U.S. $425,000,000 AMENDED AND RESTATED CREDIT AGREEMENT,

Execution Copy

U.S. $425,000,000

AMENDED AND RESTATED
CREDIT AGREEMENT,

DATED AS OF APRIL 10, 1997

AMONG

AMC ENTERTAINMENT INC.,
AS THE BORROWER,

THE BANK OF NOVA SCOTIA,
AS ADMINISTRATIVE AGENT,

AND

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
AS DOCUMENTATION AGENT,

AND

VARIOUS FINANCIAL INSTITUTIONS,
AS LENDERS

TABLE OF CONTENTS

PAGE

ARTICLE I
DEFINITIONS. . . . . . . . . . . . . 2
1.1 Defined Terms. . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Use of Defined Terms . . . . . . . . . . . . . . . . . . . 27
1.3 Accounting and Financial Determinations. . . . . . . . . . 27

ARTICLE II
COMMITMENTS. . . . . . . . . . . . . 27
2.1 Commitments. . . . . . . . . . . . . . . . . . . . . . . . 27
2.2 Total Commitment Amount; Reduction of Total
Commitment Amount . . . . . . . . . . . . . . . . . . . . . . . 28
2.2.1 Total Commitment Amount . . . . . . . . . . . . . 28
2.2.2 Reduction of Total Commitment Amount. . . . . . . 28
2.3 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.4 Termination. . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE III
LOANS AND NOTES. . . . . . . . . . . . 31
3.1 Borrowing Procedure. . . . . . . . . . . . . . . . . . . . 31
3.2 Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.3 Principal Payments and Prepayments . . . . . . . . . . . . 32
3.4 Interest . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.5 Post-Maturity Rates. . . . . . . . . . . . . . . . . . . . 33
3.6 Payment Dates. . . . . . . . . . . . . . . . . . . . . . . 34
3.7 Payments, Computations, etc. . . . . . . . . . . . . . . . 34
3.8 Proration of Payments. . . . . . . . . . . . . . . . . . . 35
3.9 Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.10 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE IV
LETTERS OF CREDIT . . . . . . . . . . . 36
4.1 Issuance Requests. . . . . . . . . . . . . . . . . . . . . 36
4.2 Issuances and Extensions . . . . . . . . . . . . . . . . . 37
4.3 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.4 Other Lenders' Participation . . . . . . . . . . . . . . . 38
4.5 Disbursements. . . . . . . . . . . . . . . . . . . . . . . 39
4.6 Reimbursement. . . . . . . . . . . . . . . . . . . . . . . 39

4.7 Deemed Disbursements . . . . . . . . . . . . . . . . . . . 40
4.8 Nature of Reimbursement Obligations. . . . . . . . . . . . 40

ARTICLE V
BASE RATE AND FIXED RATE
OPTIONS FOR THE LOANS . . . . . . . . . . 41
5.1 Elections. . . . . . . . . . . . . . . . . . . . . . . . . 41
5.2 Fixed Rate Lending Unlawful. . . . . . . . . . . . . . . . 43
5.3 Deposits Unavailable . . . . . . . . . . . . . . . . . . . 44
5.4 Capital Adequacy; Increased Costs, etc.. . . . . . . . . . 44
5.5 Funding Losses . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE VI
CONDITIONS TO EXTENSIONS OF CREDIT. . . . . . . 46
6.1 Conditions to Initial Extension of Credit. . . . . . . . . 46
6.1.1 Resolutions, etc. . . . . . . . . . . . . . . . . 46
6.1.2 Delivery of Notes . . . . . . . . . . . . . . . . 47
6.1.3 Opinion of Counsel. . . . . . . . . . . . . . . . 47
6.1.4 Closing Fees, Expenses, etc. . . . . . . . . . . 47
6.1.5 Significant Subsidiary Guaranty . . . . . . . . . 47
6.1.6 Satisfactory Legal Form . . . . . . . . . . . . . 47
6.1.7 Compliance with Warranties, Non-Default, etc. . . 48
6.1.8 New Subordinated Notes Indenture. . . . . . . . . 48
6.1.9 Existing Credit Agreement . . . . . . . . . . . . 48
6.1.10 New Subordinated Notes. . . . . . . . . . . . . . 48
6.1.11 Financial Information . . . . . . . . . . . . . . 48
6.1.12 Litigation. . . . . . . . . . . . . . . . . . . . 48
6.2 All Extensions of Credit . . . . . . . . . . . . . . . . . 49
6.2.1 Compliance with Warranties, Non-Default, etc. . . 49
6.2.2 Absence of Litigation, etc. . . . . . . . . . . . 49
6.2.3 Extension of Credit Request.. . . . . . . . . . . 49

ARTICLE VII
WARRANTIES, ETC. . . . . . . . . . . . 49
7.1 Organization, Power, Authority, etc. . . . . . . . . . . . 49
7.2 Due Authorization. . . . . . . . . . . . . . . . . . . . . 50
7.3 Validity, etc. . . . . . . . . . . . . . . . . . . . . . . 50
7.4 Financial Information. . . . . . . . . . . . . . . . . . . 50
7.5 Absence of Certain Defaults. . . . . . . . . . . . . . . . 51
7.6 Litigation, etc. . . . . . . . . . . . . . . . . . . . . . 51

7.7 Use of Proceeds; Regulation U. . . . . . . . . . . . . . . 51
7.8 Government Regulation. . . . . . . . . . . . . . . . . . . 52
7.9 Certain Contractual Obligations or Organic Documents . . . 52
7.10 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . 52
7.12 Labor Controversies. . . . . . . . . . . . . . . . . . . . 52
7.13 Subsidiaries and Significant Subsidiaries. . . . . . . . . 53
7.14 Intellectual Property. . . . . . . . . . . . . . . . . . . 53
7.15 Ownership of Properties; Liens . . . . . . . . . . . . . . 53
7.16 Accuracy of Information. . . . . . . . . . . . . . . . . . 53
7.17 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . 54
7.18 Environmental Warranties . . . . . . . . . . . . . . . . . 54
7.19 Restrictions on or Relating to Subsidiaries. . . . . . . . 55

ARTICLE VIII
COVENANTS . . . . . . . . . . . . . 56
8.1 Certain Affirmative Covenants. . . . . . . . . . . . . . . 56
8.1.1 Financial Information, etc. . . . . . . . . . . . 56
8.1.2 Maintenance of Existences; Ownership of AMC
Capital Stock; Asset Ownership.. . . . . . . . . . . 57
8.1.3 Foreign Qualification . . . . . . . . . . . . . . 58
8.1.4 Payment of Taxes, etc . . . . . . . . . . . . . . 58
8.1.5 Insurance.. . . . . . . . . . . . . . . . . . . . 58
8.1.6 Notice of Default, Litigation, etc. . . . . . . . 58
8.1.7 Performance of Loan Documents.. . . . . . . . . . 59
8.1.8 Books and Records.. . . . . . . . . . . . . . . . 59
8.1.9 Significant Subsidiary Guaranty; Pledge of
Shares of Significant Subsidiaries; Pledge of
Intercompany Indebtedness. . . . . . . . . . . . . . 59
8.1.10 Environmental Covenant. . . . . . . . . . . . . . 61
8.2 Certain Negative Covenants . . . . . . . . . . . . . . . . 61
8.2.1 Indebtedness for Borrowed Money . . . . . . . . . 61
8.2.2 Liens . . . . . . . . . . . . . . . . . . . . . . 62
8.2.3 Financial Condition . . . . . . . . . . . . . . . 63
8.2.4 Take or Pay Contracts . . . . . . . . . . . . . . 64
8.2.5 Consolidation, Merger, etc. . . . . . . . . . . . 64
8.2.6 Modification, etc. of Subordinated Debt . . . . . 65
8.2.7 Transactions with Affiliates. . . . . . . . . . . 65
8.2.8 Sale or Discount of Receivables . . . . . . . . . 65

8.2.9 Limitation on Certain Payments; Limitation on
Restriction of Subsidiary Dividends and
Distributions. . . . . . . . . . . . . . . . . . . . 65
8.2.10 Inconsistent Agreements . . . . . . . . . . . . . 66
8.2.11 Investments . . . . . . . . . . . . . . . . . . . 66
8.2.12 Guaranties. . . . . . . . . . . . . . . . . . . . 67
8.2.13 Business Activities . . . . . . . . . . . . . . . 68
8.2.14 Asset Sales . . . . . . . . . . . . . . . . . . . 68
8.2.15 Limitation on Issuances of Guaranties of
Indebtedness. . . . . . . . . . . . . . . . . . . . 69
8.2.16 Negative Pledges. . . . . . . . . . . . . . . . . 69
8.2.17 Fiscal Year . . . . . . . . . . . . . . . . . . . 70

ARTICLE IX
EVENTS OF DEFAULT . . . . . . . . . . . 70
9.1 Events of Default. . . . . . . . . . . . . . . . . . . . . 70
9.1.1 Non-Payment of Liabilities. . . . . . . . . . . . 70
9.1.2 Non-Performance of Certain Covenants. . . . . . . 70
9.1.3 Non-Performance of Other Obligations. . . . . . . 70
9.1.4 Bankruptcy, Insolvency, etc.. . . . . . . . . . . 71
9.1.5 Certain Defaults on Other Indebtedness, Leases
or Preferred Stock. . . . . . . . . . . . . . . . . . 71
9.1.6 Change in Control . . . . . . . . . . . . . . . . 72
9.1.7 Breach of Warranty. . . . . . . . . . . . . . . . 72
9.1.8 ERISA . . . . . . . . . . . . . . . . . . . . . . 72
9.1.9 Judgments . . . . . . . . . . . . . . . . . . . . 73
9.1.10 Loan Documents. . . . . . . . . . . . . . . . . . 73
9.2 Action if Bankruptcy . . . . . . . . . . . . . . . . . . . 73
9.3 Action if Other Event of Default . . . . . . . . . . . . . 73

ARTICLE X
THE AGENTS. . . . . . . . . . . . . 74
10.1 Actions . . . . . . . . . . . . . . . . . . . . . . . . . . 74
10.2 Funding Reliance, etc. . . . . . . . . . . . . . . . . . . 75
10.3 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . 75
10.4 Successor . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.5 Loans by the Agents . . . . . . . . . . . . . . . . . . . . 76
10.6 Credit Decisions. . . . . . . . . . . . . . . . . . . . . . 76
10.7 Copies, etc. . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE XI
MISCELLANEOUS . . . . . . . . . . . . 77

11.1 Waivers, Amendments, etc. . . . . . . . . . . . . . . . . . 77
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 78
11.3 Costs and Expenses. . . . . . . . . . . . . . . . . . . . . 78
11.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . 79
11.5 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.6 Severability. . . . . . . . . . . . . . . . . . . . . . . . 80
11.7 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.8 Execution in Counterparts; Effectiveness. . . . . . . . . . 80
11.9 Governing Law; Entire Agreement . . . . . . . . . . . . . . 80
11.10 Successors and Assigns. . . . . . . . . . . . . . . . . . . 81
11.11 Sale and Transfers, etc., of Loans and Notes;
Participations in Loans and Notes. . . . . . . . . . . . . . . 81
11.12 Other Transactions. . . . . . . . . . . . . . . . . . . . . 83
11.13 Collateral. . . . . . . . . . . . . . . . . . . . . . . . . 83
11.14 Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . 83
11.15 Consent to Jurisdiction and Service of Process. . . . . . . 83
11.16 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 84

SCHEDULE I Lenders
SCHEDULE II Unrestricted Subsidiaries

EXHIBIT A Disclosure Schedule
EXHIBIT B Form of Extension of Credit Request
EXHIBIT C Form of Continuation/Conversion Notice
EXHIBIT D Form of Compliance Certificate
EXHIBIT E Form of Significant Subsidiary Guaranty
EXHIBIT F Form of Opinion of Counsel to the Borrower and each
Significant Subsidiary
EXHIBIT G Form of Applicable Margin Determination Ratio Certificate
EXHIBIT H Form of Note
EXHIBIT I Form of Pledge Agreement
EXHIBIT J Form of Subsidiary Pledge Agreement
EXHIBIT K Form of Assignment Agreement
EXHIBIT L Form of Intercompany Note

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
April 10, 1997, is among AMC ENTERTAINMENT INC., a Delaware corporation (the
"BORROWER"), the undersigned financial institutions (collectively, the "LENDERS"
and individually, each a "LENDER"), THE BANK OF NOVA SCOTIA, a Canadian
chartered bank acting through its Atlanta agency ("BNS"), as administrative
agent (in such capacity, together with its successors and assigns in such
capacity, the "ADMINISTRATIVE AGENT"), and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national banking association, as documentation agent (in
such capacity, together with its successors and assigns in such capacity, the
"DOCUMENTATION AGENT").

W I T N E S S E T H:

WHEREAS, the Borrower is engaged through various Subsidiaries and
Unrestricted Subsidiaries in the theatrical exhibition industry;

WHEREAS, the Borrower, the Administrative Agent and the Lenders entered
into a Credit Agreement dated as of December 27, 1995 (such Credit Agreement, as
amended to the date hereof, being herein referred to as the "EXISTING CREDIT
AGREEMENT") pursuant to which the Lenders have made revolving loans to the
Borrower;

WHEREAS, the Borrower, the Administrative Agent and the Lenders desire that
the Existing Credit Agreement be amended and restated on the terms and
conditions set forth herein to, among other things, set forth the terms and
conditions under which the Lenders hereafter will extend Loans to and issue
Letters of Credit for the benefit of the Borrower; it being the intention of the
Borrower, the Administrative Agent and the Lenders that this Agreement and the
execution and delivery of any substituted promissory notes not effect a novation
of the obligations of the Borrower to the Lenders under the Existing Credit
Agreement but merely a restatement and, where applicable, a substitution of the
terms governing and evidencing such obligations hereafter; and

WHEREAS, the Borrower desires to obtain from the Lenders, and the Lenders
are willing to extend, on the terms and subject to the conditions hereinafter
set forth (including ARTICLE VI), financing to the Borrower on the terms and
conditions hereinafter set forth;

NOW, THEREFORE, the Existing Credit Agreement is hereby amended and
restated in its entirety, and the parties hereto agree, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 DEFINED TERMS. The following terms (whether
or not underscored) when used in this Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the following
meanings (such definitions to be equally applicable to the singular and plural
forms thereof):

"ADMINISTRATIVE AGENT" is defined in the PREAMBLE.

"AFFECTED LENDER" means a Lender that notifies the Administrative Agent
under SECTION 5.2 or SECTION 5.3 that it is so affected.

"AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls or is controlled by or under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Multiemployer Plan or Pension Plan). A Person shall be
deemed to be "controlled by" any other Person if such other Person possesses,
directly or indirectly, power:

(a) to vote 10% or more of the securities having ordinary voting power for
the election of directors, general partners or managers of such Person; or

(b) to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise.

"AGENTS" means, collectively, the Administrative Agent and the
Documentation Agent.

"AGGREGATE OUTSTANDING LIABILITIES" means, as at any date of determination
thereof and without duplication, the sum of (a) the aggregate principal amount
of all outstanding Loans hereunder PLUS (b) the aggregate amount of all Letter
of Credit Outstandings.

"AGREEMENT" means, at any date, this Credit Agreement as originally in
effect on the Effective Date, and as thereafter from time to time amended,
supplemented or otherwise modified and in effect on such date.

"AMC" means American Multi-Cinema, Inc., a Missouri corporation and a
Subsidiary of the Borrower.

"AMC PHILADELPHIA" means AMC Philadelphia, Inc., a Delaware corporation.

"APPLICABLE MARGIN" means, for any Loan, the amount indicated below for
each type of Loan based upon the Applicable Margin Determination Ratio as
computed on the Applicable Margin Determination Ratio Certificate most recently
submitted pursuant to SECTION 8.1.1(f):

LIBO Base
Applicable Margin Rate Rate

Determination Ratio Loans Loans
------------------- ----- -----

Greater than or equal to 4.50 1.750% 0.750%
Greater than or equal to 4.00
and less than 4.50 1.500% 0.500%
Greater than or equal to 3.50
and less than 4.00 1.250% 0.250%
Greater than or equal to 3.00
and less than 3.50 1.000% 0.000%
Greater than or equal to 2.50
and less than 3.00 0.750% 0.000%
Greater than or equal to 2.00
and less than 2.50 0.625% 0.000%
Less than 2.00 0.500% 0.000%;

PROVIDED, HOWEVER, that if, as set forth on such most recently submitted
Applicable Margin Determination Ratio Certificate, (a) the Net Senior
Indebtedness to Consolidated EBITDA Ratio is greater than or equal to 2:00:1 and
less than 2.50:1, then each of the margins listed above for LIBO Rate Loans
shall be reduced by 0.125% and (b) the Net Senior Indebtedness to Consolidated
EBITDA Ratio is less than 2.00:1, then each of the margins listed above for LIBO
Rate Loans shall be reduced by 0.250%.

"APPLICABLE MARGIN DETERMINATION RATIO" means, at any date, the ratio of:

(a) Net Indebtedness of the Borrower and its Consolidated
Subsidiaries as computed on the Applicable Margin Determination Ratio
Certificate then most recently submitted pursuant to SECTION 8.1.1(f);

to
(b) Consolidated EBITDA of the Borrower and its Consolidated
Subsidiaries for the prior four Fiscal Quarters ending on the last day of
the Fiscal Quarter preceding such date as computed on the most recent
Applicable Margin Determination Ratio Certificate delivered pursuant to
SECTION 8.1.1(f).

"APPLICABLE MARGIN DETERMINATION RATIO CERTIFICATE" means a certificate
duly executed by an Authorized Officer of the Borrower substantially in the form
of EXHIBIT G hereto, with required insertions.

"APPROVAL" means each and every approval, consent, filing and registration
by or with any Federal, state or other regulatory authority necessary to
authorize or permit the execution, delivery or performance of this Agreement,
the Notes or any other Loan Document or for the validity or enforceability
hereof or thereof.

"ASSET SALE" means any direct or indirect sale, conveyance, transfer, lease
or other disposition to any Person (including any Unrestricted Subsidiary) other
than the Borrower, a Guarantor or a Wholly-Owned Subsidiary in one transaction
or a series of related transactions, of (i) any Capital Stock of any Subsidiary

of the Borrower or (ii) any other property or asset of the Borrower or any
Subsidiary of the Borrower other than, in each case, (x) sales of Capital Stock
of Unrestricted Subsidiaries, (y) transfers of assets that constitute
Investments in Unrestricted Subsidiaries permitted by SECTION 8.2.11(vi) and (z)
sales of property or assets in the ordinary course of business.

"ASSIGNEES" is defined in SECTION 11.11(b).

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

"AUTHORIZED OFFICER" means, relative to any Loan Party, those of its
officers whose signatures and incumbency shall have been certified to the
Administrative Agent and the Lenders pursuant to SECTION 6.1.1 or otherwise in a
manner satisfactory to the Administration Agent.

"BASE RATE" means at any time the greater of (i) the rate of interest most
recently announced by BNS in Atlanta as its base rate (of which announcements
the Administrative Agent shall give notice promptly to the Lenders and to the
Borrower) and (ii) the Federal Funds Rate plus 0.50%. The Base Rate is not
necessarily intended to be the lowest rate of interest charged by BNS in
connection with extensions of credit. Changes in the rate of interest on any
Loan maintained as a Base Rate Loan shall take effect simultaneously with each
change in the Base Rate.

"BASE RATE LOAN" is defined in SECTION 5.1.

"BNS" is defined in the PREAMBLE.

"BORROWER" is defined in the PREAMBLE.

"BORROWING" means the Loans of the same type and, in the case of Fixed Rate
Loans, having the same Interest Period made by all Lenders on the same Business
Day and pursuant to the same Extension of Credit Request in accordance with
SECTION 3.1.

"BUSINESS DAY" means:

(a) any day which is neither a Saturday or Sunday nor a legal holiday
in the States of New York, Missouri or Georgia on which banks are
authorized or required to be closed in New York City, Kansas City (Mo.) or
Atlanta; and

(b) relative to the date of

(i) making or continuing any portion of any Loans as, or
converting any portion of any Loans from or into, Fixed Rate Loans,

(ii) making any payment or prepayment of principal of or payment
of interest on the portion of the principal amount of the Loans being
maintained as Fixed Rate Loans, and

(iii) the Borrower giving any notice (or the number of Business
Days to elapse prior to the effectiveness thereof) in connection with
any matter referred to in CLAUSE (b)(i) or (b)(ii),

a banking business day of BNS at, and on which dealings in Dollars are
carried on in the interbank eurodollar market of, BNS's LIBOR Office.

"CAPITAL EXPENDITURES" means, with respect to any Person for any period,
the aggregate amount of all expenditures during such period which are required
to be included in property, plant or equipment or a similar fixed asset account
on a consolidated balance sheet of such Person and its Subsidiaries prepared in
accordance with GAAP (excluding assets acquired pursuant to Capitalized Lease
Obligations and all capitalized interest).

"CAPITAL STOCK" means, with respect to any Person, any and all shares,
partnership interests, participations, rights in, or other equivalents (however
designated and whether voting or non-voting) of such Person's capital stock or
such other equity interests, whether outstanding on the Effective Date or issued
after such date, and any and all rights, warrants or options exchangeable for or
convertible into such capital stock or such other equity interests, including
all Preferred Stock of such Person.

"CAPITALIZED LEASE OBLIGATION" means any obligation to pay rent or other
amounts under a lease of (or other agreement conveying the right to use) any
property (whether real, personal or mixed) that is required to be classified and
accounted for as a capital lease obligation under GAAP, and, for the purposes of
this Agreement, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

"CASH EQUIVALENTS" means, at any time: (i) any evidence of Indebtedness
with a maturity of 360 days or less issued or directly and fully guaranteed or
insured by the United States or guaranteed by a government that is a member of
the OECD ("OECD COUNTRY") or any agency, instrumentality, state or political
subdivision thereof which is rated "A-1" or better by Standard & Poor's Ratings
Group; (ii) certificates of deposit or bankers' acceptances with a maturity of
360 days or less of, or dollar deposits in, any financial institution that is a
member of the Federal Reserve System or an applicable central bank of an OECD
Country having combined capital and surplus and undivided profits of not less
than $500,000,000; (iii) commercial paper with a maturity of 270 days or less
issued by a corporation (other than an Affiliate of the Borrower) organized
under the laws of any state of the United States or the District of Columbia and
rated at least A-1 (or its equivalent) by Standard & Poor's Ratings Group or at
least Prime-1 (or its equivalent) by Xxxxx'x Investors Service, Inc.; (iv) money
market mutual funds registered with the SEC meeting the requirements of Rule
2a-7 promulgated under the Investment Company Act of 1940, as amended; and (v)
repurchase agreements and reverse repurchase agreements relating to marketable
direct obligations issued or unconditionally guaranteed by the government of the
United States or issued by any agency thereof and backed by the full faith and
credit of the government of the United States, in each case maturing within one
year from the date of acquisition, PROVIDED that the terms of such agreements
comply with the guidelines set forth in the Federal Financial Agreements of
Depository Institutions with Securities Dealers and Others, as adopted by the
Comptroller of the Currency.

"CASH FLOW COVERAGE RATIO" means, as of the end of any Fiscal Quarter, the
ratio of (x) Consolidated EBITDA for the

Borrower and its Consolidated Subsidiaries for the four most recent Fiscal
Quarters ended on such date to (y) the sum of (i) Consolidated Interest Expense
for such four Fiscal Quarters, PLUS (ii) the current portion of Indebtedness
with an original maturity exceeding one year (other than the portion of the
Liabilities to be paid in connection with the scheduled reduction of the Total
Commitment Amount on the Commitment Termination Date) as of the last day of such
Fiscal Quarter, PLUS (iii) the amount of all cash dividends on Capital Stock
paid by the Borrower or Subsidiaries to Persons other than the Borrower, any
Guarantor or any Wholly-Owned Subsidiary during such period, PLUS (iv) amounts
paid by the Borrower, or Subsidiaries to Persons other than the Borrower, any
Guarantor or any Wholly-Owned Subsidiary in respect of optional repurchases and
redemptions of Subordinated Debt (other than the Old Subordinated Notes) and
Capital Stock during such four Fiscal Quarters (PROVIDED, that there shall be
excluded from this CLAUSE (iv) all amounts paid by AMC Philadelphia or AMC to H.
Xxxxxx Xxxxx or his estate ("XXXXX") to repurchase all of the shares held by
Xxxxx in AMC Philadelphia in any optional repurchase of such shares by AMC
Philadelphia or AMC, but only to the extent that the purchase price paid by AMC
Philadelphia or AMC therefor is not greater than the purchase price that AMC
Philadelphia would be obligated to pay in the event of the exercise by Xxxxx of
his right to require AMC Philadelphia to repurchase such stock pursuant to
Section 5 of the Stockholders' Agreement dated December 30, 1986 among AMC, AMC
Philadelphia and Xxxxx, assuming such mandatory repurchase occurred at the same
time as such optional repurchase), PLUS (v) amounts paid during such four Fiscal
Quarters with respect to Capitalized Lease Obligations attributable to principal
(without duplication of amounts in CLAUSE (ii) above).

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

"CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

"CHANGE IN CONTROL" means:

(a) the direct or indirect sale, lease, exchange or other transfer of
all or substantially all of the assets of the Borrower to any Person or
entity or group of Persons or entities acting in concert as a partnership
or other "group" (a "GROUP OF PERSONS") with the effect that the Xxxxxxx
Interests are the beneficial owners (within the meaning of the Exchange Act
as in effect on the Effective Date) of less than 50% of the votes eligible
to be cast on any matter of the then outstanding Voting Stock of the
resulting, surviving or transferee Person or Persons;

(b) the merger or consolidation of the Borrower with or into another
corporation with the effect that the Xxxxxxx Interests are the beneficial
owners (within the meaning of the Exchange Act as in effect on the
Effective Date) of less than 50% of the votes eligible to be cast on any
matter of the then outstanding Voting Stock of the surviving corporation of
such merger or the corporation resulting from such consolidation;

(c) the replacement of a majority of the Board of Directors of the
Borrower, over a two-year period, from the directors who constituted the
Board of Directors of the Borrower at the beginning of such period, which
replacement shall not have been approved by the Board of Directors of the
Borrower (or replacement directors approved by the Board of Directors of
the Borrower), as constituted at the beginning of such period;

(d) a Person or Group of Persons other than the Xxxxxxx Interests
shall, as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases, merger or consolidation or otherwise, have
become the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange Act) of Voting Stock of the Borrower (on a fully-diluted basis)
having 33-1/3% of the votes eligible to be cast on any matter by such
Voting Stock; or

(e) for so long as the New Subordinated Notes Indenture shall be in
effect, any other "Change of Control" (as defined in the New Subordinated
Note Indenture).

It is understood that, for purposes of determining the votes eligible to be cast
by any Voting Stock of the Borrower, in all matters in which the Borrower's
Class B Stock, par value $0.66-2/3 per share ("CLASS B STOCK"), and Common
Stock, par value $0.66-2/3 per share ("COMMON STOCK"), are entitled to vote
together as a single class, on the date hereof each outstanding share of Common
Stock has one vote and each outstanding share of Class B Stock has ten votes.

"COMMITMENT" means, relative to any Lender, such Lender's obligation to
make Loans and to issue (in the case of the Issuer), or participate in (in the
case of all Lenders), Letters of Credit pursuant to SECTION 2.1.

"COMMITMENT TERMINATION DATE" means the earliest of

(a) April 10, 2004;

(b) five Business Days after notice is given by the Borrower to the
Administrative Agent for purposes of designating a Commitment Termination
Date pursuant to this clause, PROVIDED that, on such designated Commitment
Termination Date, no Loans are outstanding and all outstanding Letters of
Credit have been collateralized pursuant to SECTION 4.7 or cancelled;

(c) immediately and without further action upon the occurrence of any
Default described in SECTION 9.1.4 with respect to the Borrower or any
Significant Subsidiary;

(d) immediately when any other Event of Default shall have occurred
and be continuing and either the Loans shall be declared to be due and
payable pursuant to SECTION 9.3 or, in the absence of such declaration, the
giving of notice by the Administrative Agent, acting at the direction of
the Required Lenders, to the Borrower that the Commitments have been
terminated;

(e) any date that the Total Commitment Amount is reduced to zero
pursuant to SECTION 2.2.2; and

(f) immediately and without further action upon the occurrence of a
Change in Control.

"COMPLIANCE CERTIFICATE" means a certificate duly executed by the chief
executive or financial Authorized Officer of the Borrower in the form of EXHIBIT
D hereto, with appropriate insertions, together with such changes as the
Required Lenders may from time to time request for purposes of monitoring the
Borrower's compliance herewith.

"CONSOLIDATED EBITDA" means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period increased (to the extent
deducted in determining Consolidated Net Income) by the sum of: (i) all income
taxes of such Person and its Subsidiaries paid or accrued in accordance with
GAAP for such period (other than income taxes attributable to extraordinary,
unusual or non-recurring gains or losses); (ii) Consolidated Interest Expense of
such Person and its Subsidiaries for such period; (iii) depreciation expense of
such Person and its Subsidiaries for such period; (iv) amortization expense of
such Person and its Subsidiaries for such period including amortization of
capitalized debt issuance costs; and (v) any other non-cash charges of such
Person and its Subsidiaries for such period (including non-cash expenses
recognized in accordance with SFAS No. 106), all determined on a consolidated
basis in accordance with GAAP; PROVIDED, HOWEVER, that, for purposes of this
definition, all transactions involving the acquisition of any Person by another
Person shall be accounted for on a "pooling of interests" basis and not as a
purchase.

"CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for any
period, without duplication, (i) the sum of (a) the cash and non-cash interest
expense of such Person and its Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP consistently applied, including (v)
capitalized interest, (w) any amortization of debt discount, (x) the net cost
under Interest Rate Protection Obligations (including any amortization of
discounts), (y) the interest portion of any deferred payment obligation and (z)
all accrued interest, and (b) the aggregate amount of the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by such Person and its Subsidiaries during

such period as determined on a consolidated basis in accordance with GAAP
consistently applied less (ii) the interest income (exclusive of deferred
financing fees) of such Person and its Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP consistently applied.

"CONSOLIDATED NET INCOME" means, with respect to any Person, for any
period, the consolidated net income (or loss) of such Person and its
Subsidiaries for such period as determined in accordance with GAAP, adjusted, to
the extent included in calculating such net income, by excluding all
extraordinary gains or losses (net of reasonable fees and expenses relating to
the transaction giving rise thereto) of such Person and its Subsidiaries;
PROVIDED, that for purposes of calculating "Consolidated Net Income" for
purposes of SECTION 8.2.11(vi), there shall be excluded net income (or loss) of
any Person combined with such Person or one of its Subsidiaries on a "pooling of
interests" basis attributable to any period prior to the date of such
combination.

"CONSOLIDATED SUBSIDIARY" of any Person means, at any time, every
Subsidiary which is included as a consolidated subsidiary of such Person in the
financial statements contained in the then most recent annual or periodic report
filed by such Person with the SEC on Form 10-K, 10-Q or 8-K pursuant to the
Exchange Act, as then in effect (or any comparable forms or under similar
Federal statutes then in force), and in the most recent financial statements of
such Person furnished to the stockholders of such Person and certified by the
independent certified public accountants of such Person.

"CONTINUATION/CONVERSION NOTICE" means a notice of continuation or
conversion and certificate duly executed by any Authorized Officer of the
Borrower substantially in the form of EXHIBIT C hereto.

"CONTRACTUAL OBLIGATION" means, relative to any Person, any provision of
any security issued by such Person or of any Instrument or undertaking to which
such Person is a party or by which it or any of its property is bound.

"CREDIT EXPOSURE" is defined in SECTION 11.11(a).

"CURRENCY HEDGING OBLIGATIONS" means the obligations of any Person pursuant
to an arrangement designed to protect such Person against fluctuations in
currency exchange rates.

"DEFAULT" means any Event of Default or any condition or event which, after
notice or lapse of time or both, would constitute an Event of Default.

"DISBURSEMENT DATE" is defined in SECTION 4.5.

"DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as
EXHIBIT A, as it may be amended, supplemented, or otherwise modified from time
to time by the Borrower with the consent of the Required Lenders.

"DISQUALIFIED STOCK" means, with respect to any Person, any Capital Stock
of such Person which, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund or
otherwise, or is exchangeable for Indebtedness (other than Subordinated Debt),
or is redeemable at the option of the holder thereof, in whole or in part.

"DOCUMENTATION AGENT" is defined in the PREAMBLE.

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

"DOMESTIC OFFICE" means, relative to any Lender, the office of such Lender
designated as such in SCHEDULE I hereto or designated in an Assignment Agreement
or such other office of such Lender (or any successor or assign of such Lender)
within the United States of America as may be designated from time to time by
notice from such Lender to the Borrower and the Administrative Agent.

"XXXXXXX INTERESTS" means (i) Xxxxxxx X. Xxxxxxx, his spouse and any of his
lineal descendants and their respective spouses (collectively, the "XXXXXXX
FAMILY") and any Affiliate of any member of the Xxxxxxx Family, (ii) Xxxxxxx X.
Xxxxxxx'x estate, or any trust established by Xxxxxxx X. Xxxxxxx, during any
period

of administration prior to the distribution of assets to beneficiaries who are
Persons described in CLAUSE (iii) below, (iii) any trust which is solely for the
benefit of one or more members of the Xxxxxxx Family (whether or not any member
of the Xxxxxxx Family is a trustee of such trust) or solely for the benefit of
one or more charitable organizations or solely for the benefit of a combination
of members of the Xxxxxxx Family and one or more charitable organizations and
(iv) any Subsidiary, any employee stock purchase plan, stock option plan or
other stock incentive plan or program, retirement plan or automatic reinvestment
plan or any substantially similar plan of the Borrower or any Subsidiary or any
Person holding securities of the Borrower for or pursuant to the terms of any
such employee benefit plan; PROVIDED, that if any lender or other Person shall
foreclose on or otherwise realize upon or exercise any remedy with respect to
any security interest in or Lien on any securities of the Borrower held by any
Person listed in this CLAUSE (iv), then such securities shall no longer be
deemed to be held by Xxxxxxx Interests.

"EFFECTIVE DATE" means the date this Agreement becomes effective pursuant
to SECTION 11.8.

"ENVIRONMENTAL LAWS" means all applicable federal, state or local statutes,
laws, ordinances, codes, rules, regulations and guidelines (including consent
decrees and administrative orders) relating to public health and safety and
protection of the environment.

"EQUIPMENT NOTES" means installment purchase obligations evidenced by a
note, bond, debenture or other evidence of Indebtedness issued or entered into
in connection with the acquisition of fixtures, furniture or equipment by the
Borrower or a Subsidiary of the Borrower in the ordinary course of business and
used or useable by the Borrower and its Subsidiaries in the business of the
Borrower and its Subsidiaries and required to be classified and accounted for as
indebtedness in accordance with GAAP.

"ERISA" is defined in SECTION 7.11.

"EVENT OF DEFAULT" is defined in SECTION 9.1.

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

"EXISTING CREDIT AGREEMENT" is defined in the RECITALS.

"EXTENSION OF CREDIT" means the making of a Loan or the issuance or Stated
Expiry Date extension by the Issuer of a Letter of Credit.

"EXTENSION OF CREDIT DATE" means the date on which a Borrowing is, or is to
be, consummated, or a Letter of Credit is to be issued or its Stated Expiry Date
extended, as the context requires.

"EXTENSION OF CREDIT REQUEST" means any Extension of Credit Request
substantially in the form of EXHIBIT B delivered pursuant to SECTION 3.1.

"FAIR MARKET VALUE" means, with respect to any asset or property, the price
that could be negotiated in an arm's length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined by the Board of Directors of the Borrower acting in good faith.

"FEDERAL FUNDS RATE" means, for any day, a fluctuating interest rate PER
ANNUM equal to

(a) the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of
New York; or

(b) if such rate is not so published for any day which is a Business
Day, the average of the quotations for such day on such transactions
received by BNS from three federal funds brokers of recognized standing
selected by it.

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

"FISCAL YEAR" means any period of 52/53 weeks ending on the Thursday
closest to March 31; references to a Fiscal Year with a number corresponding to
any calendar year (E.G., the "1997 FISCAL YEAR") refer to the Fiscal Year ending
on the Thursday closest to March 31 occurring during such calendar year.

"FIXED RATE LOAN" is defined in SECTION 5.1.

"FREE CASH FLOW" as of any date means (i) Consolidated EBITDA, MINUS (ii)
Consolidated Interest Expense, MINUS (iii) all Capital Expenditures actually
made and all Investments (other than Investments in Cash Equivalents permitted
by SECTION 8.2.11(iv)) made in Special Entities by the Borrower and its
Subsidiaries (without double-counting Investments made in Special Entities with
Capital Expenditures made by such Special Entities with the proceeds of such
Investments) (PROVIDED, that (A) with respect to any Investment in a Special
Entity made after December 27, 1995 (x) upon any return of cash with respect to
such Investment, an amount equal to the lesser of the return of cash with
respect to such Investment and the initial amount of such Investment, in either
case, less the cost of disposition of such Investment, shall reduce the amount
of Investments made in Special Entities for purposes of this CLAUSE (iii) and
(y) if any such Special Entity subsequently becomes a Guarantor, the amount of
any Investment not previously applied pursuant to CLAUSE (x) above to reduce the
amount of Investments made in Special Entities pursuant to this CLAUSE (iii)
shall reduce the amount of Investments made in Special Entities for purposes of
this CLAUSE (iii) and (B) any Capital Expenditures made with respect to property
sold by the Borrower or its Subsidiaries in a manner permitted under this
Agreement and contemporaneously leased back to the Borrower or the applicable
Subsidiary on fair market terms shall reduce the amount of Capital Expenditures
made for purposes of this CLAUSE (iii)) MINUS (iv) all taxes paid in cash, in
each case, from December 27, 1995 to the date of determination.

"F.R.S. BOARD" means the Board of Governors of the Federal Reserve System
(or any successor).

"FUNDED DEBT" is defined in SECTION 2.2.2(d).

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are applicable as of the date of
determination.

"GROUP OF PERSONS" is defined in the definition of "CHANGE IN CONTROL".

"GUARANTOR" means a Subsidiary that has executed a counterpart of the
Significant Subsidiary Guaranty pursuant to SECTION 8.1.9.

"GUARANTY" means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon
(by direct or indirect agreement, contingent or otherwise, to provide funds for
payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise
to assure a creditor against loss) the debt, obligation or other liability of
any other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other Person. The amount of the obligor's obligation under
any guaranty shall (subject to any limitation set forth therein) be deemed to be
the outstanding principal amount (or maximum outstanding principal amount, if
larger) of the debt, obligation or other liability thereby guaranteed.

"HAZARDOUS MATERIAL" means

(a) any "hazardous substance", as defined by CERCLA;

(b) any "hazardous waste", as defined by the Resource Conservation
and Recovery Act;

(d) any pollutant or contaminant or hazardous, dangerous or toxic
chemical, material or substance within

the meaning of any other applicable federal, state or local law,
regulation, ordinance or requirement (including consent decrees and
administrative orders) relating to or imposing liability or standards of
conduct concerning any hazardous, toxic or dangerous waste, substance or
material, all as amended or hereafter amended.

"HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms refer to this
Agreement and not to any particular Section or provision of this Agreement.

"IMPERMISSIBLE QUALIFICATION" means, relative to the opinion by independent
public accountants as to any financial statement of the Borrower, any
qualification or exception to such opinion that:

(a) is of a "going concern" or similar nature;

(b) relates to the limited scope of examination of matters relevant
to such financial information; or

(c) relates to the treatment or classification of any item in such
financial statement and which, as a condition to its removal, would require
an adjustment to such item the effect of which would be to cause a default
of any obligations under SECTION 8.2.3.

"INCLUDING" means including without limiting the generality of any
description preceding such term.

"INDEBTEDNESS" means, with respect to any Person, without duplication, (i)
all obligations for borrowed money, (ii) all obligations evidenced by bonds,
debentures, notes or other similar instruments, (iii) all Capitalized Lease
Obligations and Equipment Notes, (iv) all obligations under or in respect of
Currency Hedging Obligations and Interest Rate Protection Obligations of such
Person, (v) all obligations issued or assumed as the deferred purchase price of
property, all conditional sale obligations (as determined under GAAP) and all
obligations under any title retention agreement, (vi) all obligations issued or
contracted for as payment in consideration of the purchase by such Person of the
stock or substantially all the assets of

another Person or a merger or consolidation, (vii) all obligations for the
reimbursement of any obligor on any letter of credit (including the Letters of
Credit), banker's acceptance or similar credit transactions, (viii) all
obligations of the type referred to in CLAUSES (i) through (vii) above of other
Persons and all dividends of other Persons for the payment of which, in either
case, such Person is directly or indirectly responsible or liable as obligor,
guarantor or otherwise, and (ix) all obligations of the type referred to in
CLAUSES (i) through (viii) above of other Persons which are secured by any Lien
on any property or asset of such Person, the amount of such obligation being
deemed to be the lesser of the value of such property or asset or the amount of
the obligation so secured; PROVIDED, HOWEVER, that "Indebtedness" shall not
include any Non-Recourse Indebtedness, any obligations under any operating
leases (as determined under GAAP), trade accounts payable arising in the
ordinary course of business and trade letters of credit issued in support of
trade accounts payable arising in the ordinary course of business.

"INDEMNIFIED LIABILITIES" is defined in SECTION 11.4.

"INSTRUMENT" means any document or writing (whether by formal agreement,
letter or otherwise) under which any obligation is evidenced, assumed or
undertaken, or any right to any Lien is granted or perfected.

"INTEREST PERIOD" means, relative to any Fixed Rate Loan, the period which
shall begin on (and include) the date on which such Fixed Rate Loan is made or
continued as, or converted into, a Fixed Rate Loan pursuant to SECTION 5.1, and,
unless the final maturity of such Fixed Rate Loan is accelerated, shall end on
(but exclude) the day which numerically corresponds to such date one, two, three
or six months thereafter, in either case as the Borrower may select in its
relevant notice pursuant to SECTION 5.1; PROVIDED, HOWEVER, that:

(a) the Borrower shall not be permitted to select Interest Periods to
be in effect at any one time which have expiration dates occurring on more
than eight different dates;

(b) absent such selection, the Borrower shall be deemed to have
selected an Interest Period of one month, PROVIDED, that if another
duration shall be required in order to comply with CLAUSE (a), such Loan
shall be a Base Rate Loan for such duration;

(c) if there exists no numerically corresponding day in such month,
such Interest Period shall end on the last Business Day of such month;

(d) if such Interest Period would otherwise end on a day which is not
a Business Day, such Interest Period shall end on the Business Day next
following such numerically corresponding day (unless such next following
Business Day is the first Business Day of a calendar month, in which case
such Interest Period shall end on the preceding Business Day); and

(e) no Interest Period shall end later than April 10, 2004.

"INTEREST RATE PROTECTION OBLIGATIONS" means the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include interest rate swaps, caps, floors, collars and
similar agreements.

"INVESTMENT" by any Person means any direct or indirect loan, advance or
other extension of credit or capital contribution to (by means of transfers of
cash or other property to others or payments for property or services for the
account or use of others, or otherwise), or purchase or acquisition of Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. The term "Investment" shall not include any
Guaranty or any payment under a lease to which such Person is a lessee,
including prepaid rent; PROVIDED, HOWEVER, that if and to the extent that any
payment is

made under any Guaranty permitted by SECTION 8.2.12(i) or (ii), each such
payment shall constitute an "Investment" hereunder.

"ISSUANCE REQUEST" means a properly completed application for a Letter of
Credit on the Issuer's standard form, executed by the chief executive,
accounting or financial Authorized Officer of the Borrower.

"ISSUER" means any affiliate, unit or agency of BNS.

"LENDER" is defined in the PREAMBLE.

"LENDER PARTIES" is defined in SECTION 11.4.

"LETTER OF CREDIT" has the meaning assigned to that term in SECTION 4.1.

"LETTER OF CREDIT OUTSTANDINGS" means, at any time, an amount equal to the
sum of

(a) the aggregate Stated Amount at such time of all Letters of Credit
then outstanding and undrawn (as such aggregate Stated Amount shall be
adjusted, from time to time, as a result of drawings, the issuance of
Letters of Credit, or otherwise),

PLUS

(b) the aggregate amount at such time of all unpaid and outstanding
Reimbursement Obligations.

"LIABILITIES" means all obligations (monetary or otherwise) of the Borrower
or any other Loan Party under this Agreement, the Letters of Credit, the Notes
and each other Loan Document, whether for principal, interest, costs, fees,
expenses or otherwise, and all other obligations of the Borrower or any other
Loan Party to the Agents or the Lenders, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing or due or to become due.

"LIBO RATE" means, with respect to any Fixed Rate Loan for any Interest
Period, the rate PER ANNUM determined by the

Administrative Agent at which dollar deposits in immediately available funds are
offered to BNS's LIBOR Office two Business Days prior to the beginning of such
Interest Period by prime banks in the interbank eurodollar market as at or about
the relevant local time of such LIBOR Office, for delivery on the first day of
such Interest Period, for the number of days comprised therein and in an amount
equal to the amount of the Fixed Rate Loans for such Interest Period. "Relevant
local time" shall mean 11:00 a.m., local time, in London, England, when the
LIBOR Office selected by the Administrative Agent to determine the LIBO Rate is
located in Europe, or 10:00 a.m., Nassau, Bahamas time, when such LIBOR Office
is located in North America.

"LIBO RATE (RESERVE ADJUSTED)" means, relative to any portion of a Loan to
be made, continued or maintained as, or converted into, a Fixed Rate Loan for
any Interest Period, a rate PER ANNUM (rounded upwards, if necessary, to the
nearest 1/16th of 1%) determined pursuant to the following formula:

LIBO Rate = LIBO Rate
-----------------------------
(Reserve Adjusted) 1 - LIBOR Reserve Percentage.

The Administrative Agent shall determine the LIBO Rate (Reserve Adjusted) for
each Interest Period, applicable to Fixed Rate Loans comprising all or part of
any Borrowing, conversion or continuation and promptly notify the Borrower
thereof (which determination shall, in the absence of demonstrable error, be
conclusive on the Borrower) and, if requested by the Borrower, deliver a
statement showing the computation used by the Administrative Agent in
determining any such rate.

"LIBOR OFFICE" means, relative to any Lender, the office of such Lender
designated as such in SCHEDULE I hereto or designated in an Assignment Agreement
or such other domestic or foreign office or offices of such Lender (as
designated from time to time by notice from such Lender to the Borrower and the
Administrative Agent).

"LIBOR RESERVE PERCENTAGE" means, relative to each Interest Period, a
percentage (expressed as a decimal) equal to the daily average during such
Interest Period of the percentages in effect on each day of such Interest
Period, as prescribed by the F.R.S.

Board, for determining the maximum reserve requirements applicable to
"Eurocurrency Liabilities" pursuant to Regulation D or any other applicable
regulation of the F.R.S. Board which prescribes reserve requirements applicable
to "Eurocurrency Liabilities" as presently defined in Regulation D as applicable
to any Lender or any participant of such Lender with respect to such
participation.

"LIEN" means any mortgage, lien (statutory or other), pledge, security
interest, encumbrance, claim, hypothecation, assignment for security, deposit
arrangement or preference or other security agreement of any kind or nature
whatsoever. A Person shall be deemed to own subject to a Lien any property
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to Indebtedness of such Person. The right of a distributor
to the return of its film held by a Person under a film licensing agreement is
not a Lien as used herein. Unless an operating lease is intended as security,
reservation of title thereunder by the lessor and the interest of the lessee
therein are not Liens as used herein.

"LOAN DOCUMENT" means this Agreement and each Instrument from time to time
executed and delivered to the Administrative Agent or any Lender pursuant
hereto, whether or not mentioned herein, including the Notes, the Extension of
Credit Requests, the Issuance Requests, the Significant Subsidiary Guaranty, any
Guaranty delivered to the Administrative Agent pursuant to SECTION 8.2.15, any
Pledge Agreement and each Subsidiary Pledge Agreement.

"LOAN PARTY" means the Borrower, each Guarantor and any other party (other
than any Agent or Lender) that executes and delivers a Loan Document.

"LOANS" is defined in SECTION 2.1(a).

"MATERIALLY ADVERSE EFFECT" means, relative to any occurrence of whatever
nature (including any adverse determination in any litigation, arbitration or
governmental investigation or proceeding), a materially adverse effect, on a
consolidated basis for the Borrower and its Subsidiaries taken as

a whole, in accordance with GAAP (i) on the financial condition, operations,
properties or business of the Borrower and its Subsidiaries, (ii) on the ability
of the Borrower or any other Loan Party to perform any of its payment or other
material obligations under this Agreement or any Loan Document or (iii) on the
value of, or on the ability of the Administrative Agent to realize on, any
collateral security for the Liabilities.

"MATURITY" means, (i) relative to any Loan, the date on which such Loan is
stated to be due and payable, in whole or in part (in accordance with the Note
evidencing such Loan, this Agreement or otherwise), or such earlier date when
such Loan (or any portion thereof) shall be or become due and payable, in whole
or in part, in accordance with the terms of this Agreement, whether by required
prepayment, declaration or otherwise and (ii) relative to any Reimbursement
Obligation, the Disbursement Date with respect thereto.

"MULTIEMPLOYER PLAN" means a pension plan described in ERISA section
4001(a)(3) to which the Borrower or any Subsidiary is, or within the six years
preceding the date of this Agreement has been, obligated to contribute.

"NET CASH PROCEEDS" means, (i) with respect to any Asset Sale, the proceeds
thereof in the form of cash or Cash Equivalents, including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (except to the extent that such obligations with respect to
Indebtedness are financed or sold with recourse to the Borrower or any of its
Subsidiaries) net of (a) brokerage commissions and other reasonable fees and
expenses (including reasonable fees and expenses of counsel and investment
bankers) related to such Asset Sale, (b) provisions for all taxes payable as a
result of such Asset Sale, (c) payments made to retire Indebtedness secured by
the current assets subject to such Asset Sale to the extent required pursuant to
the terms of such Indebtedness and (d) amounts required to be paid to any Person
(other than the Borrower or any Subsidiary of the Borrower) having a beneficial
interest in the assets subject to the Asset Sale, and (ii) with respect to any
incurrence of Indebtedness by Borrower or any Subsidiary, the proceeds thereof
in cash or Cash Equivalents net of underwriting discount, private placement fees
and other

reasonable fees and expenses (including reasonable fees and expenses of counsel
and investment bankers) related to such incurrence of Indebtedness.

"NET INDEBTEDNESS" means, with respect to the Borrower at any time, (i) the
outstanding principal amount of Indebtedness of Borrower and its Consolidated
Subsidiaries (determined on a consolidated basis) as of such time MINUS (ii)
cash and Cash Equivalents of the Borrower and its Consolidated Subsidiaries
(determined on a consolidated basis) at such time.

"NET INDEBTEDNESS TO CONSOLIDATED EBITDA RATIO" means, as of the last day
of any Fiscal Quarter, the ratio of (i) Net Indebtedness of the Borrower and its
Consolidated Subsidiaries as of such date to (ii) Consolidated EBITDA for the
Borrower and its Consolidated Subsidiaries for the four most recent Fiscal
Quarters ended on such date.

"NET SENIOR INDEBTEDNESS TO CONSOLIDATED EBITDA RATIO" means, as of the
last day of any Fiscal Quarter, the ratio of (i) Net Indebtedness (other than
Subordinated Debt) of the Borrower and its Consolidated Subsidiaries as of such
date to (ii) Consolidated EBITDA for the Borrower and its Consolidated
Subsidiaries for the four most recent Fiscal Quarters ended on such date.

"NEW SUBORDINATED NOTE INDENTURE" means the Indenture dated as of March 19,
1997 pursuant to which the New Subordinated Notes were issued, among the
Borrower, the guarantors named therein and the New Subordinated Note Trustee, as
amended, supplemented or otherwise modified and in effect from time to time.

"NEW SUBORDINATED NOTE TRUSTEE" means The Bank of New York, in its capacity
as trustee under the New Subordinated Note Indenture, or any successor trustee
appointed in accordance with the New Subordinated Note Indenture.

"NEW SUBORDINATED NOTES" means the Borrower's $200,000,000 9 1/2% Senior
Subordinated Notes due March 15, 2009 issued pursuant to the New Subordinated
Note Indenture.

"NON-RECOURSE INDEBTEDNESS" means Indebtedness as to which (i) neither the
Borrower nor any of its Subsidiaries (a) provides credit support (including any
undertaking, agreement or instrument which would constitute Indebtedness), (b)
is directly or indirectly liable or (c) constitutes the lender (in each case,
other than pursuant to and in compliance with SECTION 8.2.11) and (ii) no
default with respect to such Indebtedness (including any rights which the
holders thereof may have to take enforcement action against the relevant
Unrestricted Subsidiary or its assets) would permit (upon notice, lapse of time
or both) any holder of any other Indebtedness of the Borrower or its
Subsidiaries (other than Non-Recourse Indebtedness) to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; PROVIDED, HOWEVER, that notwithstanding the
foregoing, Guaranties permitted by SECTION 8.2.12(i)(z) of Capitalized Lease
Obligations shall not cause such Capitalized Lease Obligations to not be
Non-Recourse Indebtedness.

"NOTE" means a promissory note of Borrower delivered to each Lender
substantially in the form of EXHIBIT H hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time) and all other
promissory notes accepted from time to time in substitution, replacement or
renewal therefor.

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

"OLD SUBORDINATED NOTES" means the Borrower's 12-5/8% Senior Subordinated
Notes due 2002 issued pursuant to the Old Subordinated Note Indenture,
$4,878,000 of which are outstanding on the date hereof.

"OLD SUBORDINATED NOTE INDENTURE" means the Indenture dated as of August 1,
1992, pursuant to which the Old Subordinated Notes were issued, among the
Borrower, the guarantors named therein and the Old Subordinated Note Trustee, as
amended, supplemented or otherwise modified and in effect on the date hereof.

"OLD SUBORDINATED NOTE TRUSTEE" means The Bank of New York, in its capacity
as trustee under the Old Subordinated Note

Indenture, or any successor trustee appointed in accordance with the Old
Subordinated Note Indenture.

"ORGANIC DOCUMENT" means, relative to any Person, its certificate of
incorporation, certificate of limited partnership, limited liability company
operating agreement, partnership agreement, and/or by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to any of its
authorized Capital Stock.

"PARTICIPANT" is defined in SECTION 11.11(a).

"PBGC" means the Pension Benefit Guaranty Corporation, a United States
corporation, and any entity succeeding to any or all of its functions under
ERISA.

"PENSION PLAN" means a "pension plan", as such term is defined in section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer
Plan), and to which the Borrower or any Subsidiary may have any liability,
including any liability by reason of having been a substantial employer within
the meaning of section 4063 of ERISA at any time during the six years preceding
this Agreement, or by reason of being deemed to be a contributing sponsor under
section 4069 of ERISA.

"PERCENTAGE" means, relative to any Lender, the percentage set forth
opposite its name on Schedule I hereto or in an Assignment Agreement, as such
percentage may be adjusted from time to time.

"PERSON" means any natural person, corporation, partnership, limited
liability company, firm, association, trust, government, governmental agency or
any other entity, whether acting in an individual, fiduciary or other capacity.

"PLEDGE AGREEMENT" means a Pledge Agreement between the Borrower and the
Administrative Agent substantially in the form of EXHIBIT I hereto, as amended,
supplemented or otherwise modified from time to time.

"PREFERRED STOCK" means, with respect to any Person, any Capital Stock of
any class or classes (however designated) which is preferred as to the payment
of dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over Capital
Stock of any other class of such Person.

"REGULATORY CHANGE" means, relative to any Lender, any change after the
date hereof in any (or the adoption hereafter of any new):

(a) United States Federal or state law or foreign law applicable to
such Lender; or

(b) rule, regulation, interpretation, directive or request (whether
or not having the force of law) applying to such Lender of any court or
governmental authority charged with the interpretation or administration of
any law referred to in CLAUSE (a) or of any fiscal, monetary or other
authority having jurisdiction over such Lender.

"REIMBURSEMENT OBLIGATION" is defined in SECTION 4.6.

"RELEASE" means a "release", as such term is defined in CERCLA.

"REPORTABLE EVENT" is defined in SECTION 7.11.

"REQUIRED LENDERS" means, at any time, Lenders holding at least 51% of the
then aggregate outstanding principal amount of Loans or, if no such principal
amount is outstanding, Lenders having, in the aggregate, a Percentage of 51% or
more of the Total Commitment Amount.

"RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, ET SEQ., as in effect from time to
time.

"SEC" means the Securities and Exchange Commission (or any governmental
body or agency succeeding to the functions of such Commission).

"SENIOR NOTE INDENTURE" means the Indenture dated as of August 1, 1992,
pursuant to which the Senior Notes were issued, among the Borrower, the
guarantors named therein and the Senior Note Trustee, as amended, supplemented
or otherwise modified and in effect on the date hereof.

"SENIOR NOTE TRUSTEE" means United States Trust Company of New York, in its
capacity as trustee under the Senior Note Indenture, or any successor trustee
appointed in accordance with the Senior Note Indenture.

"SENIOR NOTES" means the Borrower's 11-7/8% Senior Notes due 2000 issued
pursuant to the Senior Note Indenture, $617,000 of which are outstanding on the
date hereof.

"SIGNIFICANT SUBSIDIARY" means AMC and any other Wholly-Owned Subsidiary
whose assets exceed 5% of the consolidated assets of the Borrower and its
Consolidated Subsidiaries or any other Wholly-Owned Subsidiary so designated by
the Borrower after the Effective Date.

"SIGNIFICANT SUBSIDIARY GUARANTY" means that certain guaranty, executed by
each Person that is a Significant Subsidiary on the Effective Date, each other
Significant Subsidiary required to execute the same pursuant to SECTION 8.1.9
and any other Person that executes the same, substantially in the form of
EXHIBIT E hereto (as such may be amended, supplemented or otherwise modified and
in effect from time to time).

"SPECIAL ENTITY" means any Unrestricted Subsidiary and any other Person
that is not a Guarantor or a Wholly-Owned Subsidiary.

"STATED AMOUNT" of each outstanding Letter of Credit means the maximum
amount that thereafter could be drawn under such Letter of Credit.

"STATED EXPIRY DATE" has the meaning assigned to that term in SECTION 4.1.

"SUBORDINATED DEBT" means the Old Subordinated Notes, the New Subordinated
Notes and Guaranties thereof as provided in the

Old Subordinated Note Indenture and the New Subordinated Note Indenture and all
other unsecured Indebtedness of the Borrower or any Guarantor for money borrowed

(A) (i) which is subordinated in right of payment to the
Liabilities (including any extensions or increases thereof and
including all interest thereon accruing after the commencement of any
proceedings referred to in SECTION 9.1.4) pursuant to subordination
terms no less favorable to the Agents and Lenders than the
subordination terms governing the New Subordinated Notes pursuant to
the New Subordinated Note Indenture,

(ii) which has a scheduled maturity of, and has no payments of
principal or payments to any sinking or similar fund scheduled earlier
than, one year after the date set forth in CLAUSE (a) of the
definition of "Commitment Termination Date", and

(iii) which is subject to such other terms and provisions
(including acceleration, covenant and default provisions) that are
less restrictive to the Borrower and its Subsidiaries than the terms
and provisions of this Agreement and the other Loan Documents
(PROVIDED, that the terms governing such Subordinated Debt shall not
include any cross-default provisions, but only cross-acceleration
provisions);

(B) (i) which is subordinated in right of payment to the
Liabilities (including any extensions or increases thereof and
including all interest thereon accruing after the commencement of any
proceedings referred to in SECTION 9.1.4) pursuant to subordination
terms (x) substantially similar to the subordination terms governing
the New Subordinated Notes pursuant to the New Subordinated Note
Indenture, or (y) prevalent in the market for similar types of
transactions at the time such Subordinated Debt is issued,

(iii) which in any event is subject to, and is only entitled to
the benefits of, such terms and provisions (including acceleration,
interest rate, sinking fund, covenant and default) satisfactory in
form and substance to the Administrative Agent and which has terms of
payment and holders satisfactory to the Administrative Agent, in each
case as evidenced by its written approval thereof.

"SUBSIDIARY" of any Person means (i) any corporation of which more than 50%
of the outstanding shares of Capital Stock of which having ordinary voting power
for the election of directors is owned directly or indirectly by such Person,
and (ii) any partnership, limited liability company, association, joint venture
or other entity in which such Person, directly or indirectly, has more than a
50% equity interest, and, except as otherwise indicated herein, references to
Subsidiaries shall refer to Subsidiaries of the Borrower. Notwithstanding the
foregoing, for purposes of the Loan Documents, an Unrestricted Subsidiary shall
not be deemed a Subsidiary of the Borrower other than for purposes of the
definition of "Unrestricted Subsidiary," unless the Borrower shall have
designated in writing to the Administrative Agent an Unrestricted Subsidiary as
a Subsidiary. A designation of an Unrestricted Subsidiary as a Subsidiary may
not thereafter be rescinded.

"SUBSIDIARY PLEDGE AGREEMENT" means a Subsidiary Pledge Agreement between a
Significant Subsidiary that is a Wholly-Owned Subsidiary and the Administrative
Agent substantially in the form of EXHIBIT J hereto, as amended, supplemented or
otherwise modified from time to time.

"TAXES" is defined in SECTION 3.10.

"TOTAL COMMITMENT AMOUNT" is defined in SECTION 2.2.1.

"TPI" means TPI Enterprises, Inc.

"TPIE" means TPI Entertainment, Inc.

"TRANSFEREE" is defined in SECTION 11.11(c).

"TYPE" means, relative to the outstanding principal amount of all or any
portion of a Loan, the portion thereof, if any, being maintained as a Base Rate
Loan or a Fixed Rate Loan.

"UNFUNDED BENEFIT LIABILITIES" means, with respect to any Pension Plan at
any time, the amount of unfunded benefit liabilities as determined under ERISA
section 4001(a)(18).

"UNITED STATES" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

"UNRESTRICTED SUBSIDIARY" means a Subsidiary of the Borrower designated in
writing to the Administrative Agent (i) whose properties and assets, to the
extent they secure Indebtedness, secure only Non-Recourse Indebtedness, (ii)
that has no Indebtedness other than Non-Recourse Indebtedness and (iii) that has
no Subsidiaries. Notwithstanding the foregoing, no Subsidiary may be designated
an Unrestricted Subsidiary by the Borrower if at the time of such designation it
is a Significant Subsidiary.

"VOTING STOCK" of any Person means outstanding securities of all classes of
such Person ordinarily (and apart from rights accruing under special
circumstances) having the right to elect directors.

"WELFARE PLAN" means a "welfare plan", as such term is defined in section
3(1) of ERISA.

"WHOLLY-OWNED SUBSIDIARY" means any Subsidiary of the Borrower of which
100% of the outstanding Capital Stock is owned by the Borrower or another
Wholly-Owned Subsidiary of the Borrower, except for (i) directors' qualifying
shares and (ii) Preferred Stock which (x) is not convertible into any other
class of Capital Stock and (y) has no right to vote on or consent to any matter
except (1) as expressly required by law and (2) the

right to appoint a director in the event of a default in the payment of
dividends or distributions thereunder (it being understood that if any right
described in this CLAUSE (2) becomes exercisable, any Subsidiary affected by
such right shall no longer constitute a Wholly-Owned Subsidiary).

SECTION 1.2 USE OF DEFINED TERMS. Terms for which meanings are provided
in this Agreement shall, unless otherwise defined or the context otherwise
requires, have such meanings when used in the Exhibits hereto, each Note, each
Extension of Credit Request, Continuation/Conversion Notice, Compliance
Certificate, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

SECTION 1.3 ACCOUNTING AND FINANCIAL DETERMINATIONS. Where the character
or amount of any asset or liability or item of income or expense is required to
be determined, or any accounting computation is required to be made, for the
purpose of this Agreement (including SECTION 8.2.3), such determination or
calculation shall, to the extent applicable and except as otherwise specified in
this Agreement, be made in accordance with GAAP as used in, and consistently
applied with, the financial statements referred to in SECTION 7.4.

ARTICLE II

COMMITMENTS

SECTION 2.1 COMMITMENTS. (a) Subject to the terms and conditions of this
Agreement (including ARTICLE VI), each Lender severally and for itself alone
agrees that it will, from time to time on any Business Day occurring during the
period commencing on the Effective Date and continuing to (but not including)
the Commitment Termination Date, make loans (relative to each Lender, its
"LOANS") to the Borrower equal to its Percentage of the aggregate amount of the
Borrowing requested from all Lenders on each such Business Day; PROVIDED,
HOWEVER, that no Lender shall be permitted (in the case of CLAUSE (a) below) or
required to make any Loan if, after giving effect thereto, the Aggregate
Outstanding Liabilities at any one time from

(i) all Lenders would exceed the Total Commitment Amount; or

(ii) such Lender would exceed its Percentage of the Total Commitment
Amount.

Subject to the terms hereof, the Borrower may from time to time prior to the
Commitment Termination Date borrow, prepay and reborrow amounts pursuant to the
Commitments.

(b) From time to time on any Business Day, the Issuer, severally and for
itself alone, on the terms and subject to the conditions hereinafter set forth,
hereby agrees to issue, and each Lender, severally and for itself alone, on the
terms and subject to the conditions hereinafter set forth, hereby agrees to
participate in, the Letters of Credit, in accordance with ARTICLE IV; PROVIDED,
THAT at no time shall any Lender's Percentage of the Aggregate Outstanding
Liabilities exceed such Lender's Percentage of the Total Commitment Amount.

SECTION 2.2 TOTAL COMMITMENT AMOUNT; REDUCTION OF TOTAL COMMITMENT AMOUNT.

SECTION 2.2.1 TOTAL COMMITMENT AMOUNT. The aggregate amount (the "TOTAL
COMMITMENT AMOUNT") of all Commitments on any date on or prior to the Commitment
Termination Date shall be $425,000,000, subject to reduction as provided in
SECTION 2.2.2.

SECTION 2.2.2 REDUCTION OF TOTAL COMMITMENT AMOUNT. The Total Commitment
Amount is subject to permanent reduction from time to time pursuant to this
SECTION 2.2.2.

(a) VOLUNTARY REDUCTIONS. The Borrower may, from time to time, on
not less than three Business Days' prior notice to the Administrative
Agent, voluntarily reduce the Total Commitment Amount; PROVIDED that all
partial reductions of such amount shall be in a minimum amount of
$5,000,000 or any larger integral multiple of $1,000,000 and the Borrower
may not reduce the Total Commitment Amount to an amount that is less than
the Aggregate Outstanding Liabilities.

(b) SCHEDULED MANDATORY REDUCTIONS. On each date set forth below,
the Total Commitment Amount shall automatically and permanently be reduced
by the amount set forth opposite such date:

DATE AMOUNT
---- ------

December 31, 2002 $25,000,000
March 31, 2003 $25,000,000
June 30, 2003 $25,000,000
September 30, 2003 $25,000,000
December 31, 2003 $50,000,000
Commitment Termination Date $275,000,000.

Voluntary reductions of the Total Commitment Amount pursuant to SECTION
2.2.2(a) and mandatory reductions of the Total Commitment Amount pursuant
to SECTIONS 2.2.2(c) and (d) shall diminish the amount of scheduled
reductions to the Total Commitment Amount thereafter occurring pursuant to
this SECTION 2.2.2(b) in inverse order of scheduled occurrence.

(c) MANDATORY REDUCTIONS WITH NET CASH PROCEEDS OF ASSET SALES. The
Total Commitment Amount shall be reduced by an amount equal to the Net Cash
Proceeds of all Asset Sales; PROVIDED, that the foregoing shall not apply
to (i) Asset Sales that result in Net Cash Proceeds of less than $2,500,000
in a single transaction or a series of related transactions, (ii) Net Cash
Proceeds that are reinvested within 360 days after the related Asset Sale
in assets of a kind used or useable in lines of business permitted by
SECTION 8.2.13, (iii) Net Cash Proceeds resulting from sales of Investments
permitted under SECTION 8.2.11(iv), (iv) Net Cash Proceeds resulting from
any Asset Sale if the assets sold in such Asset Sale are contemporaneously
leased back to the Borrower or the applicable Subsidiary on fair market
terms pursuant to an operating lease (as determined under GAAP as of the
date such lease is entered into) (it being understood that the Total
Commitment Amount shall be reduced by the Net Cash Proceeds of any Asset
Sale of assets which are leased back pursuant to a lease giving rise to a
Capitalized Lease Obligation) or (v) Net Cash Proceeds

resulting from sales of Capital Stock of Subsidiaries so long as no Event
of Default exists at the time of such Asset Sale or would result therefrom.
It is understood and agreed that any Net Cash Proceeds held by the Borrower
pending reinvestment or application hereunder shall be invested in
Investments permitted under SECTION 8.2.11(iv) while so held, to the extent
practicable.

(d) MANDATORY REDUCTIONS RESULTING FROM RECEIPT OF NET CASH PROCEEDS
OF SENIOR DEBT INCURRENCES. The Total Commitment Amount shall be reduced
by an amount equal to the Net Cash Proceeds of all Funded Debt (other than
Subordinated Debt) incurred after the Effective Date by the Borrower and
its Subsidiaries; PROVIDED, HOWEVER, that the Total Commitment Amount shall
not be so reduced to the extent that the aggregate principal amount of all
such Funded Debt incurred by the Borrower and its Subsidiaries does not
exceed $40,000,000 at any one time outstanding. When used in this SECTION
2.2.2(d), "FUNDED DEBT" means all Indebtedness of the Borrower and its
Subsidiaries (other than Indebtedness permitted under SECTION 8.2.1(iii))
(i) for borrowed money, (ii) evidenced by bonds, debentures, notes or other
similar instruments and (iii) in respect of all obligations for the
reimbursement of any obligor on any letter of credit, banker's acceptance
or similar credit transaction.

SECTION 2.3 FEES. (a) The Borrower agrees to pay the Administrative Agent
for the account of each Lender, for the period (including any portion thereof
when its Commitment is suspended by reason of the Borrower's inability to
satisfy any condition of ARTICLE VI) commencing on the Effective Date and
continuing through the Commitment Termination Date, a commitment fee at the PER
ANNUM rate specified in the table below opposite the Applicable Margin
Determination Ratio computed in the Applicable Margin Determination Ratio
Certificate then most recently delivered based on such Lender's Percentage times
the daily average of the excess of the Total Commitment Amount over the
Aggregate Outstanding Liabilities. Such commitment fees shall be payable by the
Borrower in arrears to each Lender on the last day of each Fiscal Quarter for
the Fiscal Quarter then ended (or, if such day is not a Business Day, on the
next succeeding

Business Day), commencing with the first such day following the Effective Date,
and on the Commitment Termination Date.

APPLICABLE MARGIN DETERMINATION RATIO RATE
------------------------------------- ----

Greater than or equal to 4.50 0.3750%
Greater than or equal to 4.00
and less than 4.50 0.3500%
Greater than or equal to 3.50
and less than 4.00 0.3250%
Greater than or equal to 3.00
and less than 3.50 0.2750%
Greater than or equal to 2.50
and less than 3.00 0.2250%
Greater than or equal to 2.00
and less than 2.50 0.2000%
Less than 2.00 0.1875%.

(b) The Borrower agrees to pay to the Administrative Agent, for the account
of the Lenders, a fee for each Letter of Credit (computed for the actual number
of days elapsed on the basis of a 360-day year) for the period from and
including the date of the issuance of such Letter of Credit to (but not
including) the date upon which such Letter of Credit expires, at the PER ANNUM
rate specified in the table below opposite the Applicable Margin Determination
Ratio computed in the Applicable Margin Determination Ratio Certificate then
most recently delivered multiplied by the face amount of each Letter of Credit.
Such fees shall be payable by the Borrower in arrears on the last day of each
Fiscal Quarter (or, if such day is not a Business Day, on the next succeeding
Business Day), and on the Commitment Termination Date for any period then ending
for which such fee shall not theretofore have been paid, commencing on the first
such date after the issuance of such Letter of Credit.

APPLICABLE MARGIN DETERMINATION RATIO RATE
------------------------------------- ----

Greater than or equal to 4.50 1.670%
Greater than or equal to 4.00
and less than 4.50 1.420%

Greater than or equal to 3.50
and less than 4.00 1.170%
Greater than or equal to 3.00
and less than 3.50 0.920%
Greater than or equal to 2.50
and less than 3.00 0.670%
Greater than or equal to 2.00
and less than 2.50 0.545%
Less than 2.00 0.420%.

(c) The Borrower agrees to pay to the Administrative Agent, for the account
of the Issuer, a fronting fee for each Letter of Credit (computed for the actual
number of days elapsed on the basis of a 360-day year) for the period from and
including the date of issuance of such Letter of Credit to (but not including)
the date upon which such Letter of Credit expires, of 0.08% per annum of the
face amount of such Letter of Credit. Such fees shall be payable by the
Borrower in arrears on the last day of each Fiscal Quarter (or, if such day is
not a Business Day, on the next succeeding Business Day), and on the Commitment
Termination Date for any period then ending for which such fee shall not
theretofore have been paid, commencing on the first such date after the issuance
of such Letter of Credit.

SECTION 2.4 TERMINATION. The Commitments shall terminate and each Lender
shall be relieved of its obligations to make any Loan, and to issue, or
participate in, any Letter of Credit, on the Commitment Termination Date.

ARTICLE III

LOANS AND NOTES

SECTION 3.1 BORROWING PROCEDURE. By furnishing an Extension of Credit
Request to the Administrative Agent on or before 11:00 a.m., Atlanta time, on
not less than three (or on the same day in the case of a Base Rate Loan) nor
more than five Business Days' notice before the date of any Borrowing requested
in such Extension of Credit Request, the Borrower may from time to time
irrevocably request that Loans constituting a Borrowing be made by all Lenders
in the aggregate in a minimum amount of

$5,000,000 or any larger integral multiple of $1,000,000. Subject to the terms
and conditions of this Agreement, each Borrowing shall be made on the Business
Day, and shall be comprised of the type of Loans, specified in the Extension of
Credit Request therefor. On such Business Day and subject to such terms and
conditions, each Lender shall provide the Administrative Agent with funds, on or
before 11:00 a.m. (or 12:00 noon in the case of a Base Rate Loan), Atlanta time,
in an amount equal to such Lender's Percentage of the requested Borrowing by
transferring same day or immediately available funds to such account as the
Administrative Agent shall specify from time to time by notice to the Lenders.
To the extent funds are received from the Lenders, on or before 2:30 p.m.,
Atlanta time, the Administrative Agent shall make available the proceeds of each
Borrowing by wire transfer of such proceeds to such transferees, or to such
accounts of the Borrower, as the Borrower shall have specified in the Extension
of Credit Request therefor. No Lender's obligation to make any Loan shall be
affected by any other Lender's failure to make any Loan.

SECTION 3.2 NOTES. All Loans made by each Lender shall be evidenced by a
Note payable to the order of such Lender in a maximum principal amount equal to
such Lender's Percentage of the original Total Commitment Amount. The Borrower
hereby irrevocably authorizes each Lender to make (or cause to be made)
appropriate notations on the grid attached to such Lender's Note (or on a
continuation of such grid attached to any such Note and made a part thereof),
which notations, if made, shall evidence, INTER ALIA, the date of, the
outstanding principal of, and the interest rate (including any conversions
thereof pursuant to SECTION 5.1) and Interest Period applicable to, the Loans
evidenced thereby. Any such notation on any such grid (or on any such
continuation) indicating the outstanding principal amount of such Lender's Loans
shall be rebuttable presumptive evidence of the principal amount thereof owing
and unpaid, but the failure to record any such amount on such grid (or on any
such continuation) shall not limit or otherwise affect the obligations of the
Borrower hereunder or under such Note to make payments of principal of or
interest on such Loans when due.

SECTION 3.3 PRINCIPAL PAYMENTS AND PREPAYMENTS. The Borrower will repay
the outstanding principal amount of the Notes

on or before the Commitment Termination Date. In addition, the Borrower:

(a) may make a voluntary prepayment in part in an aggregate principal
amount of not less than $5,000,000 or any larger integral multiple of
$1,000,000, or in full of the outstanding principal amount of the Loans
from time to time at any time upon at least three Business Days' prior
notice (or same day notice in the case of a Base Rate Loan) to the
Administrative Agent; and

(b) shall, on each date when any reduction in the Total Commitment
Amount shall become effective pursuant to SECTION 2.2.2, make a mandatory
prepayment of Loans and/or provide cash collateral to the Issuer for
Letters of Credit outstanding in an aggregate amount equal to the excess,
if any, of the Aggregate Outstanding Liabilities over the Total Commitment
Amount as so reduced.

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by SECTION 5.5. All interest
accrued on the principal amount of Loans prepaid shall be paid on the date of
such prepayment. No voluntary prepayment of principal of the Loans prior to the
Commitment Termination Date shall cause a reduction in the Total Commitment
Amount.

Each prepayment of the Loans shall, except as the Borrower may otherwise
have notified the Administrative Agent, be applied, to the extent of such
prepayment, (x) first, to Base Rate Loans, and (y) second, to Fixed Rate Loans.

SECTION 3.4 INTEREST. The Borrower agrees to pay interest on the
principal amount of the Loans from time to time unpaid prior to and at Maturity
(whether by required prepayment, declaration or otherwise) at a rate PER ANNUM:

(a) on that portion of the Loans being maintained from time to time as
Base Rate Loans, equal to the sum of the Base Rate from time to time in
effect PLUS the Applicable Margin, and

(b) on that portion of the Loans being maintained from time to time as
one or more Fixed Rate Loans during each applicable Interest Period, equal
to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period
PLUS the Applicable Margin.

SECTION 3.5 POST-MATURITY RATES. After the Maturity of all or any portion
of the principal amount of the Loans or Reimbursement Obligations or after any
other Liabilities shall have become due (whether by acceleration or otherwise),
the Borrower shall pay interest (after as well as before judgment) on the
principal amount of all types of Loans so matured or on such other Liabilities,
as the case may be, at a rate PER ANNUM which is determined by increasing each
of the Applicable Margins set forth in CLAUSES (a) and (b) of SECTION 3.4 by 2%
PER ANNUM for Loans so matured and, to the extent permitted by applicable law,
at a rate PER ANNUM equal to the Base Rate plus 2% for Reimbursement Obligations
and at a rate PER ANNUM equal to the Base Rate plus 3.125% for such other
Liabilities.

SECTION 3.6 PAYMENT DATES. Interest accrued on the Loans prior to
Maturity (as aforesaid) shall be payable, without duplication:

(a) on that portion of the Loans being maintained as Base Rate Loans,
on the last day of each month (or, if such day is not a Business Day, on
the next succeeding Business Day);

(b) on that portion of the Loans being maintained as one or more
Fixed Rate Loans, on the last day of each applicable Interest Period (and,
if such Interest Period shall exceed three months, on the three-month
anniversary of the first day of such Interest Period); and

(c) on that portion of the Loans being converted into a Base Rate
Loan or a Fixed Rate Loan on a day when interest would not otherwise have
been payable pursuant to CLAUSE (a) or (b), on the date of such conversion.

Interest on the Loans and other monetary Liabilities shall be payable at
Maturity (as aforesaid) and, thereafter, on demand.

SECTION 3.7 PAYMENTS, COMPUTATIONS, ETC. Unless otherwise expressly
provided herein, all payments by the Borrower pursuant to this Agreement, the
Notes, each Letter of Credit or any other Loan Document, whether in respect of
principal or interest, shall be made by the Borrower to the Administrative Agent
for the account of the Lenders PRO RATA according to their respective unpaid
principal amounts. The payment of all fees referred to in SECTIONS 2.3(a) and
(b) shall be made by the Borrower to the Administrative Agent for the account of
the Lenders entitled thereto PRO RATA according to their Percentages. All other
amounts payable to any Agent or Lender under this Agreement or any other Loan
Document shall be paid to the Administrative Agent for the account of the Person
entitled thereto. All such payments required to be made to the Administrative
Agent shall be made, without set-off, deduction or counterclaim, not later than
12:00 noon, Atlanta time, on the date due, in same day or immediately available
funds, to such account as the Administrative Agent shall specify from time to
time by notice to the Borrower. Funds received after that time shall be deemed
to have been received by the Administrative Agent on the next following Business
Day. The Administrative Agent shall promptly remit in same day or immediately
available funds to each Lender its share, if any, of such payments received by
the Administrative Agent for the account of such Lender. All interest and fees
shall be computed on the basis of the actual number of days (including the first
day but excluding the last day) occurring during the period for which such
interest or fee is payable over a year comprised of 360 days. Whenever any
payment to be made shall otherwise be due on a day which is not a Business Day,
such payment shall (except as otherwise required by CLAUSE (d) of the definition
of the term "INTEREST PERIOD" with respect to payments then due of principal of
or interest on any Notes being maintained as Fixed Rate Loans) be made on the
next succeeding Business Day and such extension of time shall be included in
computing interest, if any, in connection with such payment.

SECTION 3.8 PRORATION OF PAYMENTS. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of set-off, or
otherwise) on account of principal of or interest or fee on any Loan,
Reimbursement Obligation or Letter of Credit or Commitment (other than pursuant

to the terms of SECTION 5.4 or 5.5) in excess of its PRO RATA share of payments
then or therewith obtained by all Lenders upon principal of and interest and
fees on all Loans, Reimbursement Obligations, Commitments and Letters of Credit,
such Lender shall purchase from the other Lenders such participations in Loans
held by them and/or Letters of Credit as shall be necessary to cause such
purchasing Lender to share the excess payment or other recovery ratably with
each of them; PROVIDED, HOWEVER, that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Lender,
the purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to SECTION 3.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this Section to share in the benefits of any
recovery on such secured claim.

SECTION 3.9 SETOFF. In addition to and not in limitation of any rights of
any Lender under applicable law, each Lender shall, upon the occurrence of any
Default described in SECTION 9.1.4 or upon the occurrence of any Event of
Default, have the right to set off, appropriate and apply to the payment of the
Liabilities owing to it any and all balances, credits, deposits, accounts or
moneys of the Borrower then maintained with such Lender; PROVIDED, HOWEVER, that
any such appropriation and application shall be subject to the provisions of
SECTION 3.8.

SECTION 3.10 TAXES. All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future income, stamp
or other taxes, fees, duties, withholding or other charges of any nature
whatsoever imposed by any taxing authority, other than taxes

imposed on or measured by any Lender's net income or receipts (such non-excluded
items being hereinafter referred to as "TAXES"). In the event that any
withholding or deduction from any payment to be made by the Borrower hereunder
is required in respect of any Taxes pursuant to any applicable law, rule or
regulation, then the Borrower will:

(a) pay to the relevant authority the full amount required to be so
withheld or deducted;

(b) promptly forward to the Administrative Agent an official receipt
or other documentation satisfactory to the Administrative Agent evidencing
such payment to such authority; and

(c) pay to the Administrative Agent for the account of the Lenders
such additional amount or amounts as is necessary to ensure that the net
amount actually received by each Lender, after giving effect to any credit
against Taxes received by each such Lender as a result of such withholding
or deduction, will equal the full amount such Lender would have received
had no such withholding or deduction been required. Each such Lender shall
determine such additional amount or amounts payable to it (which
determination shall, in the absence of demonstrable error, be conclusive
and binding on the Borrower).

Upon the request of the Borrower, each Lender that is organized under the laws
of a jurisdiction other than the United States or any state thereof shall, prior
to the due date of any payments under the Notes, execute and deliver to the
Borrower, on or about the first scheduled payment date in each Fiscal Year, a
United States Internal Revenue Service Form 1001 or Form 4224 (or any successor
form), appropriately completed.

ARTICLE IV

LETTERS OF CREDIT

SECTION 4.1 ISSUANCE REQUESTS. By delivering an Issuance Request to the
Administrative Agent and the Issuer on or before 12:00 noon, Atlanta time, the
Borrower may request, from time to time prior to the Commitment Termination Date
and on not less than three (3) nor more than ten (10) Business Days' prior
notice, that the Issuer issue an irrevocable standby or commercial (trade)
letter of credit in such form as may be requested by the Borrower and approved
by the Issuer (each a "LETTER OF CREDIT"), in support of financial obligations
of the Borrower incurred in the Borrower's ordinary course of business and which
are described in such Issuance Request. Each Letter of Credit shall by its
terms: (a) be issued in a Stated Amount which, when added (without duplication)
to the sum of all other Aggregate Outstanding Liabilities on such day (after
giving effect to the incurrence or repayment of any Aggregate Outstanding
Liabilities on such day) would not exceed the Total Commitment Amount; (b) be
issued in a Stated Amount which, when added (without duplication) to the sum of
all other Letter of Credit Outstandings on such day (after giving effect to the
incurrence or repayment of any other Letter of Credit Outstandings on such day)
would not exceed $25,000,000; and (c) be stated to expire on a date (its "STATED
EXPIRY DATE") no later than the earlier of one year from its date of issuance
and 30 days prior to the Commitment Termination Date. So long as no Default has
occurred and is continuing, by delivery to the Issuer and the Administrative
Agent of an Issuance Request at least three (3) but not more than ten (10)
Business Days prior to the Stated Expiry Date of any Letter of Credit, the
Borrower may request the Issuer to extend the Stated Expiry Date of such Letter
of Credit for one or more additional periods, each such period to expire not
later than the earlier of one year from its date of extension and 30 days prior
to the Commitment Termination Date. Notwithstanding anything to the contrary
herein, the Issuer shall not be obligated to issue any Letter of Credit payable
in a currency other than Dollars.

SECTION 4.2 ISSUANCES AND EXTENSIONS. On the terms and subject to the
conditions of this Agreement (including ARTICLE VI), the Issuer shall issue
Letters of Credit, and extend, one or more times, the Stated Expiry Dates of
outstanding

Letters of Credit, in accordance with the Issuance Requests made therefor. Upon
such issuance or extension, the Issuer shall promptly notify the Administrative
Agent thereof. The Issuer will make available the original of each Letter of
Credit which it issues in accordance with the Issuance Request therefor to the
beneficiary thereof and will promptly notify the beneficiary under any Letter of
Credit of any extension of the Stated Expiry Date thereof.

SECTION 4.3 EXPENSES. The Borrower agrees to pay to the Issuer all
agreed upon administrative expenses of the Issuer in connection with the
issuance, maintenance, modification (if any) and administration of each Letter
of Credit issued by the Issuer upon demand from time to time.

SECTION 4.4 OTHER LENDERS' PARTICIPATION. Each Letter of Credit issued
pursuant to SECTION 4.2 shall, effective upon its issuance and without further
action, be issued on behalf of all Lenders (including the Issuer) PRO RATA
according to their respective Percentages. Each Lender shall, to the extent of
its Percentage, be deemed irrevocably to have participated in the issuance of
such Letter of Credit and shall be responsible to reimburse promptly the Issuer
for Reimbursement Obligations which have not been reimbursed by the Borrower in
accordance with SECTION 4.5, or which have been reimbursed by the Borrower but
must be returned, restored or disgorged by the Issuer for any reason, and each
Lender shall, to the extent of its Percentage, be entitled to receive from the
Administrative Agent a ratable portion of the letter of credit fees received by
the Administrative Agent pursuant to SECTION 2.3(b), with respect to each Letter
of Credit. In the event that (i) the Borrower shall fail to reimburse the
Issuer, and if for any reason Loans shall not be made to fund any Reimbursement
Obligation, all as provided in SECTION 4.5 and in an amount equal to the amount
of any drawing honored by the Issuer under a Letter of Credit issued by it, or
(ii) the Issuer must for any reason return or disgorge all or any portion of
such reimbursement, or (iii) the Borrower shall fail to fully cash collateralize
any Letter of Credit after the Commitment Termination Date pursuant to SECTION
4.7 and a payment under or draw upon such Letter of Credit is made, the Issuer
shall promptly notify the Administrative Agent who shall promptly notify each
Lender of the unreimbursed amount of such drawing and

of such Lender's respective participation therein. Each Lender shall make
available to the Issuer, whether or not any Default shall have occurred and be
continuing, and whether or not any other conditions specified in SECTION 6.2 are
satisfied, an amount equal to its respective participation in same day or
immediately available funds at the office of the Issuer specified in such notice
not later than 11:00 A.M., Atlanta time, on the Business Day (under the laws of
the jurisdiction of the Issuer) after the date notified by the Issuer. In the
event that any Lender fails to make available to the Issuer the amount of such
Lender's participation in such Letter of Credit as provided herein, the Issuer
shall be entitled to recover such amount on demand from such Lender together
with interest at the daily average Federal Funds Rate PLUS, if such Lender has
not paid the Issuer the amount of its participation in full within four (4)
Business Days from the date of such demand by the Administrative Agent (and
commencing on such fourth Business Day), 1% per annum. The Issuer shall
distribute to each other Lender which has paid all amounts payable by it under
this ARTICLE IV with respect to any Letter of Credit issued by such Issuer, such
other Lender's Percentage of all payments received by the Issuer from the
Borrower in reimbursement of drawings honored by the Issuer under the Letter of
Credit when such payments are received.

SECTION 4.5 DISBURSEMENTS. The Issuer will notify the Borrower and the
Administrative Agent promptly of the presentment for payment under or draw upon
any Letter of Credit, together with notice of the date (a "DISBURSEMENT DATE")
such payment shall be made; PROVIDED, HOWEVER, that the failure of the Issuer to
so notify the Borrower and the Administrative Agent shall not affect the rights
of the Issuer or the Lenders to be reimbursed under the terms of this Agreement
in any manner whatsoever. Subject to the terms and provisions of such Letter of
Credit, the Issuer shall make such payment to the beneficiary (or its designee)
of such Letter of Credit. Prior to 12:00 noon, Atlanta time, on the
Disbursement Date, the Borrower will reimburse the Issuer for all amounts which
it has disbursed under the Letter of Credit. To the extent the Issuer is not
reimbursed in full in accordance with the THIRD SENTENCE of this SECTION 4.5,
the Borrower's Reimbursement Obligation shall accrue interest at the Default
Rate, payable on demand. In the event the Issuer is not reimbursed by the
Borrower on the Disbursement Date, or if the

Issuer must for any reason return or disgorge such reimbursement, the Lenders
(including the Issuer) shall, on the terms and subject to the conditions of this
Agreement, fund the Reimbursement Obligation therefor by making, on the next
Business Day, Loans which are Base Rate Loans as provided in SECTION 3.1 (the
Borrower being deemed to have given a timely Extension of Credit Request
therefor for such amount) that shall be payable on demand and that shall accrue
interest until paid in full at the Default Rate.

SECTION 4.6 REIMBURSEMENT. The Borrower's obligation (a "REIMBURSEMENT
OBLIGATION") under SECTION 4.5 to reimburse the Issuer with respect to each
payment or disbursement (including interest thereon) and, without duplication,
to repay Loans pursuant to SECTION 4.5 and each Lender's obligation to make
participation payments in each drawing which has not been reimbursed by the
Borrower, shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim, or defense to payment which the
Borrower may have or have had against any Lender or any beneficiary of a Letter
of Credit, including any defense based upon the occurrence of any Default, any
draft, demand or certificate or other document presented under a Letter of
Credit proving to be forged, fraudulent, invalid or insufficient (even if
notified thereof by the Borrower), the failure of any payment or disbursement to
conform to the terms of the applicable Letter of Credit (if, in the Issuer's
good faith opinion, such payment or disbursement is determined to be
appropriate) or any non-application or misapplication by the beneficiary of the
proceeds of such payment or disbursement, or the legality, validity, form,
regularity, or enforceability of such Letter of Credit; PROVIDED, HOWEVER, that
nothing herein shall adversely affect the right of the Borrower to commence any
proceeding against the Issuer for any wrongful payment or disbursement made by
the Issuer under a Letter of Credit as a result of acts or omissions
constituting gross negligence or wilful misconduct on the part of the Issuer.

SECTION 4.7 DEEMED DISBURSEMENTS. Upon the occurrence of the Commitment
Termination Date, an amount equal to that portion of Letter of Credit
Outstandings attributable to undrawn Letters of Credit outstanding on the
Commitment Termination Date (and not returned undrawn to the Issuer by the
beneficiaries thereof on or

prior to the Commitment Termination Date) shall automatically, without demand
upon or notice to the Borrower, be deemed to have been paid or disbursed by the
Issuer under the Letters of Credit (notwithstanding that such amount may not in
fact have been so paid or disbursed), and the Borrower shall be immediately
obligated to reimburse the Issuer the amount deemed to have been so paid or
disbursed by the Issuer. Any amounts so received by the Issuer from the
Borrower pursuant to this SECTION 4.7 shall be held as collateral security for
the repayment of the Borrower's obligations in connection with the Letters of
Credit issued by the Issuer. At any time when any such Letter of Credit shall
terminate and all liabilities of the Issuer thereunder are either terminated or
paid or reimbursed to the Issuer in full, the Liabilities of the Borrower under
this SECTION 4.7 shall be reduced accordingly (subject, however, to
reinstatement in the event any payment in respect of any such Letter of Credit
is recovered in any manner from the Issuer), and the Issuer will return to the
Borrower the aggregate amount deposited by the Borrower with the Issuer in
respect of such Letter of Credit and not theretofore applied by the Issuer to
any Reimbursement Obligation arising from such Letter of Credit, together with
all earnings thereon pursuant to the immediately succeeding sentence. All
amounts on deposit pursuant to this SECTION 4.7 shall, until their application
to any Reimbursement Obligation or their return to the Borrower, as the case may
be, bear interest at the daily average Federal Funds Rate from time to time in
effect, which interest shall be held by the Issuer as additional collateral
security for the repayment of the Liabilities in connection with the Letters of
Credit issued by the Issuer.

SECTION 4.8 NATURE OF REIMBURSEMENT OBLIGATIONS. The Borrower shall
assume all risks of the acts, omissions, or misuse of any Letter of Credit by
the beneficiary thereof. Without limiting the foregoing and without limiting
SECTION 4.6, the Issuer shall not be responsible for the following:

(a) the form, validity, sufficiency, accuracy, genuineness, or legal
effect of any document submitted to the Issuer by any party in connection
with the application for and issuance of a Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent, or forged;

(b) the form, validity, sufficiency, accuracy, genuineness, or legal
effect of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder
or proceeds thereof in whole or in part, which may prove to be invalid or
ineffective for any reason;

(c) failure of the beneficiary to comply fully with conditions
required in order to demand payment under a Letter of Credit;

(d) errors, omissions, interruptions, or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex, or otherwise;
or

(e)any loss or delay in the transmission or delivery of any document
or draft required in order to make a payment or disbursement under a Letter
of Credit or of the proceeds thereof.

None of the foregoing shall affect, impair, or prevent the vesting of any of the
rights or powers granted the Issuer or any Lender hereunder. In furtherance and
extension, and not in limitation or derogation, of any of the foregoing, any
action taken or omitted to be taken by the Issuer in good faith shall be binding
upon the Borrower and shall not put the Issuer under any resulting liability to
the Borrower. Any of the foregoing notwithstanding, the Borrower may have a
claim against the Issuer, and the Issuer may be liable to the Borrower, to the
extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower which were caused by the Issuer's
gross negligence or wilful misconduct.

ARTICLE V

BASE RATE AND FIXED RATE
OPTIONS FOR THE LOANS

SECTION 5.1 ELECTIONS. The Loans comprising any Borrowing may be made as
a loan having a fluctuating rate of interest determined by reference to the Base
Rate ("BASE RATE LOANS") or,

at the Borrower's election made in accordance with this Section, as a loan (a
"FIXED RATE LOAN") having for each particular Interest Period a fixed rate of
interest determined by reference to the LIBO Rate (Reserve Adjusted), as
specified in the Extension of Credit Request for such Loan. The Borrower may
from time to time irrevocably elect by delivering to the Administrative Agent a
Continuation/Conversion Notice, on not less than one (or not less than three if
a Loan is to be continued as, or converted into, a Fixed Rate Loan) nor more
than five Business Days' notice:

(a) that all, or any portion in a minimum amount of $5,000,000 or any
larger integral multiple of $1,000,000, of the outstanding principal amount
of any Borrowing be converted from Base Rate Loans into Fixed Rate Loans or
from Fixed Rate Loans into Base Rate Loans; and

(b) on the expiration of the Interest Period applicable to any Fixed
Rate Loans, that all, or any portion in a minimum amount of $5,000,000 or
any larger integral multiple of $1,000,000, of the outstanding principal
amount of such Fixed Rate Loans be continued as Fixed Rate Loans or be
converted into Base Rate Loans (in the absence of the delivery of a
Continuation/Conversion Notice pursuant to this clause, the Borrower will
be deemed to have requested that such Fixed Rate Loans be converted into
Base Rate Loans);

PROVIDED, HOWEVER, that:

(i) no portion of the outstanding principal amount of any Loans may be
continued as, or be converted into, Fixed Rate Loans if, after giving
effect to such action, the Interest Period applicable thereto shall extend
beyond the date of any prepayment required by SECTION 3.3, unless a
sufficient principal amount of other Loans are being maintained as Base
Rate Loans to permit such prepayment to be applied in full to such Base
Rate Loans;

(ii) no portion of the outstanding principal amount of any Loans may
be continued as, or be converted into, a Fixed

Rate Loan when any Default has occurred and is continuing; and

(iii) no portion of the outstanding principal amount of any Loans may
be made or continued as, or be converted into, Base Rate Loans or Fixed
Rate Loans unless, after giving effect to such action, the principal amount
of Loans of each type outstanding from each Lender then being so made,
continued or converted shall be equal to such Lender's Percentage of the
outstanding principal amount of all Loans then being so made, continued or
converted.

Each Continuation/Conversion Notice requesting that all, or any portion, of the
principal amount of the Loans be continued as, or be converted into, Fixed Rate
Loans shall specify the duration of the Interest Period commencing upon such
continuation or conversion.

Each Lender may, if it so elects, fulfill its commitment to make or
maintain any portion of the principal amount of a Loan as, or to convert any
portion of the principal amount of a Loan into, one or more Fixed Rate Loans by
causing a foreign branch or Affiliate of such Lender to make or maintain any
such Fixed Rate Loan; PROVIDED, HOWEVER, that in such event such Fixed Rate Loan
shall be deemed to have been made by such Lender, and the obligation of the
Borrower to repay such Fixed Rate Loan shall nevertheless be to such Lender and
shall be deemed to be held by it, to the extent of such Fixed Rate Loan, for the
account of such foreign branch or Affiliate.

The Borrower understands that, if it elects that any portion of the
principal amount of a Borrowing be made, continued as or be converted into, a
Fixed Rate Loan, each Lender may (while being entitled to fund all or any
portion of such Fixed Rate Loan as it may see fit) wish to be able to fund such
Fixed Rate Loan by purchasing Dollar deposits in its LIBOR Office's interbank
eurodollar market. Accordingly, in connection with any determination to be made
for purposes of SECTION 5.2, 5.3, 5.4 or 5.5, it shall be conclusively assumed
that such Lender has elected to fund all Fixed Rate Loans by purchasing Dollar
deposits in such interbank eurodollar market.

SECTION 5.2 FIXED RATE LENDING UNLAWFUL. If as the result of any
Regulatory Change any Affected Lender shall determine (which determination
shall, in the absence of demonstrable error, be conclusive and binding on the
Borrower) that it is unlawful for the Affected Lender to make, continue or
maintain a Loan as, or to convert a Loan into, one or more Fixed Rate Loans, the
obligation of the Affected Lender under SECTION 5.1 to make, continue or
maintain any portion of the principal amount of a Loan as, or to convert such
Loan into, one or more Fixed Rate Loans shall, upon such determination (and
telephonic notice thereof confirmed in writing to the Administrative Agent and
the Borrower), forthwith terminate, and the Administrative Agent shall, by
telephonic notice confirmed in writing to the Borrower and each Lender, declare
that such obligation has so terminated, and any portion of the principal amount
of a Loan then maintained as one or more Fixed Rate Loans by the Affected Lender
shall automatically convert into a Base Rate Loan. If circumstances
subsequently change so that the Affected Lender shall determine that it is no
longer so affected, the obligation of the Affected Lender under SECTION 5.1 to
make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall,
upon such determination (and telephonic notice thereof confirmed in writing to
the Administrative Agent and the Borrower), forthwith be reinstated, and the
Administrative Agent shall, by notice to the Borrower and each Lender, declare
that such obligation has been so reinstated.

SECTION 5.3 DEPOSITS UNAVAILABLE. If prior to the date on which all or
any portion of the principal amount of any Loan is to be made, continued as, or
be converted into, a Fixed Rate Loan, any Affected Lender or the Administrative
Agent shall determine for any reason whatsoever (which determination shall, in
the absence of demonstrable error, be conclusive and binding on the Borrower)
that:

(a) Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to the Affected Lender in its relevant
market; or

(b) by reason of circumstances affecting BNS in its relevant market,
adequate means do not exist for

ascertaining the interest rate applicable hereunder to Fixed Rate Loans;

the Administrative Agent (after receipt of notice from the Affected Lender, in
the case of CLAUSE (a) above) shall promptly give telephonic notice of such
determination confirmed in writing to each Lender and the Borrower, and:

(i) the obligation under SECTION 5.1 of the Affected Lender (in the
case of CLAUSE (a) above) or all Lenders (in the case of CLAUSE (b) above)
to make, continue any portion of the principal amount of a Loan as, or to
convert a Loan into, one or more Fixed Rate Loans shall, upon such
notification, forthwith terminate; and

(ii) the portion of all Loans then maintained as Fixed Rate Loans by
the Affected Lender (in the case of CLAUSE (a) above) or all Lenders (in
the case of CLAUSE (b) above) shall on the expiration of the Interest
Period applicable thereto automatically convert into Base Rate Loans.

If circumstances subsequently change so that the Administrative Agent or the
Affected Lender, as the case may be, shall no longer be so affected, the
Administrative Agent shall promptly give telephonic notice thereof confirmed in
writing to the Borrower and each of the Lenders, and the obligations of the
Affected Lender or all Lenders, as the case may be, under SECTION 5.1 to make or
continue Loans as, or convert Loans into, Fixed Rate Loans shall be reinstated,
and the Administrative Agent shall, by notice to the Borrower and each Lender,
declare that such obligations have been so reinstated.

SECTION 5.4 CAPITAL ADEQUACY; INCREASED COSTS, ETC. The Borrower further
agrees to reimburse each Lender for any increase in the cost to such Lender of
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any portion of the principal amount of any of its Loans as, or of
converting (or of its obligation to convert) any portion of the principal amount
of any of its Loans into, Fixed Rate Loans or issuing or maintaining or
participating in any Letter of Credit and for any reduction in the amount of any
sum receivable by such Lender hereunder in respect of making, continuing or
maintaining any

portion of the principal amount of any of its Loans as, or converting any
portion of the principal amount of any Loans into, Fixed Rate Loans, or issuing
or maintaining or participating in any Letter of Credit, in either case, from
time to time by reason of:

(a) to the extent not included in the calculation of the LIBO Rate
(Reserve Adjusted), the adoption or compliance with any capital adequacy,
reserve, special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, such Lender, under or
pursuant to any law, treaty, rule, regulation (including any F.R.S. Board
Regulation) or requirement in effect on the date hereof or as the result of
any Regulatory Change; or

(b) any Regulatory Change which shall subject such Lender to any tax
(other than taxes on net income or receipts), levy, impost, charge, fee,
duty, deduction or withholding of any kind whatsoever or change the
taxation of any Loan made or maintained as a Fixed Rate Loan or any Letter
of Credit or participation therein and the interest thereon (other than any
change which affects, and to the extent that it affects, the taxation of
net income or receipts).

In any such event, such Lender shall promptly notify the Administrative Agent
and the Borrower thereof stating the reasons therefor and the additional amount
required fully to compensate such Lender for such increased cost or reduced
amount. Such additional amounts shall be payable on demand after receipt of
such notice. A statement as to any such increased cost or reduced amount or any
change therein (including calculations thereof in reasonable detail) shall be
submitted by such Lender to the Administrative Agent and the Borrower and shall,
in the absence of demonstrable error, be conclusive and binding on the Borrower.

SECTION 5.5 FUNDING LOSSES. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation,
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert

any portion of the principal amount of any Loan into, a Fixed Rate Loan) as a
result of:

(a) payment or prepayment of the principal amount of any Fixed Rate
Loan on a date other than the scheduled last day of the Interest Period
applicable thereto, whether pursuant to SECTION 3.3 or otherwise;

(b) any conversion of all or any portion of the outstanding principal
amount of any Fixed Rate Loan to a Base Rate Loan pursuant to SECTION 5.1
prior to the expiration of the Interest Period then applicable thereto; or

(c) a Loan not being made, continued as, or converted into, a Fixed
Rate Loan in accordance with an Extension of Credit Request or the
Continuation/Conversion Notice given therefor (other than as the result of
a default by such Lender in complying with such Extension of Credit Request
or such Continuation/Conversion Notice);

then, upon the request of such Lender to the Borrower (with copies to the
Administrative Agent), the Borrower shall pay directly to such Lender such
amount as will (in the reasonable determination of such Lender) reimburse such
Lender for such loss or expense. A certificate as to any such loss or expense
(including calculations thereof in reasonable detail) shall be submitted by the
Lender to the Administrative Agent and the Borrower and shall, in the absence of
demonstrable error, be conclusive on the Borrower.

ARTICLE VI

CONDITIONS TO EXTENSIONS OF CREDIT

SECTION 6.1 CONDITIONS TO INITIAL EXTENSION OF CREDIT. The obligations of
the Lenders to fund the initial Extension of Credit shall be subject to the
prior or concurrent satisfaction of each of the following conditions:

SECTION 6.1.1 RESOLUTIONS, ETC. The Administrative Agent shall have
received:

(a) a certificate, dated the date of the initial Extension of Credit,
of the Secretary or an Assistant Secretary of the Borrower and each other
Loan Party as to

(i) resolutions of its Board of Directors then in full force and
effect authorizing the execution, delivery and performance of the Loan
Documents to be executed by it hereunder, and

(ii) the incumbency and signatures of those of its officers
authorized to act with respect to this Agreement and each Loan
Document executed by it;

upon which certificate the Administrative Agent and each Lender may
conclusively rely until the Administrative Agent shall have received a
further certificate of the Secretary or an Assistant Secretary of such Loan
Party cancelling or amending such prior certificate; and

(b) such other documents (certified if requested) as the
Administrative Agent or the Required Lenders may reasonably request, as
soon as practicable after the execution of this Agreement, with respect to
any Organic Document, Contractual Obligation or Approval.

SECTION 6.1.2 DELIVERY OF NOTES. The Borrower shall have delivered to the
Administrative Agent, for the account of each Lender, a Note, dated the date of
the initial Extension of Credit, duly executed and delivered and conforming to
the requirements of SECTION 3.2.

SECTION 6.1.3 OPINION OF COUNSEL. The Administrative Agent shall have
received an opinion, dated the date of the initial Extension of Credit,
addressed to the Administrative Agent and all Lenders from Xxxxxxx & Xxxx X.X.,
counsel to the Borrower and each Significant Subsidiary, substantially in the
form of EXHIBIT F hereto.

SECTION 6.1.4 CLOSING FEES, EXPENSES, ETC. The Administrative Agent
shall have received for its own account, or for the account of each Lender, as
the case may be, all fees and expenses due and payable pursuant to SECTION 2.3
or SECTION 11.3, if then invoiced.

SECTION 6.1.5 SIGNIFICANT SUBSIDIARY GUARANTY. The Administrative Agent
shall have received the Significant Subsidiary Guaranty, dated the date of the
initial Extension of Credit, duly executed by each Person that is a Significant
Subsidiary as of the date of the initial Borrowing.

SECTION 6.1.6 SATISFACTORY LEGAL FORM. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower and each Significant
Subsidiary shall be satisfactory in form and substance to the Administrative
Agent and its counsel; the Administrative Agent and its counsel shall have
received all information, and such counterpart originals or such certified or
other copies of such materials, as the Administrative Agent or its counsel may
request; and all legal matters incident to the transactions contemplated by this
Agreement shall be satisfactory to counsel to the Administrative Agent.

SECTION 6.1.7 COMPLIANCE WITH WARRANTIES, NON-DEFAULT, ETC. The
representations and warranties set forth in ARTICLE VII shall have been true and
correct as of the date initially made, and on the date (and after giving effect
to the incurrence) of the initial Extension of Credit:

(a) such representations and warranties shall be true and correct
with the same effect as if then made;

(b) no Default shall have then occurred and be continuing; and

(c) since March 28, 1996 there shall have been no occurrence (other
than changes that are seasonal in nature) which, individually or in the
aggregate, would reasonably be expected to have a Materially Adverse
Effect.

SECTION 6.1.8 NEW SUBORDINATED NOTES INDENTURE. The Administrative Agent
shall have received a copy, certified as

true and correct by the Secretary of the Borrower, of the New Subordinated Notes
Indenture.

SECTION 6.1.9 EXISTING CREDIT AGREEMENT. All Indebtedness under the
Existing Credit Agreement shall be paid in full.

SECTION 6.1.10 NEW SUBORDINATED NOTES. The Administrative Agent shall
have received evidence satisfactory to it that the Borrower has issued the New
Subordinated Notes on terms and conditions satisfactory to the Administrative
Agent for gross proceeds of not less than $150,000,000.

SECTION 6.1.11 FINANCIAL INFORMATION. Each Agent and each Lender shall
have received (i) a balance sheet at the close of Borrower's Fiscal Year ended
March 28, 1996, together with statements of operations, shareholders' equity and
cash flows for such Fiscal Year, for the Borrower and its Consolidated
Subsidiaries certified without Impermissible Qualification by Coopers & Xxxxxxx
LLP and (ii) a balance sheet at the close of Borrower's Fiscal Quarter ended
December 26, 1996, together with statements of operations, shareholders' equity
and cash flows for the period commencing at the close of the previous Fiscal
Year and ending at the close of such Fiscal Quarter, for the Borrower and its
Consolidated Subsidiaries certified by the chief accounting or financial
Authorized Officer of the Borrower.

SECTION 6.1.12 LITIGATION. No litigation, arbitration or governmental
investigation or proceeding shall be pending which seeks to enjoin any
transactions contemplated hereby or purports to affect the legality, validity or
enforceability of this Agreement or any other Loan Document.

SECTION 6.2 ALL EXTENSIONS OF CREDIT. The obligations of the Lenders to
make any Loan or issue any Letter of Credit (including the initial Loans and
Letters of Credit) shall also be subject to the satisfaction of each of the
conditions precedent set forth in SECTIONS 6.2.1 through 6.2.3.

SECTION 6.2.1 COMPLIANCE WITH WARRANTIES, NON-DEFAULT, ETC. The
representations and warranties set forth in ARTICLE VII shall have been true and
correct as of the date initially made, and on

the date (and after giving effect to the incurrence) of such Loan or Letter of
Credit:

(a) such representations and warranties shall be true and correct with
the same effect as if then made;

(b) no Default shall have then occurred and be continuing; and

SECTION 6.2.2 ABSENCE OF LITIGATION, ETC. No labor controversy,
litigation, arbitration or governmental investigation or proceeding shall be
pending or, to the knowledge of the Borrower, threatened against the Borrower or
any Subsidiary which was not disclosed by the Borrower to the Lenders pursuant
to SECTION 7.6 or 7.12 (or prior to the date of the Loans most recently made
hereunder, if any, pursuant to SECTION 8.1.6), and no development shall have
occurred in any labor controversy, litigation, arbitration or governmental
investigation or proceeding so disclosed, which, in either event, would
reasonably be expected to have a Materially Adverse Effect.

SECTION 6.2.3 EXTENSION OF CREDIT REQUEST. The Administrative Agent shall
have received an Extension of Credit Request for such Loan or Letter of Credit.

ARTICLE VII

WARRANTIES, ETC.

In order to induce the Lenders and the Agents to enter into this Agreement
and to make Loans and issue or participate in Letters of Credit hereunder, the
Borrower represents and warrants to each Agent and each Lender as follows:

SECTION 7.1 ORGANIZATION, POWER, AUTHORITY, ETC. Each Loan Party is a
corporation validly organized and existing and in good

standing under the laws of the state of its incorporation, is duly qualified to
do business and in good standing as a foreign corporation in each jurisdiction
where the nature of its business makes such qualification necessary and where
the failure to so qualify would reasonably be expected to have a Materially
Adverse Effect and has full power and authority to own and hold under lease its
property and conduct its business substantially as presently conducted by it.
Each Loan Party has full power and authority to enter into and to perform its
obligations under this Agreement and each Loan Document to which each is a party
and, in the case of Borrower, to borrow the Loans hereunder.

SECTION 7.2 DUE AUTHORIZATION. The execution and delivery by each Loan
Party of each Loan Document to which it is a party, the performance by each Loan
Party of its respective obligations under each such Loan Document and the
borrowings hereunder by the Borrower have been duly authorized by all necessary
corporate action, do not require any Approval, do not and will not conflict
with, result in any violation of, or constitute any default under, any provision
of any Organic Document or material Contractual Obligation (except as disclosed
in ITEM 1 ("MATERIAL CONTRACTUAL OBLIGATIONS") of EXHIBIT A) of such Loan Party
(or any other material Contractual Obligation) or any present law or
governmental regulation or court decree or order applicable to any Loan Party
and will not result in or require the creation or imposition of any Lien on any
of the properties of any Loan Party pursuant to the provisions of any
Contractual Obligation, other than Liens in favor of the Administrative Agent
and the Lenders pursuant to the Loan Documents.

SECTION 7.3 VALIDITY, ETC. This Agreement is, and each other Loan
Document executed by any Loan Party will on the due execution and delivery
thereof by such Loan Party be, the legal, valid and binding obligation of such
Loan Party enforceable in accordance with its terms, subject, as to enforcement,
only to bankruptcy, insolvency, reorganization, moratorium or other similar laws
at the time in effect affecting the enforceability of the rights of creditors
generally, and by general equitable principles which may limit the right to
obtain the remedy of specific performance of executory covenants.

SECTION 7.4 FINANCIAL INFORMATION. All balance sheets, the statements of
operations, of shareholders' equity and of cash flows and other financial
information of the Borrower which have been or shall hereafter be furnished by
or on behalf of the Borrower to the Lenders for the purposes of or in connection
with this Agreement or any transaction contemplated hereby pursuant to SECTION
6.1.11, SECTION 8.1.1(a) or SECTION 8.1.1(b) (except SECTION 8.1.1(a)(iii))
(including the financial information referred to below) have been or will be
prepared in accordance with GAAP consistently applied throughout the periods
involved (except as disclosed therein) and do or will present fairly the
consolidated financial condition of the Persons covered thereby as at the dates
thereof and the results of their operations for the periods then ended,
including the consolidated balance sheet at March 28, 1996, and the consolidated
statements of earnings, of shareholders' equity and of cash flows, for the
Fiscal Year then ended, of the Borrower and its Consolidated Subsidiaries.
Since March 28, 1996, there has been no occurrence (other than changes that are
seasonal in nature) which, individually or in the aggregate, would reasonably be
expected to have a Materially Adverse Effect.

SECTION 7.5 ABSENCE OF CERTAIN DEFAULTS. Neither the Borrower nor any
Subsidiary is in default: (a) in the payment of (or in the performance of any
material obligation applicable to) any Indebtedness outstanding in a principal
amount exceeding $6,500,000; or (b) under any law, governmental regulation,
court decree or order which would reasonably be expected to have a Materially
Adverse Effect.

SECTION 7.6 LITIGATION, ETC. Except as described in ITEM 2 ("LITIGATION")
of EXHIBIT A, no litigation, arbitration or governmental investigation or
proceeding against the Borrower or any Subsidiary or to which any of the
properties of any thereof is subject is pending or, to the best knowledge of the
Borrower, threatened (i) which, if adversely determined, would result in a
liability not covered by insurance in excess of $6,500,000 or (ii) which
purports to affect the legality, validity or enforceability of this Agreement,
the other Loan Documents or the transactions contemplated hereby or thereby.

SECTION 7.7 USE OF PROCEEDS; REGULATION U.

(a) The proceeds of the Loans and Letters of Credit will be used to
refinance the Existing Credit Agreement and for general corporate purposes.

(b) The Borrower is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying margin stock, and less than 25% of the assets of the Borrower consists
of margin stock. No part of the proceeds of any Loan or Letter of Credit will
be used, directly or indirectly, to purchase or carry any margin stock or to
extend credit for the purpose of purchasing or carrying any margin stock. If
requested by the Administrative Agent, the Borrower will furnish a statement to
the foregoing effect in conformity with the requirements of Federal Reserve Form
U-1 to each Lender. Terms for which meanings are provided in Regulation U of
the F.R.S. Board or any regulations substituted therefor, as from time to time
in effect, are used in this Section with such meanings.

SECTION 7.8 GOVERNMENT REGULATION. Neither the Borrower nor any
Subsidiary nor any Unrestricted Subsidiary is an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, or a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended, or a
"public utility" within the meaning of the Federal Power Act, as amended.

SECTION 7.9 CERTAIN CONTRACTUAL OBLIGATIONS OR ORGANIC DOCUMENTS. Neither
the Borrower nor any Subsidiary is a party or subject to any Contractual
Obligation or Organic Document which would reasonably be expected to have a
Materially Adverse Effect.

SECTION 7.10 TAXES. The Borrower and all Subsidiaries have filed all tax
returns and reports required by law to have been filed by them and have paid all
taxes and governmental charges thereby shown to be owing, except any such taxes
or charges which are being contested in good faith by appropriate proceedings
and

for which adequate reserves in accordance with GAAP have been set aside on their
books.

SECTION 7.11 EMPLOYEE BENEFIT PLANS. Each Pension Plan complies in all
material respects with all applicable requirements of law and regulations, and,
except as set forth in ITEM 3 of EXHIBIT A, no "REPORTABLE EVENT", such term
being used herein with the meaning provided for it in section 4043 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), has
occurred with respect to any Pension Plan which constitutes an Event of Default
of the type described in SECTION 9.1.8. No steps have been taken to terminate
any Pension Plan where the Unfunded Benefit Liabilities on the date of such
termination or the date of the institution of such steps exceed $6,500,000, and
neither the Borrower nor any Subsidiary or Unrestricted Subsidiary has withdrawn
or partially withdrawn from any Multiemployer Plan or initiated steps to do so
where as a result thereof the Borrower or Subsidiary or Unrestricted Subsidiary
could be required to make withdrawal liability payments in excess of $6,500,000.
No contribution failure has occurred with respect to any Pension Plan sufficient
to give rise to a lien under section 302(f) of ERISA. Neither the Borrower nor
any Subsidiary or Unrestricted Subsidiary has any contingent liability with
respect to any post-retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of title I of ERISA,
except as listed on ITEM 3 of EXHIBIT A.

SECTION 7.12 LABOR CONTROVERSIES. There are no labor controversies
pending or, to the best of the Borrower's knowledge, threatened against the
Borrower or any Subsidiary, which would reasonably be expected to have a
Materially Adverse Effect.

SECTION 7.13 SUBSIDIARIES AND SIGNIFICANT SUBSIDIARIES. The Borrower has
no Subsidiaries or Significant Subsidiaries except those identified in ITEM 4
("EXISTING SUBSIDIARIES AND SIGNIFICANT SUBSIDIARIES") of EXHIBIT A and those
disclosed to the Agents and Lenders pursuant to SECTION 8.1.1(d). All
Unrestricted Subsidiaries existing on the Effective Date are listed on SCHEDULE
II hereto.

SECTION 7.14 INTELLECTUAL PROPERTY. The Borrower owns and possesses or
has a license or other right to use all such patents, patent rights, trademarks,
trademark rights, trade names, trade name rights, service marks, service xxxx
rights and copyrights as the Borrower considers necessary for the conduct of the
businesses of the Borrower or Subsidiaries as now conducted without any
infringement upon rights of others which would reasonably be expected to have a
Materially Adverse Effect. There is no individual patent, patent license,
trademark, trademark license, trade name, trade name license, copyright or
copyright license used by the Borrower in the conduct of its business the loss
of which would reasonably be expected to have a Materially Adverse Effect except
as may be disclosed in ITEM 5 ("MATERIAL INTELLECTUAL PROPERTY") of EXHIBIT A.

SECTION 7.15 OWNERSHIP OF PROPERTIES; LIENS. Each of Borrower and each
Subsidiary has good and marketable title to or good leasehold interests in all
of its material properties and assets, real and personal, of any nature
whatsoever, free and clear of all Liens except as permitted pursuant to SECTION
8.2.2.

SECTION 7.16 ACCURACY OF INFORMATION. All factual information heretofore
or contemporaneously furnished by the Borrower to the Agents or the Lenders in
connection with execution and delivery of this Agreement and the various
transactions contemplated hereby, to the best of the Borrower's knowledge, has
been, and all other such factual information hereafter furnished by the Borrower
to the Agents or the Lenders will be, true and accurate in every material
respect on the date as of which such information is dated or certified and as of
the date of execution and delivery of this Agreement and not incomplete by
omitting to state any material fact necessary to make such information not
misleading. All projections and pro forma financial information contained in
any materials furnished by the Borrower or any Subsidiary to the Agents or the
Lenders are based on good faith estimates and assumptions by the management of
the Borrower or the applicable Subsidiary, it being recognized by the Agents and
the Lenders, however, that projections and statements as to future events are
not to be viewed as fact and that actual results during the period or periods
covered by any such projections or statements may differ

from the projected results and that the differences may be material.

SECTION 7.17 SOLVENCY. Neither the Borrower nor any of the Significant
Subsidiaries after giving effect to the execution, delivery and performance of
this Agreement and the other Loan Documents and the consummation of the
transactions contemplated hereby and thereby, is (i) insolvent, (ii) engaged in
business for which any property left with such entity is an unreasonably small
capital or (iii) incurring debts beyond its ability to pay such debts as they
mature. When used herein, "insolvent" means, with respect to any Person, that
such Person has a financial condition such that the sum of such Person's debts
is greater than the value, both at fair valuation and at present fair salable
value, of such Person's property.

SECTION 7.18 ENVIRONMENTAL WARRANTIES. Except as set forth in ITEM 6
("ENVIRONMENTAL MATTERS") of EXHIBIT A:

(a) all facilities and property (including underlying groundwater)
owned or leased by the Borrower or any of its Subsidiaries have been, and
continue to be, owned or leased by the Borrower and its Subsidiaries in
material compliance with all Environmental Laws;

(b) there have been no past, and there are no pending or threatened

(i) claims, complaints, notices or requests for information
received by the Borrower or any of its Subsidiaries with respect to
any alleged violation of any Environmental Law that, singly or in the
aggregate, would reasonably be expected to have a Materially Adverse
Effect, or

(ii) complaints, notices or inquiries to the Borrower or any of
its Subsidiaries regarding potential liability under any Environmental
Law that, singly or in the aggregate, would reasonably be expected to
have a Materially Adverse Effect;

(c) there have been no Releases of Hazardous Materials at, on or
under any property now or previously owned or leased by the Borrower or any
of its Subsidiaries that, singly or in the aggregate, have, or may
reasonably be expected to have, a Materially Adverse Effect;

(d) the Borrower and its Subsidiaries have been issued and are in
material compliance with all permits, certificates, approvals, licenses and
other authorizations relating to environmental matters and necessary for
their businesses;

(e) no property now or previously owned or leased by the Borrower or
any of its Subsidiaries is listed or proposed for listing (with respect to
owned property only) on the National Priorities List pursuant to CERCLA or,
to the Borrower's best knowledge, on the CERCLIS or on any similar state
list of sites requiring investigation or clean-up;

(f) there are no underground storage tanks, active or abandoned,
including petroleum storage tanks, on or under any property now or
previously owned or leased by the Borrower or any of its Subsidiaries that,
singly or in the aggregate, have, or may reasonably be expected to have, a
Materially Adverse Effect;

(g) neither Borrower nor any Subsidiary has directly transported or
directly arranged for the transportation of any Hazardous Material to any
location which is listed or proposed for listing on the National Priorities
List pursuant to CERCLA, on the CERCLIS or on any similar state list or
which is the subject of federal, state or local enforcement actions or
other investigations, which may lead to material claims against the
Borrower or such Subsidiary thereof for any remedial work, damage to
natural resources or personal injury, including claims under CERCLA;

(h) there are no polychlorinated biphenyls or friable asbestos
present at any property now or previously owned or leased by the Borrower
or any Subsidiary that, singly or in

the aggregate, have, or may reasonably be expected to have, a Materially
Adverse Effect; and

(i) no conditions exist at, on or under any property now or
previously owned or leased by the Borrower which, with the passage of time,
or the giving of notice or both, would give rise to liability under any
Environmental Law.

SECTION 7.19 RESTRICTIONS ON OR RELATING TO SUBSIDIARIES. There does not
exist any encumbrance or restriction on the ability of any Subsidiary to (a) pay
dividends or make any other distributions on its Capital Stock owned by the
Borrower or any Subsidiary, or pay any Indebtedness owed to the Borrower or any
Subsidiary, (b) make loans or advances to the Borrower or (c) transfer any of
its assets or properties to the Borrower, except for such encumbrances or
restrictions existing by reason of or under (i) applicable law and (ii) this
Agreement or the other Loan Documents.

ARTICLE VIII

COVENANTS

SECTION 8.1 CERTAIN AFFIRMATIVE COVENANTS. The Borrower agrees with the
Agents and the Lenders that, until the Commitments shall have terminated and all
of the Liabilities have been paid and performed in full or while any Letter of
Credit remains outstanding , the Borrower will perform the obligations set forth
in this SECTION 8.1.

SECTION 8.1.1 FINANCIAL INFORMATION, ETC. The Borrower will furnish, or
will cause to be furnished, to the Administrative Agent and each Lender copies
of the following financial statements, reports and information:

(a) promptly when available and in any event within 90 days after the
close of each Fiscal Year

(i) a balance sheet at the close of such Fiscal Year, and
statements of operations, of shareholders' equity and of cash flows
for such Fiscal Year, of the

Borrower and its Consolidated Subsidiaries certified without
Impermissible Qualification by independent public accountants of
recognized standing selected by the Borrower and reasonably acceptable
to the Required Lenders,

(ii) a Compliance Certificate calculated as of the close of such
Fiscal Year,

(iii) a projected financial statement of the Borrower and its
Consolidated Subsidiaries for the following Fiscal Year, and

(iv) the report filed by the Borrower with the SEC on Form 10-K
for such Fiscal Year;

(b) promptly when available and in any event within 45 days after the
close of each of the first three Fiscal Quarters of each Fiscal Year

(i) a balance sheet at the close of such Fiscal Quarter and
statements of operations, of income and of cash flows for the period
commencing at the close of the previous Fiscal Year and ending with
the close of such Fiscal Quarter, of the Borrower and its Consolidated
Subsidiaries certified by the chief accounting or financial Authorized
Officer of the Borrower,

(ii) a Compliance Certificate calculated as of the close of such
Fiscal Quarter, and

(iii) the report filed by the Borrower with the SEC on Form 10-Q
for each such Fiscal Quarter;

(c) promptly upon receipt thereof and upon request of the
Administrative Agent or any Lender, copies of all management letters
submitted to the Borrower by independent public accountants in connection
with each annual or interim audit made by such accountants of the books of
the Borrower or any Subsidiary;

(d) promptly upon the incorporation or acquisition thereof,
information regarding the creation or acquisition of any new Subsidiary;

(e) promptly when available and in any event within ten days of
publication, all material filings with the SEC;

(f) within 45 days after the close of each Fiscal Quarter, an
Applicable Margin Determination Ratio Certificate; and

(g) such other information with respect to the financial condition,
business, property, assets, revenues and operations of the Borrower and
Subsidiaries as the Administrative Agent or any Lender may from time to
time reasonably request.

SECTION 8.1.2 MAINTENANCE OF EXISTENCES; OWNERSHIP OF AMC CAPITAL STOCK;
ASSET OWNERSHIP.

(a) Except as permitted by SECTIONS 8.2.5 and 8.2.14, the Borrower
will cause to be done at all times all things necessary to maintain and
preserve the corporate (or partnership, as the case may be) existences of
the Borrower and each Subsidiary, and to comply in all material respects
with all applicable laws, rules, regulations and orders.

(b) The Borrower will continue to own and hold directly, free and
clear of all Liens other than Liens granted to the Administrative Agent for
the benefit of the Lenders pursuant to the Loan Documents, legal and
beneficial ownership of 100% of the outstanding shares of Capital Stock of
AMC.

(c) The Borrower shall cause at least 75% of the consolidated assets
of the Borrower and its Consolidated Subsidiaries to be owned legally and
beneficially, free and clear of all Liens other than Liens permitted by
SECTION 8.2.2, by Wholly-Owned Subsidiaries or the Borrower.

SECTION 8.1.3 FOREIGN QUALIFICATION. The Borrower will, and will cause
each Subsidiary to, cause to be done at all times

all things necessary to be duly qualified to do business and in good standing as
a foreign corporation in each jurisdiction where the nature of its business
makes such qualification necessary and where the failure to so qualify would
reasonably be expected to have a Materially Adverse Effect, and to comply in all
material respects with all applicable laws, rules, regulations and orders.

SECTION 8.1.4 PAYMENT OF TAXES, ETC. The Borrower will, and will cause
each Subsidiary to, pay and discharge, prior to becoming delinquent, all
federal, state and local taxes, assessments and other governmental charges or
levies against or on any of its property, as well as claims of any kind which,
if unpaid, might become a Lien in a material amount upon any of its properties;
PROVIDED, HOWEVER, that the foregoing shall not require the Borrower or any
Subsidiary to pay or discharge any such tax, assessment, charge, levy or Lien so
long as it shall contest the validity thereof in good faith by appropriate
proceedings and shall set aside on its books adequate reserves in accordance
with GAAP with respect thereto.

SECTION 8.1.5 INSURANCE. The Borrower will, and will cause each
Subsidiary to, maintain or cause to be maintained, with a company or companies
rated A- or better by A.M. Best and Company, insurance with respect to its
properties and business against such casualties and contingencies and of such
types and in such amounts as is customary in the case of similar businesses and
in any event as required by applicable law and will, upon request of the
Administrative Agent, furnish to the Administrative Agent at reasonable
intervals a certificate of an Authorized Officer of the Borrower setting forth
the nature and extent of all insurance maintained by the Borrower and its
Subsidiaries in accordance with this Section.

SECTION 8.1.6 NOTICE OF DEFAULT, LITIGATION, ETC. The Borrower will give
prompt notice (with a description in reasonable detail) to the Administrative
Agent and each Lender of:

(a) the occurrence of any Default;

(b) the occurrence of any litigation, arbitration or governmental
investigation or proceeding previously not

disclosed by the Borrower to the Lenders which has been instituted or, to
the knowledge of the Borrower, is threatened against the Borrower or any
Subsidiary or to which any of their respective properties is subject which
if adversely determined would result in a liability to the Borrower or any
Subsidiary not covered by such Borrower's or Subsidiary's insurers in
excess of $6,500,000;

(c) any material development which shall occur in any labor
controversy, litigation, arbitration or governmental investigation or
proceeding previously disclosed by the Borrower to the Lenders;

(d) the occurrence of any event which would reasonably be expected to
have a Materially Adverse Effect;

(e) the occurrence of a Reportable Event under, or the institution of
steps by the Borrower or any Subsidiary to terminate, any Pension Plan, or
there is a partial or complete withdrawal (as described in ERISA section
4203 or 4205) by the Borrower or any Subsidiary from a Multiemployer Plan
where as a result the Borrower or any Subsidiary could be liable for
payments of $500,000 or more; and

(f) the failure to make a required contribution to any Pension Plan if
such failure is sufficient to give rise to a Lien under section 302(f) of
ERISA, or the taking of any action with respect to a Pension Plan which
could result in the requirement that the Borrower or any Subsidiary furnish
a bond or other security to the PBGC or such Pension Plan.

SECTION 8.1.7 PERFORMANCE OF LOAN DOCUMENTS. The Borrower will, and will
cause each Loan Party to, perform promptly and faithfully all of its obligations
under each Loan Document executed by it.

SECTION 8.1.8 BOOKS AND RECORDS. The Borrower will, and will cause each
Subsidiary to, keep books and records reflecting all of its business affairs and
transactions in accordance with GAAP and permit each Lender or any of its
representatives, at reasonable times and intervals and as arranged through the
chief financial officer or chief legal officer of the Borrower, to

visit all of its offices, discuss its financial matters with its officers and
independent accountants, examine (and, at the expense of the Borrower, photocopy
extracts from) any of its books or other corporate records. The Borrower shall
pay the reasonable fees of such accountants incurred in connection with the
Administrative Agent's exercise of its rights pursuant to this Section.

SECTION 8.1.9 SIGNIFICANT SUBSIDIARY GUARANTY; PLEDGE OF SHARES OF
SIGNIFICANT SUBSIDIARIES; PLEDGE OF INTERCOMPANY INDEBTEDNESS. The Borrower
agrees to promptly notify the Administrative Agent each time a Wholly-Owned
Subsidiary becomes a Significant Subsidiary and to cause such Significant
Subsidiary to deliver to the Administrative Agent a duly executed counterpart to
the Significant Subsidiary Guaranty along with an opinion of counsel, similar in
form and substance to the opinion respecting the Significant Subsidiary Guaranty
delivered pursuant to SECTION 6.1.3, as to the due authorization, execution and
delivery of the Significant Subsidiary Guaranty by such Significant Subsidiary
and as to the enforceability of the Significant Subsidiary Guaranty against such
Significant Subsidiary and a certificate of the type required by SECTION
6.1.1(a), each in form and substance reasonably acceptable to the Administrative
Agent; PROVIDED, HOWEVER, that a Significant Subsidiary shall not have to
execute a counterpart to the Significant Subsidiary Guaranty (or deliver such
opinion or certificate) if it has already executed a Guaranty conforming to the
requirements of SECTION 8.2.15 and such Guaranty is then in effect. If at any
time the Net Senior Indebtedness to Consolidated EBITDA Ratio exceeds 3.75:1,
Borrower shall forthwith (i) pledge to the Administrative Agent, for its benefit
and the ratable benefit of the Lenders, all of the Capital Stock owned by it of
each of its direct Subsidiaries and all Indebtedness of each Subsidiary owing to
it pursuant to a Pledge Agreement, (ii) cause all Indebtedness of each
Subsidiary or the Borrower owing to the Borrower or any Subsidiary to be
evidenced by a note in substantially the form of EXHIBIT L, (iii) cause each
Guarantor to pledge to the Administrative Agent, for its benefit and the ratable
benefit of the Lenders, the Capital Stock of each Subsidiary owned by such
Guarantor and all Indebtedness of the Borrower or any other Subsidiary owing to
such Guarantor, pursuant to a Subsidiary Pledge Agreement and (iv) deliver, and

shall cause each Guarantor to forthwith deliver, to the Administrative Agent
certificates representing 100% of the issued and outstanding shares of Capital
Stock of each Subsidiary owned by the Borrower or such Guarantor, accompanied by
duly executed assignments separate from certificate, undated and in blank, and
notes evidencing all Indebtedness referred to above, duly endorsed to the order
of the Administrative Agent, and an opinion of counsel to each party executing a
Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be, in form
and substance reasonably satisfactory to the Administrative Agent, as to the due
authorization, execution and delivery of such Loan Document by each party
thereto, to the enforceability of such Loan Document against each such party and
to the perfection, free from adverse claims (in the case of pledged stock) or
prior to other Liens (in the case of pledged notes), of the security interest
granted to the Administrative Agent thereunder (IT BEING UNDERSTOOD that such
opinion may contain reasonable exceptions and assumptions thereto, including
exceptions and assumptions similar to those set forth in the opinion delivered
pursuant to SECTION 6.1.3). Any such pledge shall be released if at any time
thereafter the Net Senior Indebtedness to Consolidated EBITDA Ratio shall be
less than 3.75:1 for two consecutive Fiscal Quarters and there shall be no
Default that has occurred and is then continuing, and in the event of such
release the immediately preceding sentence shall again apply.

SECTION 8.1.10 ENVIRONMENTAL COVENANT. The Borrower will, and will cause
each of its Subsidiaries to,

(a) use and operate all of its facilities and properties in material
compliance with all Environmental Laws, keep all necessary permits,
approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in material compliance
therewith, and handle all Hazardous Materials in material compliance with
all applicable Environmental Laws;

(b) immediately notify the Administrative Agent and provide copies
upon receipt of all written claims, complaints, notices or inquiries
relating to the condition of its facilities and properties or compliance
with Environmental Laws, and shall promptly use its best efforts

to cure and have dismissed with prejudice to the satisfaction of the
Administrative Agent any actions and proceedings relating to compliance
with Environmental Laws; and

(c) provide such information and certifications as the Administrative
Agent may reasonably request from time to time to demonstrate compliance
with this SECTION 8.1.10.

SECTION 8.2 CERTAIN NEGATIVE COVENANTS. The Borrower agrees with the
Agents and the Lenders that, until the Commitments shall have terminated and all
of the Liabilities have been paid and performed in full and while any Letter of
Credit remains outstanding, the Borrower will perform the obligations set forth
in this SECTION 8.2.

SECTION 8.2.1 INDEBTEDNESS FOR BORROWED MONEY. The Borrower will not,
and will not permit any Subsidiary to, incur or permit to exist any
Indebtedness, except that the Borrower may, and may permit any Subsidiary to,
incur or permit to exist any or all of the following: (i) the Liabilities and
Guaranties thereof; (ii) Subordinated Debt; (iii) Indebtedness of the
Borrower, any Wholly-Owned Subsidiary of the Borrower or any Guarantor owing
to the Borrower, any Wholly-Owned Subsidiary of the Borrower or any
Guarantor; (iv) Indebtedness outstanding on the Effective Date and listed on
ITEM 7 of EXHIBIT A and refinancings thereof, PROVIDED that such Indebtedness
is not increased as the result of any such refinancing and that none of the
Senior Notes nor the Old Subordinated Notes may be refinanced; (v)
Indebtedness of the Borrower or Subsidiaries to Persons other than the
Borrower or any Subsidiary in an aggregate principal amount not to exceed
$40,000,000 at any one time outstanding; (vi) Indebtedness permitted as
Investments under SECTION 8.2.11(v) or (vi); (vii) Interest Rate Protection
Obligations relating to Indebtedness of such Person (which Indebtedness is
otherwise permitted to exist by this SECTION 8.2.1) to the extent the
notional principal amount of such Interest Rate Protection Obligations does
not exceed the principal amount of Indebtedness to which such Interest Rate
Obligations relate; (viii) contingent Indebtedness represented by Guaranties
permitted under SECTION 8.2.12; (ix) Capitalized Lease Obligations; and (x)
Currency Hedging Obligations relating to

arrangements to protect the Borrower from fluctuations in currency exchange
rates.

SECTION 8.2.2 LIENS. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its
property or assets, whether now owned or hereafter acquired, except that the
Borrower may, and may permit any Subsidiary to, create, incur or suffer to exist
any or all of the following:

(a) Liens in favor of the Administrative Agent and the Lenders to
secure the Liabilities;

(b) Liens which were granted prior to the Effective Date in (and only
in) assets identified in ITEM 7 ("ONGOING INDEBTEDNESS") and ITEM 8
("LIENS") of EXHIBIT A;

(c) Liens in (and only in) stock or assets permitted to be acquired
under the terms of this Agreement granted to secure Indebtedness at the
time of such acquisition (or within one year thereof) or incurred to
finance the acquisition of such stock or assets, PROVIDED that, in either
case, such Indebtedness is permitted under SECTION 8.2.1(v);

(d) statutory and common law banker's Liens and rights of setoff on
bank deposits;

(e) Liens for taxes, assessments or other governmental charges or
levies not at the time delinquent or thereafter payable without penalty or
being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside
on its books;

(f) Liens of carriers, warehousemen, mechanics, materialmen and
landlords incurred in the ordinary course of business for sums not overdue
or being diligently contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP have been set aside on
its books;

(g) non-material Liens incurred in the ordinary course of business in
connection with worker's compensation, unemployment insurance or other
forms of governmental insurance or benefits, or to secure performance of
tenders, statutory obligations, leases and contracts (other than for
borrowed money) entered into in the ordinary course of business or to
secure obligations on surety or appeal bonds;

(h) judgment Liens in existence less than 30 days after the entry
thereof or with respect to which execution has been stayed or the payment
of which is covered in full (subject to a customary deductible) by
insurance maintained with insurance companies of the type specified in
SECTION 8.1.5;

(i) Liens existing on any assets at the date of acquisition of such
assets, which assets are permitted to be acquired under the terms of this
Agreement and are acquired after the Effective Date;

(j) Liens granted to secure Indebtedness incurred to refinance any
Indebtedness (other than the Senior Notes, the Old Subordinated Notes and
the New Subordinated Notes) secured by Liens permitted by CLAUSES (c), (c)
and (i) of this SECTION 8.2.2 (PROVIDED, that such Indebtedness is not
increased as the result of such refinancing and that such Liens attach only
to the same assets subject to Lien prior to the refinancing);

(k) Liens granted to secure Indebtedness permitted by SECTION 8.2.1(v)
or in connection with Capitalized Lease Obligations or operating leases;
and

(l) Zoning restrictions, easements, licenses, covenants, reservations,
utility company rights, restrictions on the use of real property or minor
irregularities of title incident thereto which do not in the aggregate
materially detract from the value of the property or assets of the Borrower
and its Subsidiaries taken as a whole, or materially impair the operation
of their business, taken as a whole.

SECTION 8.2.3 FINANCIAL CONDITION. The Borrower will not permit:

(a) the Net Indebtedness to Consolidated EBITDA Ratio at the end of
any Fiscal Quarter ending during any period set forth below to exceed the
ratio set forth below across from such period:

Period Ratio
------ -----
Effective Date to March 29, 2001 5.25:1
March 30, 2001 to March 28, 2002 4.75:1
March 29, 2002 to April 3, 2003 4.25:1
Thereafter 4.00:1;

(b) the Cash Flow Coverage Ratio at the end of any Fiscal Quarter to
be less than 1.40:1; and

(c) if the Borrower prepays, defeases or repurchases any Subordinated
Debt (other than the Old Subordinated Notes and up to $10,000,000 principal
amount of New Subordinated Notes), the Net Senior Indebtedness to
Consolidated EBITDA Ratio to exceed the ratio set forth below across from
such period:

Period Ratio
------ -----
Effective Date to March 29, 2001 4.50:1
Thereafter 4.00:1.

SECTION 8.2.4 TAKE OR PAY CONTRACTS. The Borrower will not, and will not
permit any Subsidiary to, enter into or be a party to any arrangement for the
purchase of materials, supplies, other property or services if such arrangement
by its express terms requires that payment be made by the Borrower or such
Subsidiary regardless of whether such materials, supplies, other property or
services are delivered or furnished to it.

SECTION 8.2.5 CONSOLIDATION, MERGER, ETC. The Borrower will not, and will
not permit any Subsidiary to, consolidate with or merge into or with any other
Person, or sell, transfer, lease

or sell and lease back or otherwise dispose of all or substantially all of its
assets to any Person, without prior written consent of the Required Lenders,
except: (a) the sale or other disposition of all or substantially all of the
assets of a Subsidiary to a Guarantor, to a Wholly-Owned Subsidiary or to the
Borrower; (b) the consolidation with or merger into a Guarantor, a Wholly-Owned
Subsidiary or the Borrower of any Subsidiary, provided that such Guarantor,
Wholly-Owned Subsidiary or the Borrower is the survivor of such consolidation or
merger, or, in the case of mergers or consolidations involving Subsidiaries and
Wholly-Owned Subsidiaries or Guarantors, the surviving entity of such
consolidation or merger thereupon becomes a Guarantor or Wholly-Owned
Subsidiary; (c) as set forth in ITEM 9 of the Disclosure Schedule; (d) non
Wholly-Owned Subsidiaries may merge or consolidate with each other as long as
the survivor continues to be a Subsidiary and as long as the resulting economic
ownership of such survivor on a consolidated basis is equal to or greater than
the sum of the consolidated economic ownership of the non Wholly-Owned
Subsidiaries prior to such merger or consolidation; and (e) the sale or other
disposition of all or substantially all of the assets of a Subsidiary (other
than a Significant Subsidiary) as long as such sale or other disposition is an
"Asset Sale" permitted pursuant to the provisions of SECTION 8.2.14.

SECTION 8.2.6 MODIFICATION, ETC. OF SUBORDINATED DEBT. The Borrower will
not amend any term or provision, including any subordination provision,
covenant, event of default or right of acceleration or any sinking fund
provision or term of required repayment or redemption (except any amendment
which extends the date or reduces the amount of any required repayment or
redemption), contained in or applicable to any Instrument evidencing or
applicable to any Subordinated Debt of the Borrower or any Significant
Subsidiary, if such amendment would cause such Subordinated Debt not to be
"Subordinated Debt" pursuant to the definition of "Subordinated Debt" hereunder.

SECTION 8.2.7 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any Subsidiary to, enter into, or cause, suffer or permit to
exist any transaction, arrangement or contract with any of its Affiliates
(except for Guarantors and

Wholly-Owned Subsidiaries) which is on terms which are not on an arm's-length
basis.

SECTION 8.2.8 SALE OR DISCOUNT OF RECEIVABLES. Except as permitted by
SECTION 8.2.5, the Borrower will not, and will not permit any Subsidiary to,
directly or indirectly, sell with recourse, or discount or otherwise sell for
less than the face value thereof, any of its notes or accounts receivable in an
aggregate amount for all such sales or discounts by the Borrower and its
Subsidiaries in any Fiscal Year in excess of $100,000.

SECTION 8.2.9 LIMITATION ON CERTAIN PAYMENTS; LIMITATION ON RESTRICTION OF
SUBSIDIARY DIVIDENDS AND DISTRIBUTIONS. If any Default or Event of Default then
exists or would result therefrom, the Borrower shall not (a) declare or pay any
dividends or other distributions on any of its Capital Stock to the holders
thereof, (b) purchase or redeem any Capital Stock or any warrants, options or
other rights in respect of Capital Stock, (c) make any other distribution to
shareholders as such, (d) redeem, prepay, defease or repurchase any Subordinated
Debt or any obligations under any Capitalized Lease Obligation or (e) set aside
funds for any of the foregoing. The Borrower will not, and will not permit any
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Subsidiary to (a) pay dividends or make other distributions on its Capital Stock
owned by the Borrower or any Subsidiary, or pay any Indebtedness owed to the
Borrower or any Subsidiary, (b) make loans or advances to the Borrower or (c)
transfer any of its assets or properties to the Borrower, except for such
encumbrances or restrictions existing by reason of or under (i) applicable law
and (ii) this Agreement or the other Loan Documents.

SECTION 8.2.10 INCONSISTENT AGREEMENTS. The Borrower will not, and will
not permit any Subsidiary to, enter into any agreement containing any provision
which would be violated or breached by any borrowing by the Borrower hereunder
or by the performance by the Borrower or any Subsidiary of their respective
obligations hereunder or under any other Loan Document.

SECTION 8.2.11 INVESTMENTS. The Borrower will not, and will not permit
any Subsidiary to, make or permit to remain outstanding any Investment in any
Person, except that the Borrower may, and may permit any Subsidiary to, make or
permit to remain outstanding any or all of the following:

(i) Investments outstanding on the Effective Date as set forth in ITEM
10 ("INVESTMENTS") on EXHIBIT A;

(ii) advances or extensions of credit on terms customary in the
industry in the form of accounts or other receivables incurred or pre-paid
film rentals, and loans and advances made in settlement of such accounts
receivable, all in the ordinary course of business on a basis consistent
with past practice;

(iii) Investments in the Borrower, any Guarantor or any Wholly-Owned
Subsidiary of the Borrower;

(iv) any Investment in Cash Equivalents, PROVIDED that, in the case of
all of the foregoing obligations, they mature within 12 months of the date
of purchase (unless required to mature earlier pursuant to the definition
of "Cash Equivalents");

(v) so long as no Default or Event of Default has occurred and is
continuing or would result from such Investment, Investments by the
Borrower or any Subsidiary of the Borrower in another Person, if (x) as a
result of such Investment (A) such other Person becomes a Wholly-Owned
Subsidiary of the Borrower or a Guarantor or (B) such other Person is
merged or consolidated with or into, or transfers or conveys all or
substantially all of its assets to, the Borrower or a Wholly-Owned
Subsidiary of the Borrower or a Guarantor and (y) such other Person is
engaged substantially only in the lines of business permitted under SECTION
8.2.13;

(vi) Investments (without double-counting Investments made by
Subsidiaries to the extent that such Investments are made with the proceeds
of Investments by the Borrower or other Subsidiaries otherwise permitted
under this CLAUSE

(vi)) by the Borrower or any Subsidiary in an amount not exceeding in the
aggregate from December 27, 1995 to the Commitment Termination Date, the
sum of (w) $100,000,000 plus (or minus if a negative number) (x) the
greater of (i) 25% of Free Cash Flow or (ii) 50% of Consolidated Net Income
(or 100% of Consolidated Net Income if a loss) calculated on a cumulative
basis from December 27, 1995 to the date of determination plus (y) the
aggregate Net Cash Proceeds from the issuance or sale of Capital Stock
(excluding Disqualified Stock) of the Borrower to any Person (other than a
Subsidiary) from December 27, 1995 to the date of determination plus (z)
with respect to any such Investment made after December 27, 1995, an amount
equal to the lesser of the return of cash with respect to any such
Investment and the initial amount of such Investment, in either case, less
the cost of disposition of such Investment;

(vii) loans or advances to employees of the Borrower or any Subsidiary
in the ordinary course of their businesses, consistent with past practices,
not to exceed $1,000,000 in aggregate amount at any time outstanding; and

(viii) refundable construction advances made with respect to the
construction of motion picture exhibition theatres in the ordinary course
of business on a basis consistent with past practice.

SECTION 8.2.12 GUARANTIES. Except as described in ITEM 11 ("GUARANTIES")
of EXHIBIT A, neither the Borrower nor any Subsidiary will enter into any
Guaranty prior to the Commitment Termination Date, except that the Borrower and
any Subsidiary may enter into any or all of the following (subject, in the case
of Guaranties of Indebtedness of the Borrower, to SECTION 8.2.15):

(i) Guaranties relating to (x) operating lease obligations on which
the Borrower or any Subsidiary or Unrestricted Subsidiary of the Borrower
is lessee, (y) Capitalized Lease Obligations on which the Borrower or any
Subsidiary is lessee and (z) Capitalized Lease Obligations of any
Unrestricted Subsidiary relating to leased property in service outside the
United States;

(ii) Guaranties of operating obligations of any Subsidiary or
Unrestricted Subsidiary, such as construction agreements in connection with
a theater;

(iii) any Significant Subsidiary Guaranty;

(iv) Guaranties by the Borrower or its Subsidiaries not to exceed
$25,000,000 in aggregate amount at any time outstanding;

(v) contingent obligations arising or existing as the result of the
sale or other disposition of theatres;

(vi) Guaranties by any Significant Subsidiary of the Senior Notes, the
New Subordinated Notes and the Old Subordinated Notes (PROVIDED that all
such Guaranties of the New Subordinated Notes and the Old Subordinated
Notes shall be subordinated to the prior payment in full in cash of the
Liabilities in form and substance satisfactory to the Administrative
Agent); and

(vii) Guaranties by AMC as set forth in (A) that certain Partnership
Interest Purchase Agreement dated May 28, 1993, among AMC certain other
parties, TPI and TPIE and (B) that certain Mutual Release and
Indemnification Agreement dated May 28, 1993 among AMC, TPI and TPIE and
certain other parties.

SECTION 8.2.13 BUSINESS ACTIVITIES. The Borrower will not, and will not
permit any Subsidiary to, engage in any type of business except the theatrical
exhibition, media, communications, leisure, and entertainment industries;
specialty retailing and food service as they relate to the theater exhibition
business; and real estate and related services related to or necessary to
support the aforementioned activities.

SECTION 8.2.14 ASSET SALES. (a) The Borrower shall not, and shall not
permit any Subsidiary to, engage in any Asset Sale (x) unless at least 85% of
the consideration received by the Borrower or such Subsidiary from such Asset
Sale is in cash or Cash Equivalents, (y) unless the consideration received by
the Borrower or such Subsidiary is at least equal to the Fair Market

Value of the shares or assets sold or otherwise disposed of in such Asset Sale
and (z) if and to the extent that the aggregate Net Cash Proceeds from all Asset
Sales from and after December 27, 1995 would be in excess of $50,000,000;
PROVIDED, that (i) CLAUSES (x) and (y) of this SECTION 8.2.14(a) shall not apply
to any Asset Sale where the Fair Market Value of the shares or assets sold or
otherwise disposed of in such Asset Sale is less than $2,500,000 or to like kind
exchanges of theatres for other theatres, (ii) CLAUSE (z) of this SECTION
8.2.14(a) shall not apply to any Asset Sale if the assets sold in such Asset
Sale are contemporaneously leased back to the Borrower or the applicable
Subsidiary on fair market terms (whether pursuant to an operating lease or a
lease giving rise to Capitalized Lease Obligations), (iii) this SECTION
8.2.14(a) shall not apply to sales of Capital Stock of Subsidiaries and (iv) for
purposes of CLAUSE (z) of this SECTION 8.2.14(a), the Fair Market Value of
property received by the Borrower or any Subsidiary in any like kind exchange of
theatres for other theatres shall be deemed to be Net Cash Proceeds from such
transaction.

(b) The Net Cash Proceeds of each Asset Sale shall, to the extent not
invested in activities permitted by SECTION 8.2.13, be applied pursuant to
SECTION 2.2.2(c) (subject to the PROVISO to the first sentence thereof).

SECTION 8.2.15 LIMITATION ON ISSUANCES OF GUARANTIES OF INDEBTEDNESS. The
Borrower will not permit any Subsidiary, directly or indirectly, to guaranty,
assume or in any other manner become liable with respect to any Indebtedness of
the Borrower unless (i) such Subsidiary simultaneously executes and delivers to
the Administrative Agent a Guaranty of the Liabilities (accompanied by certified
resolutions, an incumbency certificate and an opinion of counsel, as to the due
execution and delivery of such Guaranty by such Subsidiary and as to the
enforceability of such Guaranty against such Subsidiary, all in form and
substance similar to those delivered pursuant to SECTIONS 6.1.1 and 6.1.3 and
reasonably satisfactory to the Administrative Agent) on the same terms as the
Guaranty of such Indebtedness except that if such Indebtedness is by its terms
subordinated to the Liabilities, any such assumption, Guaranty or other
liability of such Subsidiary with respect to such Indebtedness shall be
subordinated to such Subsidiary's

assumption, Guaranty or other liability with respect to the Liabilities to the
same extent as such Indebtedness is subordinated to the Liabilities and (ii)
such Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Borrower or any other Subsidiary as a result of
any payment by such Subsidiary under such Guaranty of the Liabilities; PROVIDED,
that a Subsidiary shall not have to execute a Guaranty under this Section if it
has already executed a counterpart to the Significant Subsidiary Guaranty and
such Subsidiary's obligations thereunder are then in effect.

SECTION 8.2.16 NEGATIVE PLEDGES. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any agreement (other than this
Agreement and the other Loan Documents) prohibiting (i) the creation or
assumption of any Lien upon its properties, revenues or assets, whether now
owned or hereafter acquired (other than (x) negative pledges in lease agreements
prohibiting the creation of liens on assets subject to such lease agreements
(and other than on stock or notes) of the Borrower and its Subsidiaries, (y)
until the amendment referred to in the last sentence of this Section is
obtained, the negative pledge in Section 11(c) of the Guaranty of the Borrower
dated as of July 25, 1996 in favor of Clip Funding, Limited Partnership (the
"CLIP FUNDING GUARANTY") and (z) after the amendment referred to in the last
sentence of this Section is obtained, the negative pledge in Section 11(c) of
the Clip Funding Guaranty, as amended by such amendment), or (ii) the ability of
Borrower and its Subsidiaries to amend or modify this Agreement or any other
Loan Document. The Borrower agrees that it will, within 60 days of the
Effective Date, obtain an amendment to the Clip Funding Guaranty, executed by
Clip Funding and the Borrower, in form and substance satisfactory to the
Administrative Agent, to permit the Liens contemplated by SECTION 8.1.9 and
other Liens of the type described in SECTION 8.2.2(a).

SECTION 8.2.17 FISCAL YEAR. The Borrower will not change its Fiscal Year.

ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.1 EVENTS OF DEFAULT. The term "EVENT OF DEFAULT" shall mean
each of the following events:

SECTION 9.1.1 NON-PAYMENT OF LIABILITIES. The Borrower shall default in
the payment or prepayment when due of any principal of any Loan, the Borrower
shall default in the payment when due of any Reimbursement Obligation under any
Letter of Credit, or the Borrower shall default (and such default shall continue
unremedied for a period of three Business Days) in the payment when due, whether
at stated maturity, by acceleration or otherwise, of interest on any Loan, of
any commitment fee, Letter of Credit fee, fronting fee or of any other
Liability.

SECTION 9.1.2 NON-PERFORMANCE OF CERTAIN COVENANTS. The Borrower shall
default in the performance and observance of any of its obligations under
SECTION 8.1.2(b) or (c), 8.1.9 or 8.2.

SECTION 9.1.3 NON-PERFORMANCE OF OTHER OBLIGATIONS. The Borrower shall
default in the due performance and observance of any other agreement contained
herein or in any other Loan Document, and such default shall continue unremedied
for a period of 30 days after notice thereof shall have been given to the
Borrower by the Administrative Agent or any Lender.

SECTION 9.1.4 BANKRUPTCY, INSOLVENCY, ETC. The Borrower or any
Significant Subsidiary or any Guarantor shall become insolvent or generally fail
to pay, or admit in writing its inability to pay, debts as they become due; or
the Borrower or any Significant Subsidiary or any Guarantor shall apply for,
consent to, or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for the Borrower or such Significant Subsidiary
or such Guarantor or any property of any thereof, or make a general assignment
for the benefit of creditors; or, in the absence of such application, consent or
acquiescence, a trustee, receiver, sequestrator or other custodian shall be
appointed for the Borrower or any Significant Subsidiary or any Guarantor or for
a substantial part of the property of any thereof and not be discharged within
60 days; or

any bankruptcy, reorganization, debt arrangement, or other case or proceeding
under any bankruptcy or insolvency law, or any dissolution, winding up or
liquidation proceeding, shall be commenced in respect of the Borrower or any
Significant Subsidiary or any Guarantor, and, if such case or proceeding is not
commenced by the Borrower or such Significant Subsidiary or such Guarantor, such
case or proceeding shall be consented to or acquiesced in by the Borrower or
such Significant Subsidiary or such Guarantor or shall result in the entry of an
order for relief or shall remain for 60 days undismissed; or the Borrower or any
Significant Subsidiary or any Guarantor shall take any corporate action to
authorize, or in furtherance of, any of the foregoing.

SECTION 9.1.5 CERTAIN DEFAULTS ON OTHER INDEBTEDNESS, LEASES OR PREFERRED
STOCK. Any default shall occur under the terms applicable to any Indebtedness,
operating lease or Preferred Stock outstanding in a principal amount exceeding
$6,500,000 of the Borrower or any Subsidiary representing any borrowing or
financing or arising under any other lease or material agreement, and such
default shall:

(i) consist of the failure to pay Indebtedness at the maturity
thereof; or

(ii) continue without being cured or waived (so long as such cure or
waiver did not involve any payment of principal of such Indebtedness or
amounts other than previously-contracted dividends or distributions with
respect to such Preferred Stock) for a period of time sufficient to permit
acceleration of Indebtedness or mandatory redemption of such Preferred
Stock; or

(iii) consist of any default under the terms applicable to any such
capital or operating lease of the Borrower or any Subsidiary with aggregate
remaining lease payments exceeding $6,500,000 which results in the loss of
use of the property subject to such lease or involves a default (that is
not cured or waived or if cured or waived involved the payment of an amount
in excess of $6,500,000) under the terms applicable to any such capital or
operating

lease of the Borrower or Subsidiary with aggregate remaining lease payments
exceeding $25,000,000; or

(iv) enable the holders of any Preferred Stock to appoint any members
of the board of directors (or similar governing body) of, or vote on or
consent to any matter (except as expressly provided otherwise by law)
concerning, the Borrower or any Subsidiary.

SECTION 9.1.6 CHANGE IN CONTROL. Any Change in Control shall occur.

SECTION 9.1.7 BREACH OF WARRANTY. Any warranty of the Borrower in any
Loan Document or in any writing furnished after the date of this Agreement by or
on behalf of the Borrower to the Lenders for the purposes of or in connection
with this Agreement is or shall be incorrect in any material respect when made,
and the Borrower shall not have taken corrective measures with respect thereto
satisfactory to the Required Lenders within 30 days after notice thereof to the
Borrower by the Administrative Agent or any Lender.

SECTION 9.1.8 ERISA. Any of the following events shall occur:

(i) Any Pension Plan shall be terminated (or steps shall be instituted
to effect such termination), but only if such Pension Plan has any Unfunded
Benefit Liabilities at the date of such termination or the date of the
institution of such steps, as the case may be, in excess of $6,500,000.

(ii) The Borrower or any Subsidiary or Unrestricted Subsidiary shall
withdraw or partially withdraw from a Multiemployer Plan (or shall
institute steps to effect such withdrawal or partial withdrawal), if as a
result thereof the Borrower or any Subsidiary could be required to make
withdrawal liability payments in excess of $6,500,000 in the aggregate.

(iii) Any Reportable Event (other than any Reportable Event as to
which the requirement of giving notice to the PBGC within 30 days has been
waived) shall occur with

respect to a Pension Plan, and there shall exist a liability or obligation
of the Borrower or any Subsidiary in excess of $6,500,000 with respect to
such Reportable Event.

(iv) A contribution failure occurs with respect to any Pension Plan
sufficient to give rise to a lien under section 302(f) of ERISA securing an
obligation in excess of $6,500,000.

SECTION 9.1.9 JUDGMENTS. A final judgment to the extent not covered by
insurance that, with other such outstanding final judgments against the Borrower
and its Subsidiaries exceeds an aggregate of $6,500,000 shall be rendered
against the Borrower or any Subsidiary and if, within 60 days after entry
thereof, such judgment shall not have been discharged or otherwise satisfied or
execution thereof stayed pending appeal, or if, within 60 days after the
expiration of any such stay, such judgment shall not have been discharged or
otherwise satisfied.

SECTION 9.1.10 LOAN DOCUMENTS. Any Loan Document shall cease to be in
full force and effect or the Borrower or any other Loan Party shall assert in
writing that such Loan Document or any term thereof is not the legal, valid and
binding obligation of any Loan Party that is a party thereto.

SECTION 9.2 ACTION IF BANKRUPTCY. If any Event of Default described in
SECTION 9.1.4 shall occur, the Commitments (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of all outstanding
Loans and all other Liabilities shall automatically be and become immediately
due and payable, and the Borrower shall become immediately obligated to deliver
to the Issuer in accordance with SECTION 4.7 cash collateral in an amount equal
to the Stated Amount of all Letters of Credit then outstanding, without notice
or demand.

SECTION 9.3 ACTION IF OTHER EVENT OF DEFAULT. If any Event of Default
(other than an Event of Default described in SECTION 9.1.4) shall occur for any
reason, whether voluntary or involuntary, and be continuing, the Administrative
Agent, upon the direction of the Required Lenders shall, without notice or
demand, declare all or any portion of the outstanding principal amount of the
Loans to be due and payable and any or all other

Liabilities to be due and payable and/or the Commitments (if not theretofore
terminated) to be terminated, whereupon the full unpaid amount of such Loans and
any and all other Liabilities which shall be so declared due and payable shall
be and become immediately due and payable, and the Borrower shall become
immediately obligated to deliver to the Issuer in accordance with SECTION 4.7
cash collateral in an amount equal to the Stated Amount of all Letters of Credit
then outstanding, without further notice, demand, or presentment and/or, as the
case may be, the Commitments shall terminate.

ARTICLE X

THE AGENTS

SECTION 10.1 ACTIONS. Each Lender hereby appoints BNS as Administrative
Agent under and for purposes of this Agreement and each other Loan Document.
Each Lender authorizes the Administrative Agent to act on behalf of such Lender
under this Agreement and any other Loan Document and, in the absence of other
written instructions from the Required Lenders received from time to time by the
Administrative Agent (with respect to which the Administrative Agent agrees that
it will, subject to the last two sentences of this Section, comply in good faith
except as otherwise advised by counsel), to exercise such powers hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto. The parties hereto acknowledge that the
Documentation Agent has no responsibilities in its capacity as Agent pursuant to
any Loan Document. Each Lender agrees (which agreement shall survive any
termination of this Agreement) to indemnify each Agent, PRO RATA according to
such Lender's Percentage, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses, or
disbursements of any kind or nature whatsoever which may at any time be imposed
on, incurred by, or asserted against such Agent in any way relating to or
arising out of this Agreement, the Notes or any other Loan Document, including
the reimbursement of such Agent for all reasonable out-of-pocket expenses
(including reasonable attorneys' fees) and

the reasonably allocated costs of in-house counsel and legal staff incurred by
such Agent hereunder or in connection herewith or in enforcing the Liabilities
of the Borrower under this Agreement or any other Loan Document, in all cases as
to which such Agent is not reimbursed by the Borrower; PROVIDED that no Lender
shall be liable for the payment of any portion of such Liabilities, losses,
damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
determined by a court of competent jurisdiction in a final proceeding to have
resulted solely from such Agent's gross negligence or willful misconduct. The
Administrative Agent shall not be required to take any action hereunder or under
any other Loan Document, or to prosecute or defend any suit in respect of this
Agreement or any other Loan Document, unless it is indemnified to its
satisfaction by the Lenders against loss, costs, liability, and expense. If any
indemnity in favor of the Administrative Agent shall become impaired, it may
call for additional indemnity and cease to do the acts indemnified against until
such additional indemnity is given. If the Administrative Agent has received
indemnification payments from the Borrower and/or the Lenders in an amount equal
to the full amount of all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements specified in the
third sentence of this SECTION 10.1 with respect to a particular matter, then,
to the extent any indemnification payments made by the Lenders pursuant to this
SECTION 10.1 are subsequently recovered from the Borrower with respect to such
matter, the Administrative Agent will promptly refund such previously paid
indemnity payments to the Lenders, without interest.

SECTION 10.2 FUNDING RELIANCE, ETC. Unless the Administrative Agent
shall have been notified by telephone, confirmed in writing, by any Lender by
5:00 p.m., Atlanta time, on the day prior to the Extension of Credit Date of any
Loan to be made, that such Lender will not make available the amount which would
constitute its Percentage of such Borrowing on the date specified therefor, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent and, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is made
available by such Lender to the Administrative Agent on a date after the date of
such Borrowing, such Lender shall pay to the

Administrative Agent on demand interest on such amount at the daily average
Federal funds rate quoted by the Administrative Agent for the number of days
from and including the date of such Borrowing to the date on which such amount
becomes immediately available to the Administrative Agent. A statement of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive, in the absence of demonstrable error.
If such amount is not in fact made available to the Administrative Agent by such
Lender within three Business Days after the date of such Borrowing, the
Administrative Agent shall be entitled to recover such amount, with interest
thereon at the rate PER ANNUM then applicable to the Loans comprising such
Borrowing, within five Business Days after demand, from the Borrower.

SECTION 10.3 EXCULPATION. None of the Agents nor any of their respective
directors, officers, employees, or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under this Agreement or any other Loan
Document, or in connection herewith or therewith, except for actions or
omissions to act which are determined by a court of competent jurisdiction in a
final proceeding to have resulted solely from such Agent's own willful
misconduct or gross negligence, nor responsible for any recitals or warranties
herein or therein, nor for the effectiveness, enforceability, validity, or due
execution of this Agreement or any other Loan Document, nor for the creation,
perfection or priority of any Liens purported to be created by any Loan
Document, or the validity, enforceability, existence, value or sufficiency of
any collateral security, nor to make any inquiry respecting the performance by
the Borrower of its obligations hereunder or thereunder. Each Agent shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement, or writing which they believe to be
genuine and to have been presented by a proper Person.

SECTION 10.4 SUCCESSOR. Each Agent may resign as such at any time upon at
least 30 days' prior notice to the Borrower and all Lenders. If the
Documentation Agent resigns, no successor shall be appointed. If the
Administrative Agent at any time shall resign, the Required Lenders may appoint
another Lender as a successor Administrative Agent which shall thereupon become
the

Administrative Agent hereunder. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be one of the
Lenders or a commercial banking institution organized under the laws of the
United States and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall be entitled to receive from the retiring Administrative Agent such
documents of transfer and assignment as such successor Administrative Agent may
reasonably request, and shall thereupon succeed to and become vested with all
rights, powers, privileges, and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement, other than liabilities that have accrued prior
to the appointment of such successor Administrative Agent. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this ARTICLE X and SECTION 11.3 shall continue to inure to its
benefit as to any action taken or omitted to be taken by it while it was
Administrative Agent hereunder.

SECTION 10.5 LOANS BY THE AGENTS. Each Agent shall have the same rights
and powers with respect to (i) the Loans made by it or any of its Affiliates,
and (ii) the Notes held by it or any of its Affiliates as any Lender and may
exercise the same as if it were not an Agent. Each Agent 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 Affiliate of the Borrower as if
such Agent was not an Agent hereunder.

SECTION 10.6 CREDIT DECISIONS. Each Lender acknowledges that it has,
independently of the Agents and the other Lenders, and based on the financial
information referred to in SECTION 7.4 and such other documents, information,
and investigations as it has deemed appropriate, made its own credit decision to
extend its Commitment. Each Lender also acknowledges that it will,
independently of the Agents and the other Lenders, and based on such other
documents, information, and investigations as it shall

deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.

SECTION 10.7 COPIES, ETC. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will distribute to each Lender each Instrument received for
its account and copies of all other communications received by the
Administrative Agent from the Borrower for distribution to the Lenders by the
Administrative Agent in accordance with the terms of this Agreement (unless
concurrently delivered to the Lenders by the Borrower).

ARTICLE XI

MISCELLANEOUS

SECTION 11.1 WAIVERS, AMENDMENTS, ETC. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and the Required Lenders; PROVIDED, HOWEVER, that no such
amendment, modification or waiver which would:

(i) modify any requirement hereunder that any particular action be
taken by all the Lenders or by the Required Lenders, shall be effective
unless consented to by each Lender;

(ii) modify SECTION 6.1 or this SECTION 11.1, change the definition of
"Required Lenders," increase the Total Commitment Amount or the Percentage
of any Lender, reduce any fees described in ARTICLE II or extend the
Commitment Termination Date shall be made without the consent of each
Lender;

(iii) amend, modify or release any Guaranty or any Subsidiary
therefrom shall be made without the consent of each Lender;

(iv) extend the due date for, or reduce the amount of, any payment or
prepayment of principal of or interest on any Loan (or reduce the principal
amount of or rate of interest on any Loan) shall be made without the
consent of the holder of the Note evidencing such Loan;

(v) release any substantial portion of any collateral security, except
otherwise as specifically provided herein or in any other Loan Document,
shall be made without the consent of each Lender;

(vi) affect adversely the interests, rights or obligations of the
Issuer in its capacity as Issuer shall be made without the consent of the
Issuer; or

(vii) affect adversely the interests, rights or obligations of any
Agent in its capacity as Agent shall be made without consent of such Agent.

No failure or delay on the part of any Agent, the Issuer or any Lender in
exercising any power or right under this Agreement or any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. No notice to or demand on the Borrower in
any case shall entitle it to any notice or demand in similar or other
circumstances. No waiver or approval by any Agent, the Issuer or any Lender
under this Agreement or any other Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to subsequent
transactions. No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 11.2 NOTICES. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by facsimile and addressed, delivered or transmitted to it at its
address or facsimile number set forth (x) in the case of the Borrower, below its
signature

hereto and (y) in the case of any Agent, the Issuer or any Lender, below its
name on SCHEDULE I hereto or in an Assignment Agreement or, in any case, at such
other address or facsimile number as may be designated by such party in a notice
to the other parties. Any notice, if mailed and properly addressed with postage
prepaid or if properly addressed and sent by pre-paid courier service, shall be
deemed given when received; any notice, if transmitted by facsimile, shall be
deemed given when transmitted.

SECTION 11.3 COSTS AND EXPENSES. The Borrower agrees to pay all
reasonable expenses of the Administrative Agent for the structuring and
syndication of the credit facilities set forth in this Agreement, for the
negotiation, preparation, execution, and delivery of this Agreement and each
other Loan Document, including schedules and exhibits (including the allocated
costs and expenses of in-house counsel and legal staff), and any amendments,
waivers, consents, supplements, or other modifications to this Agreement or any
other Loan Document as may from time to time hereafter be required (including
the reasonable fees and expenses of counsel for the Administrative Agent from
time to time incurred in connection therewith and the allocated costs of
in-house counsel and legal staff), whether or not the transactions contemplated
hereby are consummated, and all costs in connection with the perfection and
administration of any Lien granted pursuant to any Loan Document, and to pay all
expenses of the Administrative Agent (including reasonable fees and expenses of
counsel to the Administrative Agent and the allocated costs of in-house counsel
and legal staff) incurred in connection with the preparation and review of the
form of any Instrument relevant to this Agreement or any other Loan Document and
the consideration of legal questions relevant hereto and thereto or to any
restructuring or "work-out" of any Liabilities. The Borrower also agrees to
reimburse each Lender upon demand for all reasonable out-of-pocket expenses
(including attorneys' fees and legal expenses and allocated costs of in-house
counsel and legal staff) incurred by such Lender in enforcing the obligations of
any Loan Party under this Agreement or any other Loan Document.

SECTION 11.4 INDEMNIFICATION. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies,

exonerates and holds the Issuer, each Agent and each Lender and each of their
respective officers, directors, employees, and agents (the "LENDER PARTIES")
free and harmless from and against any and all actions, causes of action, suits,
losses, costs, liabilities and damages, and expenses actually incurred in
connection therewith (irrespective of whether such Lender Party is a party to
the action for which indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES"), incurred by
the Lender Parties or any of them as a result of, or arising out of, or relating
to

(i) any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of any Loan or Letter of Credit;

(ii) the entering into and performance of this Agreement and any other
Loan Document by any of the Lender Parties; or

(iii) any investigation, litigation, or proceeding related to any
acquisition or proposed acquisition by the Borrower or any Subsidiary of
all or any portion of the stock or all or substantially all the assets of
any Person, whether or not such Agent or such Lender is party thereto,

except for any such Indemnified Liabilities arising for the account of a
particular Lender Party by reason of the relevant Lender Party's breach of this
Agreement or of any Loan Document or gross negligence or willful misconduct, and
if and to the extent that the foregoing undertaking may be unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.

SECTION 11.5 SURVIVAL. The obligations of the Borrower under SECTIONS
5.4, 5.5, 11.3, and 11.4, and the obligations of the Lenders under SECTION 10.1,
shall in each case survive any termination of this Agreement, the payment in
full of the Liabilities and the termination of the Commitments. The
representations and warranties made by each Loan Party in this Agreement and in
each other Loan Document shall survive the

execution and delivery of this Agreement and each such other Loan Document.

SECTION 11.6 SEVERABILITY. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

SECTION 11.7 HEADINGS. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

SECTION 11.8 EXECUTION IN COUNTERPARTS; EFFECTIVENESS. This Agreement may
be executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement. This Agreement shall become effective when counterparts
hereof executed on behalf of the Borrower and each Lender (or notice thereof
satisfactory to the Administrative Agent) shall have been lodged with the
Administrative Agent and notice thereof shall have been given by the
Administrative Agent to the Borrower and each Lender.

SECTION 11.9 GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTES
AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT, THE
NOTES AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

SECTION 11.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED, HOWEVER, that (i) the Borrower may not assign
or transfer its

rights or obligations hereunder without the prior written consent of the
Administrative Agent and all Lenders and (ii) the rights of sale, assignment,
participation and transfer by the Lenders are subject to SECTION 11.11.

SECTION 11.11 SALE AND TRANSFERS, ETC., OF LOANS AND NOTES; PARTICIPATIONS
IN LOANS AND NOTES.

(a) Each Lender may at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in all or any portion of
its Commitment, Loans and participations in Letters of Credit or any other
rights or interest of such Lender hereunder (in respect of any Lender, its
"CREDIT EXPOSURE"). In the event of any such sale by a Lender of
participating interests to a Participant, such Lender shall notify the
Borrower of the identity of such Participant, such Lender's obligations
under this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain
the holder of any such Note for all purposes under this Agreement, and the
Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Except in the case of the sale of a
participation to a Lender or an Affiliate of a Lender, any participation
permitted hereunder shall be in a minimum amount of at least $5,000,000,
and the relevant participation agreement shall not permit the Participant
to transfer, pledge, assign, sell participations in or otherwise encumber
its portion of the Commitment, Loans or participations in Letters of
Credit. Each Lender agrees that any agreement between such Lender and any
such Participant in respect of such participating interest shall not
restrict such Lender's right to agree to any amendment, supplement or
modification to the Agreement or any of the Loan Documents except to extend
the final maturity of any Note, reduce the rate or extend the time of
payment of interest thereon or any fees owed to the Lenders under this
Agreement or any of the Loan Documents, or reduce the principal amount of
any Note or release any collateral or Guaranty. The Borrower hereby
acknowledges and agrees that any such disposition described in this Section
will give

rise to a direct obligation of the Borrower to the Transferee, and such
Participant shall, for purposes of SECTIONS 3.7, 3.8, 3.9, 3.10, 5.4, and
5.5, be considered a Lender and may rely on, and possess all rights under,
any opinions, certificates, or other Instruments delivered under or in
connection with this Agreement or any other Loan Document; PROVIDED,
HOWEVER, that the Borrower shall only be required to deliver information
and data required pursuant to this Agreement to the Lender selling or
granting a participation in (in whole or in part) its Credit Exposure.

(b) Any Lender may at any time assign and delegate to one or more
banks or other entities ("ASSIGNEES") all or any part of its Credit
Exposure, provided that (i) unless assigned to an Affiliate of such Lender
or another Lender, it assigns all or, if less than all, a portion of its
Credit Exposure in an amount not less than $10,000,000, (ii) each
assignment and delegation shall be of a constant, and not a varying,
percentage of such Lender's Credit Exposure and (iii) any Assignee (other
than an affiliate of such Lender or another Lender) must be acceptable to
the Issuer and the Administrative Agent and acceptable to the Borrower,
whose consent shall not be unreasonably withheld, and the Issuer's, the
Administrative Agent's and Borrower's decisions respecting the same shall
be made promptly; PROVIDED, that the Borrower, the Issuer and the
Administrative Agent shall be entitled to continue to deal solely and
directly with the assignor Lender in connection with the interests so
assigned and delegated to the Assignee until a fee of $3,500 shall have
been delivered to the Administrative Agent by the assignor Lender or the
Assignee, written notice of such assignment and delegation shall have been
given to an Administrative Agent and the Borrower by the Assignee and such
assignor Lender and the Assignee shall have delivered to the Borrower and
the Administrative Agent an Assignment Agreement, accepted by the
Administrative Agent. Upon receipt of such an Assignment Agreement, the
Administrative Agent shall, if such Assignment Agreement has been fully
executed and completed and the fee referred to above has been paid, record
the information contained therein in the Administrative Agent's records.
From and after the date the Administrative Agent accepts such

100

Assignment Agreement, the Assignee shall, to the extent that rights and
obligations hereunder have been assigned and delegated in connection with
such Assignment Agreement, be deemed automatically to have become a party
hereto and shall have the same rights and benefits of a Lender hereunder
and the assignor Lender, to the extent that rights and obligations
hereunder have been assigned and delegated in connection with such
Assignment Agreement, shall be released from its obligations hereunder. In
the event of any assignment, the Borrower shall, at its sole cost and
expense, prepare and deliver to the assignor Lender and to the Assignee new
Notes reflecting such assignment. Notwithstanding the foregoing provisions
of this SECTION 11.11(b), any Lender may at any time assign all or any
portion of its Loans and Note to a Federal Reserve Bank (but no such
assignment shall release any Lender from any of its obligations hereunder).

(c) Subject to SECTION 11.16, the Borrower authorizes each Lender to
disclose to any Participant or Assignee (each, a "TRANSFEREE") and any
prospective Transferee any and all financial information in such Lender's
possession concerning the Borrower and any Subsidiary which has been
delivered to such Lender by the Borrower or any Subsidiary pursuant to this
Agreement or which has been delivered to such Lender by the Borrower or any
Subsidiary in connection with such Lender's credit evaluation of the
Borrower or any Subsidiary prior to entering into this Agreement.

SECTION 11.12 OTHER TRANSACTIONS. Nothing contained herein shall preclude
any Agent or any other Lender from engaging in any transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with the
Borrower or any of its Affiliates in which the Borrower or such Affiliate is not
restricted hereby from engaging with any other Person.

SECTION 11.13 COLLATERAL. Each of the Lenders represents to the Agents
and each of the other Lenders that it in good faith is not relying upon any
"margin stock" (as defined in Regulation U of the F.R.S. Board) as collateral in
the extension or maintenance of the credit provided for in this Agreement.

101

SECTION 11.14 WAIVER OF JURY TRIAL. THE AGENTS, THE LENDERS AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), OR ACTIONS OF THE AGENTS, THE LENDERS, OR THE BORROWER.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING
INTO THIS AGREEMENT.

SECTION 11.15 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. Any
judicial proceedings brought against the Borrower with respect to this Agreement
or any other Loan Document may be brought in any state or federal court of
competent jurisdiction in the State of New York or the State of Missouri, and by
the execution and delivery of this Agreement the Borrower accepts the
nonexclusive jurisdiction of the aforesaid courts. Service of process may be
made by any means authorized by federal law or the law of New York, or Missouri,
as the case may be. A copy of any such process so served shall be mailed by
registered mail to the Borrower at its address set forth below its signature
hereto or at such other address as may be designated by the Borrower in a notice
to the Lenders. Nothing herein shall limit the right of the Administrative
Agent or any Lender to bring proceedings against the Borrower in the courts of
any other jurisdiction.

SECTION 11.16 CONFIDENTIALITY. Each Lender and Agent agrees (on behalf of
itself and each of its subsidiaries, affiliates, directors, officers, employees
and representatives) to use reasonable precautions to keep confidential, in
accordance with customary procedures for handling confidential information of
this nature and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrower pursuant to this Agreement
which is identified by the Borrower as being confidential at the time the same
is delivered to the Lenders or the Agents, PROVIDED that nothing herein shall
limit the disclosure of any such information (i) to the extent required by
statute, rule, regulation or judicial process, (ii) to counsel for any of the
Lenders or Agents, (iii) to bank examiners, auditors, accountants or other
professional advisors, (iv) to the Agents or any other Lender, (v) in connection
with

102

any litigation to which any one or more of the Lenders is a party, (vi) to any
director, officer, employee, subsidiary or affiliate of any Lender, (vii) to any
Transferee (or prospective Transferee), so long as such Person agrees in writing
to be bound by the terms of this SECTION 11.16 and (viii) if required or
appropriate in any report, statement or testimony submitted to any governmental
authority having or claiming to have jurisdiction over such Lender or Agent; and
PROVIDED finally that in no event shall any Lender or Agent be obligated or
required to return any materials furnished by the Borrower.

103

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

AMC ENTERTAINMENT INC.

By /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X.Xxxxx
Title: President and Chief Financial
Officer

Address: 000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx
00000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxx

S-1

THE BANK OF NOVA SCOTIA, as
Administrative Agent

By /s/ A.S. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Team Leader
-- Loan Operations

S-2

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Documentation Agent

By /s/ Xxxxxxxx X. Xxx
--------------------------------------
Name: Xxxxxxxx X. Xxx
Title: Vice President

S-3

THE BANK OF NOVA SCOTIA, AS A
LENDER AND AS ISSUER

By /s/ A.S. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Team Leader --
Loan Operations

S-4

THE CHASE MANHATTAN BANK

By /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President

S-5

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By /s/ Xxxxxxxx X. Xxx
--------------------------------------
Name: Xxxxxxxx X. Xxx
Title: Vice President

S-6

BANK OF AMERICA ILLINOIS

By /s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Attorney In Fact

S-7

THE BANK OF NEW YORK

By /s/ Xxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President

S-8

THE MITSUBISHI TRUST AND BANKING
CORPORATION

By /s/ Hachiro Hossoda
--------------------------------------
Name: Hachiro Hossoda
Title: Senior Vice President

S-9

CANADIAN IMPERIAL BANK OF COMMERCE

By /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director, CIBC Wood Gundy
Securities Corp., as agent

S-10

FIRST UNION NATIONAL BANK OF NORTH
CAROLINA

By /s/ Xxx X. Xxxxxx
--------------------------------------
Name: Xxx X. Xxxxxx
Title: Senior Vice President

X-00

XXXXXX XXXXXX XXXXXXXX XXXX XX XXXXXX

By /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President

S-12

UNION BANK OF CALIFORNIA, N.A.

By /s/ Xxxxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President

S-13

THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH

By /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President

S-14

THE FUJI BANK, LIMITED

By /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager

S-15

THE INDUSTRIAL BANK OF JAPAN, LIMITED

By /s/ Xxxxxxx Xxxx
--------------------------------------
Name: Xxxxxxx Xxxx
Title: Senior Vice President

S-16

THE LONG-TERM CREDIT BANK OF
JAPAN LTD., CHICAGO BRANCH

By /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President and
Deputy General Manager

S-17

THE SAKURA BANK, LIMITED

By /s/ Xxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Joint General Manager

S-18

THE SUMITOMO TRUST AND BANKING
CO., LTD., NEW YORK BRANCH

By /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
Manager, Corporate Finance
Dept.

S-19

BANK HAPOALIM, B.M.

By /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President

By /s/ Xxxx Rie
-------------------------------------
Name: Xxxx Rie
Title: Vice President/SLO

S-20

THE SUMITOMO BANK, LTD.

By /s/ Xxxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Joint General Manager

S-21

EXHIBIT E

--------------------------------------------------------------------------------

SIGNIFICANT SUBSIDIARY GUARANTY

from

the

UNDERSIGNED SUBSIDIARIES

AMC ENTERTAINMENT INC.

THE BANK OF NOVA SCOTIA,
as Administrative Agent

--------------------------------------------------------------------------------

SIGNIFICANT SUBSIDIARY GUARANTY

THIS GUARANTY, dated as of April 10, 1997 (this "GUARANTY"), is executed by
the undersigned in favor of THE BANK OF NOVA SCOTIA, as Administrative Agent for
the Lenders party to the Credit Agreement referred to below (the "ADMINISTRATIVE
AGENT").

W I T N E S S E T H:

WHEREAS, AMC ENTERTAINMENT INC., a Delaware corporation (the "DEBTOR"), has
entered into an Amended and Restated Credit Agreement, dated as of April 10,
1997 (together with all amendments and other modifications, if any, thereafter
made thereto, the "CREDIT AGREEMENT"), with various financial institutions
(herein, together with their respective successors and assigns, collectively
called the "LENDERS" and individually called a "LENDER"), and THE BANK OF NOVA
SCOTIA, as Administrative Agent for the Lenders (the "ADMINISTRATIVE AGENT"),
pursuant to which the Lenders have agreed to make loans to the Debtor;

WHEREAS, each of the undersigned will benefit from the making of such loans
and is willing to guaranty the Liabilities (as defined below), as hereinafter
set forth;

NOW THEREFORE, FOR VALUE RECEIVED, and in consideration of any loan or
other financial accommodation heretofore or hereafter at any time made or
granted to the Debtor under or in connection with the Credit Agreement, each of
the undersigned hereby jointly and severally unconditionally guarantees the full
and prompt payment when due, whether by acceleration or otherwise, and at all
times thereafter, of all obligations (monetary or otherwise) of the Debtor to
the Lenders and the Administrative Agent under or in connection with the Credit
Agreement, the Notes (as defined in the Credit Agreement) and any other Loan
Document (as defined in the Credit Agreement) and all Interest Rate Protection
Obligations (as defined in the Credit Agreement) and Currency Hedging
Obligations (as defined in the Credit Agreement), in each case howsoever
created, arising or evidenced, whether direct or indirect, primary or secondary,
absolute or contingent, joint or several, or now or hereafter existing or due or
to become due

(including in all cases all such amounts which would become due but for the
operation of the automatic stay under Section 362(a) of the United States
Bankruptcy Code, 11 U.S.C. Section 362(a), and the operation of Sections 502(b)
and 506(b) of the United States Bankruptcy Code, 11 U.S.C. Section 502(b) and
Section 506(b)) (all such obligations being hereinafter collectively called the
"LIABILITIES"), under and in connection with the Credit Agreement and each of
the undersigned further agrees to pay all reasonable expenses (including
attorneys' fees and legal expenses) paid or incurred by the Administrative Agent
in endeavoring to collect the Liabilities, or any part thereof, and in enforcing
this Guaranty.

Each of the undersigned agrees that, in the event of the dissolution or
insolvency of the Debtor or such undersigned, or the inability or failure of the
Debtor or such undersigned to pay debts as they become due, or an assignment by
the Debtor or such undersigned for the benefit of creditors, or the commencement
of any case or proceeding in respect of the Debtor or such undersigned under any
bankruptcy, insolvency or similar laws, and if such event shall occur at a time
when any of the Liabilities may not then be due and payable, such undersigned
will pay to the Administrative Agent for the benefit of the Lenders forthwith
the full amount which would be payable hereunder by such undersigned if all
Liabilities were then due and payable.

To secure all obligations of each of the undersigned hereunder, the
Administrative Agent and each Lender shall have a right to, and may, without
demand or notice of any kind, at any time and from time to time when any amount
shall be due and payable by such undersigned hereunder, set off, appropriate and
apply toward the payment of such amount, in such order of application as the
Administrative Agent or such Lender may elect, any and all balances, credits,
deposits (general or special, time or demand, provisional or final), accounts or
moneys of or in the name of such undersigned now or hereafter with the
Administrative Agent or such Lender or any agent or bailee for the
Administrative Agent or such Lender.

This Guaranty shall in all respects be a continuing, absolute and
unconditional Guaranty, and shall remain in full force and effect
(notwithstanding, without limitation, the

-2-

dissolution of any of the undersigned or that at any time or from time to time
no Liabilities may be outstanding), until all Commitments (as defined in the
Credit Agreement) have terminated and all Liabilities (including any extensions
or renewals of any thereof) and all interest thereon and all expenses (including
attorneys' fees and legal expenses) paid or incurred by the Administrative Agent
or any Lender in endeavoring to collect the Liabilities and in enforcing this
Guaranty shall have been finally paid in full.

Each of the undersigned further agrees that, if at any time all or any part
of any payment theretofore applied by the Administrative Agent or any Lender to
any of the Liabilities is or must be rescinded or returned by the Administrative
Agent or such Lender for any reason whatsoever (including, without limitation,
the insolvency, bankruptcy or reorganization of the Debtor or any of the
undersigned), such Liabilities shall, for the purposes of this Guaranty, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence, notwithstanding such application by the Administrative
Agent or such Lender, and this Guaranty shall continue to be effective or be
reinstated, as the case may be, as to such Liabilities, all as though such
application by the Administrative Agent or such Lender had not been made.

Each of the undersigned agrees that the Administrative Agent or any Lender
may, from time to time, at its sole discretion and without notice to the
undersigned (or any of them), take any or all of the following actions without
impairing the obligation of such undersigned under this Guaranty: (a) retain or
obtain a lien upon or a security interest in any property to secure any of the
Liabilities or any obligation hereunder; (b) retain or obtain the primary or
secondary obligation of any obligor or obligors, in addition to the undersigned,
with respect to any of the Liabilities; (c) extend or renew for one or more
periods (whether or not longer than the original period), alter or exchange any
of the Liabilities, or release or compromise any obligation of any of the
undersigned hereunder or any obligation of any nature of any other obligor with
respect to any of the Liabilities; (d) release or fail to perfect its lien upon
or security interest in, or impair, surrender, release or permit any
substitution or exchange for, all or any part of any property securing any of
the

-3-

Liabilities or any obligation hereunder, or extend or renew for one or more
periods (whether or not longer than the original period) or release, compromise,
alter or exchange any obligations of any nature of any obligor with respect to
any such property; and (e) resort to the undersigned (or any of them) for
payment of any of the Liabilities, whether or not the Administrative Agent or
such Lender (i) shall have resorted to any property securing any of the
Liabilities or any obligation hereunder or (ii) shall have proceeded against any
other of the undersigned or any other obligor primarily or secondarily obligated
with respect to any of the Liabilities (all of the actions referred to in
preceding CLAUSES (i) and (ii) being hereby expressly waived by the
undersigned).

Any amounts received by the Administrative Agent or any Lender from
whatsoever source on account of the Liabilities may be applied by it toward the
payment of the Liabilities.

Until such time as the Lenders shall have received payment of the full
amount of all Liabilities and of all obligations of the undersigned hereunder
and all Commitments have terminated, no payment made by or for the account of
the undersigned (or any of them) pursuant to this Guaranty shall entitle any of
the undersigned by subrogation or otherwise to any payment by the Debtor or from
or out of any property of the Debtor and none of the undersigned shall exercise
any right or remedy against the Debtor or any property of the Debtor by reason
of any performance by such undersigned of this Guaranty.

Each of the undersigned hereby expressly waives: (a) notice of the
acceptance by the Administrative Agent or any Lender of this Guaranty;
(b) notice of the existence or creation or non-payment of all or any of the
Liabilities; (c) presentment, demand, notice of dishonor, protest and all other
notices whatsoever; and (d) all diligence in collection or protection of or
realization upon the Liabilities or any thereof, any obligation hereunder, or
any security for or guaranty of any of the foregoing.

The creation or existence, with or without notice to the undersigned, from
time to time of Liabilities in excess of the amount to which the right of
recovery under this Guaranty is

-4-

limited shall not in any way affect or impair the rights of the Administrative
Agent or the Lenders and the obligation of the undersigned under this Guaranty.

The Lenders may, from time to time, without notice to the undersigned (or
any of them), assign or transfer any or all of the Liabilities or any interest
therein; and, notwithstanding any such assignment or transfer or any subsequent
assignment or transfer thereof, such Liabilities shall be and remain Liabilities
for the purposes of this Guaranty, and each and every immediate and successive
assignee or transferee of any of the Liabilities or of any interest therein
shall, to the extent of the interest of such assignee or transferee in the
Liabilities, be entitled to the benefits of this Guaranty to the same extent as
if such assignee or transferee were a Lender.

No delay on the part of the Administrative Agent or any Lender in the
exercise of any right or remedy shall operate as a waiver thereof, and no single
or partial exercise by the Administrative Agent or any Lender of any right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy; nor shall any modification or waiver of any of the
provisions of this Guaranty be binding upon the Administrative Agent or any
Lender except as expressly set forth in a writing duly signed and delivered on
behalf of the Administrative Agent. No action of the Administrative Agent or
any Lender permitted hereunder shall in any way affect or impair the rights of
the Administrative Agent or any Lender and the obligations of the undersigned
under this Guaranty. For the purposes of this Guaranty, Liabilities shall
include all obligations of the Debtor to the Administrative Agent or any Lender
under and in connection with the Credit Agreement, notwithstanding any right or
power of the Debtor or anyone else to assert any claim or defense as to the
invalidity or unenforceability of any such obligation, and no such claim or
defense shall affect or impair the obligations of the undersigned hereunder.
The obligations of the undersigned under this Guaranty shall be absolute and
unconditional irrespective of any circumstance whatsoever which might constitute
a legal or equitable discharge or defense of the undersigned (or any of them).
Each of the undersigned hereby acknowledges that there are no conditions to the
effectiveness of this Guaranty.

-5-

Pursuant to the Credit Agreement, (a) this Guaranty has been delivered to
the Administrative Agent and (b) the Administrative Agent may enforce this
Guaranty on behalf of itself and each of the Lenders. All payments by each of
the undersigned pursuant to this Guaranty shall be made to the Administrative
Agent for the ratable benefit of the Lenders.

Each of the undersigned hereby warrants and represents to the
Administrative Agent and the Lenders that such undersigned now has and will
continue to have independent means of obtaining information concerning the
affairs, financial condition and business of the Debtor. Neither the
Administrative Agent nor any Lender shall have any duty or responsibility to
provide the undersigned (or any of them) with any credit or other information
concerning the affairs, financial condition or business of the Debtor which may
come into the possession of the Administrative Agent or any Lender.

The undersigned hereby further warrant and represent to the Administrative
Agent and the Lenders that (a) the execution and delivery of this Guaranty, and
the performance by each of the undersigned of its obligations hereunder, are
within the corporate right, power, authority and capacity of such undersigned
and have been duly authorized by all necessary corporate action on the part of
such undersigned, (b) this Guaranty has been duly executed and delivered on
behalf of each of the undersigned and is the legal, valid and binding obligation
of such undersigned, enforceable in accordance with its terms, subject, as to
enforcement, only to bankruptcy, insolvency, reorganization, moratorium or other
similar laws at the time in effect affecting the enforcement of the rights of
creditors generally, and by general equitable principles which may limit the
right to obtain the remedy of specific performance of executory covenants, and
(c) the making and performance of this Guaranty do not and will not contravene
or conflict with the charter or by-laws of such undersigned or violate or
constitute a default under any law, any presently existing requirement or
restriction imposed by judicial, arbitral or any governmental instrumentality or
any agreement, instrument or indenture by which such undersigned is bound.

-6-

Anything else in this Guaranty notwithstanding, each of the undersigned
shall be liable under this Guaranty only for the maximum amount of such
liability that can be incurred by such undersigned without rendering this
Guaranty, as it relates to such undersigned, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount; PROVIDED, HOWEVER, that the foregoing limitation shall not be
construed, as between the Lenders and any other creditor of the Debtor or any of
the undersigned whose claim is subordinated to the claim of the Lenders with
respect to the Liabilities, to adversely affect the extent of such
subordination.

This Guaranty shall be binding upon the undersigned, and upon the
successors and assigns of the undersigned; and to the extent that the Debtor or
any of the undersigned is either a partnership or a corporation, all references
herein to the Debtor and to such of the undersigned, respectively, shall be
deemed to include any successor or successors, whether immediate or remote, to
such partnership or corporation. The term "undersigned" as used herein shall
mean all parties executing this Guaranty and each of them, and all such parties
shall, subject to the limitation on right of recovery in the immediately
preceding paragraph, be jointly and severally obligated hereunder.

This Guaranty may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and such counterparts shall
together constitute one and the same Guaranty. At any time after the date of
this Guaranty, one or more additional persons or entities may become parties
hereto by executing and delivering to the Administrative Agent a counterpart of
this Guaranty. Immediately upon such execution and delivery (and without any
further action), each such additional person or entity will become a party to,
and will be bound by all of the terms of, this Guaranty.

THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK. Whenever possible each provision of
this Guaranty shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Guaranty shall be prohibited
by or invalid under such law, such provision shall be ineffective to

-7-

the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Guaranty.

THE UNDERSIGNED HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR
UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, AND AGREE THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Each of the undersigned agrees that any judicial proceedings brought
against such undersigned with respect to this Guaranty may be brought in any
state or federal court of competent jurisdiction in the State of New York and,
by the execution and delivery of this Guaranty, each of the undersigned accepts
the nonexclusive jurisdiction of the aforesaid courts. Service of process may
be made by any means authorized by federal law or the law of New York, as the
case may be. A copy of any such process so served shall be mailed by registered
mail to such undersigned at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000-0000, Telecopy No.: (000) 000-0000, Attention Xxxxx X. Xxxxx, the address,
if any, opposite its signature on any counterpart signature page hereto or at
such other address as may be designated by such undersigned in a notice to the
Administrative Agent. Nothing herein shall limit the right of the
Administrative Agent to bring proceedings against any of the undersigned in the
courts of any other jurisdiction.

-8-

SIGNED AND DELIVERED as of this 10th day of April, 1997.

AMERICAN MULTI-CINEMA, INC.

By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Title: Executive Vice President and
--------------------------------
Chief Financial Officer

The undersigned is executing a
counterpart hereof for purposes of
becoming a party hereto:

----------------------------------------

By:
-------------------------------------
Address: Title:
---------------------------------

--------------------------------

-9-

EXHIBIT H

NOTE

$___________ _________________________, 199_

FOR VALUE RECEIVED, the undersigned, AMC ENTERTAINMENT INC., a Delaware
corporation (the "BORROWER"), promises to pay to the order of
_________________ (the "LENDER") on the Commitment Termination Date (as
defined in the Credit Agreement referred to below) the principal sum of
_________________________ DOLLARS ($___________) or, if less, the outstanding
principal amount of all Loans made by the Lender to the Borrower pursuant to
that certain Amended and Restated Credit Agreement, dated as of April 10,
1997 (together with all amendments, if any, thereafter from time to time made
thereto, the "CREDIT AGREEMENT"), among the Borrower, and the Lender as one
of the Lenders thereto, various financial institutions, and THE BANK OF NOVA
SCOTIA, as Administrative Agent for the Lenders (in such capacity, the
"ADMINISTRATIVE AGENT"), as such Loans are entered by the holder hereof in
the appropriate column of the grid (the "GRID") attached to this Note. All
payments on account of the principal hereof shall also be endorsed by the
holder hereof on the Grid. Failure to record any such amounts on the Grid
shall not limit or otherwise affect the obligations of the Borrower to make
payments of principal or interest on this Note when due.

The unpaid principal amount of this Note from time to time outstanding
shall bear interest as provided in SECTION 3.4 and SECTION 3.5 of the Credit
Agreement.

All payments of principal of and interest on this Note shall be payable in
lawful currency of the United States of America at the offices of the
Administrative Agent at 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000
in immediately available funds.

This Note is one of the Notes referred to in, and evidences indebtedness
incurred under, the Credit Agreement, to which reference is made for a statement
of the terms and conditions on which the Borrower is permitted and required to
make prepayments of

principal of this Note and on which the indebtedness
evidenced hereby may be declared to be immediately due and payable.

AMC ENTERTAINMENT INC.

By:
--------------------------------------------
Title:
--------------------------------------

GRID

Loans made by the Lender to AMC Entertainment Inc. described in that certain
Credit Agreement, dated as of April 10, 1997, and payments of principal of such
loans.

------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Portion of Principal
Balance Maintained
---------------------
Applicable
Amount of Outstanding Fixed Rate
Amount of Principal Principal Base Fixed Interest Notation
Date Loan Payment Balance Rate Loan Rate Loan Period Made By
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------

EXHIBIT I

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this "PLEDGE AGREEMENT"), dated as of _________ __,
_____, is made by AMC ENTERTAINMENT INC., a Delaware corporation (the
"BORROWER"), in favor of THE BANK OF NOVA SCOTIA, as administrative agent
(together with any successor thereto in such capacity, the "ADMINISTRATIVE
AGENT") for each of the Lender Parties (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of
April 10, 1997 (together with all amendments and other modifications, if any,
from time to time thereafter made thereto, the "CREDIT AGREEMENT"), among the
Borrower, the various financial institutions (individually a "LENDER" and
collectively the "LENDERS") as are, or may from time to time become, parties
thereto and the Administrative Agent, the Lenders have extended Commitments to
make Loans to the Borrower;

WHEREAS, the Borrower is required to execute and deliver this Pledge
Agreement;

WHEREAS, the Borrower has duly authorized the execution, delivery and
performance of this Pledge Agreement; and

NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce the Lenders to make Loans to the
Borrower pursuant to the Credit Agreement, the Borrower agrees, for the benefit
of each Lender Party, as follows:

ARTICLE

DEFINITIONS

SECTION CERTAIN TERMS. The following terms (whether or not underscored)
when used in this Pledge Agreement, including

its preamble and recitals, shall have the following meanings (such definitions
to be equally applicable to the singular and plural forms thereof):

"ADMINISTRATIVE AGENT" is defined in the PREAMBLE.

"BORROWER" is defined in the PREAMBLE.

"COLLATERAL" is defined in SECTION 2.1.

"CREDIT AGREEMENT" is defined in the FIRST RECITAL.

"DISTRIBUTIONS" means all stock dividends, liquidating dividends, shares of
stock resulting from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to
the foregoing) on or with respect to any Pledged Shares or other shares of
capital stock constituting Collateral, but shall not include Dividends.

"DIVIDENDS" means cash dividends and cash distributions with respect to any
Pledged Shares or other Pledged Property made in the ordinary course of business
and not a liquidating dividend.

"LENDER" is defined in the FIRST RECITAL.

"LENDER PARTY" means, as the context may require, any Lender or the
Administrative Agent and each of its respective successors, transferees and
assigns.

"LENDERS" is defined in the FIRST RECITAL.

"PLEDGE AGREEMENT" is defined in the PREAMBLE.

"PLEDGED NOTES" is defined in SECTION 2.1(a).

"PLEDGED PROPERTY" means all Pledged Shares and all Pledged Notes now or
from time to time hereafter delivered by the Borrower to the Administrative
Agent for the purpose of pledge under this Pledge Agreement or any other Loan
Document, and all proceeds of any of the foregoing.

"PLEDGED SHARES" is defined in SECTION 2.1(b).

"U.C.C." means the Uniform Commercial Code as in effect in the State of New
York.

SECTION CREDIT AGREEMENT DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, terms used in this Pledge Agreement, including
its preamble and recitals, have the meanings provided in the Credit Agreement.

SECTION U.C.C. DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Pledge Agreement, including its preamble and recitals, with
such meanings.

ARTICLE

PLEDGE

SECTION GRANT OF SECURITY INTEREST. The Borrower hereby pledges,
hypothecates, assigns, charges, mortgages, delivers, and transfers to the
Administrative Agent, for its benefit and the ratable benefit of each of the
Lender Parties, and hereby grants to the Administrative Agent, for its benefit
and the ratable benefit of the Lender Parties, a continuing security interest
in, all of the following property, now or hereafter existing or acquired (the
"COLLATERAL"):

(a) all promissory notes evidencing Indebtedness of each Subsidiary
owing to the Borrower (the "PLEDGED NOTES");

(b) all issued and outstanding shares of or other equity interests in
Capital Stock held beneficially or of record by the Borrower of each direct
Subsidiary of the Borrower (the "PLEDGED SHARES");

(c) all other Pledged Property, whether now or hereafter delivered to
the Administrative Agent in connection with this Pledge Agreement;

(d) all Dividends, Distributions, interest and other payments and
rights with respect to any Pledged Property; and

(e) all proceeds of any of the foregoing.

SECTION 2.2 SECURITY FOR LIABILITIES. This Pledge Agreement secures the
payment in full of all Liabilities now or hereafter existing under the Credit
Agreement, the Notes and each other Loan Document to which the Borrower is or
may become a party, whether for principal, interest, costs, fees, expenses or
otherwise.

SECTION 2.3 DELIVERY OF PLEDGED PROPERTY. All certificates or instruments
representing or evidencing any Collateral, including all Pledged Shares and all
Pledged Notes, shall be delivered to and held by or on behalf of (and, in the
case of the Pledged Notes, endorsed to the order of) the Administrative Agent
pursuant hereto, shall be in suitable form for transfer by delivery, and shall
be accompanied by all necessary instruments of transfer or assignment, duly
executed in blank.

SECTION 2.4 DIVIDENDS ON PLEDGED SHARES AND PAYMENTS ON PLEDGED NOTES.
In the event that any Dividend is to be paid on any Pledged Share or any payment
of principal or interest is to be made on any Pledged Note at a time when no
Default or Event of Default has occurred and is continuing, such Dividend or
payment may be paid directly to the Borrower, and upon such payment to the
Borrower the security interest therein granted under this Pledge Agreement shall
terminate. If any such Default or Event of Default has occurred and is
continuing, then any such Dividend or payment shall be paid directly to the
Administrative Agent.

SECTION 2.5 CONTINUING SECURITY INTEREST. This Pledge Agreement shall
create a continuing security interest in the Collateral and shall

(a) remain in full force and effect until payment in full of all
Liabilities and the termination of all Commitments,

(b) be binding upon the Borrower and its successors, transferees and
assigns, and

(c) inure, together with the rights and remedies of the
Administrative Agent hereunder, to the benefit of the Administrative Agent
and each other Lender Party.

Without limiting the foregoing CLAUSE (c), any Lender may assign or otherwise
transfer (in whole or in part) any Note or Loan held by it to any other Person
or entity, and such other Person or entity shall thereupon become vested with
all the rights and benefits in respect thereof granted to such Lender under any
Loan Document (including this Pledge Agreement) or otherwise, subject, however,
to any contrary provisions in such assignment or transfer, and to the provisions
of Section 11.11(b) and Article X of the Credit Agreement.

SECTION 2.6 TERMINATION OF SECURITY INTEREST; RELEASE OF COLLATERAL. Upon
the payment in full of all Liabilities and the termination of all Commitments,
the security interest granted herein shall terminate and all rights to the
Collateral shall revert to the Borrower. Further, the Administrative Agent
shall release the Collateral in accordance with Section 8.1.9 of the Credit
Agreement and may release any of the Collateral with the prior written consent
of all Lenders. Upon any such termination or release of Collateral, the
Administrative Agent will, at the Borrower's sole expense, deliver to the
Borrower, without any representation, warranty or recourse of any kind
whatsoever, all certificates and instruments representing or evidencing all
Pledged Shares and all Pledged Notes, together with all other Collateral held by
the Administrative Agent hereunder, and execute and deliver to the Borrower such
documents as the Borrower shall reasonably request to evidence such termination
or release.

ARTICLE

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 WARRANTIES, ETC. The Borrower represents and warrants to each
Lender Party, as at the date of each pledge and

delivery hereunder (including each pledge and delivery of Pledged Shares and
each pledge and delivery of a Pledged Note) by the Borrower to the
Administrative Agent of any Collateral, as set forth in this Article.

SECTION 3.1.1. OWNERSHIP, NO LIENS, ETC. The Borrower is the legal and
beneficial owner of, and has good and marketable title to (and has full right
and authority to pledge and assign) the Collateral, free and clear of all liens,
security interests, options or other charges or encumbrances, except any lien or
security interest granted pursuant hereto in favor of the Administrative Agent.

SECTION 3.1.2. VALID SECURITY INTEREST. The delivery of the Collateral to
the Administrative Agent and the filing of appropriate U.C.C. financing
statements is effective to create a valid, perfected, first priority security
interest in the Collateral and all proceeds thereof, securing the Liabilities.
No further filing or other action will be necessary to perfect or protect such
security interest.

SECTION 3.1.3. AS TO PLEDGED SHARES. In the case of any Pledged Shares
constituting such Collateral, all of such Pledged Shares are duly authorized and
validly issued, fully paid, and non-assessable, and constitute all of the issued
and outstanding shares of capital stock or other equity interest held
beneficially or of record by the Borrower of each of the Borrower's direct
Subsidiaries.

SECTION 3.1.4. AS TO PLEDGED NOTES. In the case of each Pledged Note, all
of such Pledged Notes have been duly authorized, executed, endorsed, issued and
delivered, and are the legal, valid and binding obligation of the issuers
thereof, and are not in default.

SECTION 3.1.5. AUTHORIZATION, APPROVAL, ETC. No authorization, approval,
or other action by, and no notice to or filing with, any governmental authority,
regulatory body or any other Person is required either

(a) for the pledge by the Borrower of any Collateral pursuant to this
Pledge Agreement or for the execution,

delivery, and performance of this Pledge Agreement by the Borrower, or

(b) for the exercise by the Administrative Agent of the voting or
other rights provided for in this Pledge Agreement, or, except with respect
to any Pledged Shares, as may be required in connection with a disposition
of such Pledged Shares by laws affecting the offering and sale of
securities generally, the remedies in respect of the Collateral pursuant to
this Pledge Agreement.

SECTION 3.1.6. COMPLIANCE WITH LAWS. The Borrower is in compliance with
the requirements of all applicable laws, rules, regulations and orders of every
governmental authority, the non-compliance with which might have a Materially
Adverse Effect.

SECTION 3.1.7. ADDRESS. The address of the location of the records of the
Borrower concerning the Collateral and the address of the Borrower's chief
executive office is as set forth below its signature hereto.

ARTICLE IV

COVENANTS

SECTION 4.1 PROTECT COLLATERAL; FURTHER ASSURANCES, ETC. The Borrower
will not sell, assign, transfer, pledge, or encumber in any other manner the
Collateral (except in favor of the Administrative Agent hereunder or as
permitted under the Credit Agreement). The Borrower will warrant and defend the
right and title herein granted unto the Administrative Agent in and to the
Collateral (and all right, title, and interest represented by the Collateral)
against the claims and demands of all Persons whomsoever. The Borrower agrees
that at any time, and from time to time, at the expense of the Borrower, the
Borrower will promptly execute and deliver all further Instruments, and take all
further action, that may be necessary or desirable, or that the Administrative
Agent may reasonably request, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable the
Administrative Agent to exercise and enforce its rights and remedies hereunder
with respect to any Collateral.

SECTION 4.2 STOCK POWERS, ETC. The Borrower agrees that all Pledged Shares
(and all other shares of capital stock constituting Collateral) delivered by the
Borrower pursuant to this Pledge Agreement will be accompanied by duly executed
undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Administrative Agent. The Borrower will, from time to time
upon the request of the Administrative Agent, promptly deliver to the
Administrative Agent such stock powers, instruments, and similar documents,
satisfactory in form and substance to the Administrative Agent, with respect to
the Collateral as the Administrative Agent may reasonably request and will, from
time to time upon the request of the Administrative Agent after the occurrence
of any Event of Default, promptly transfer any Pledged Shares or other shares of
common stock constituting Collateral into the name of any nominee designated by
the Administrative Agent.

SECTION 4.3 CONTINUOUS PLEDGE. Subject to SECTIONS 2.4 and 2.6,
the Borrower will, at all times, keep pledged to the Administrative Agent
pursuant hereto all Pledged Shares and all other shares of capital stock
constituting Collateral, all Dividends and Distributions with respect thereto,
all Pledged Notes, all interest, principal and other proceeds received by the
Administrative Agent with respect to the Pledged Notes, and all other Collateral
and other securities, instruments, proceeds, and rights from time to time
received by or distributable to the Borrower in respect of any Collateral.

SECTION 4.4 VOTING RIGHTS; DIVIDENDS, ETC. The Borrower agrees:

(a) after any Default or Event of Default shall have occurred and be
continuing, promptly upon receipt thereof by the Borrower and without any
request therefor by the Administrative Agent, to deliver (properly endorsed
where required hereby or requested by the Administrative Agent) to the
Administrative Agent all Dividends, Distributions, all interest, all
principal, all other cash payments, and all proceeds of the Collateral, all
of which shall be held by the Administrative Agent as additional Collateral
for use in accordance with SECTION 6.3; and

(b) after any Event of Default shall have occurred and be continuing
and the Administrative Agent has notified the Borrower of the
Administrative Agent's intention to exercise its voting power under this
SECTION 4.4(b)

(i) the Administrative Agent may exercise (to the exclusion of
the Borrower) the voting power and all other incidental rights of
ownership with respect to any Pledged Shares or other shares of
capital stock constituting Collateral and the Borrower hereby grants
the Administrative Agent an irrevocable proxy, exercisable under such
circumstances, to vote the Pledged Shares and such other Collateral;
and

(ii) promptly to deliver to the Administrative Agent such
additional proxies and other documents as may be necessary to allow
the Administrative Agent to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments and proceeds
which may at any time and from time to time be held by the Borrower but which
the Borrower is then obligated to deliver to the Administrative Agent, shall,
until delivery to the Administrative Agent, be held by the Borrower separate and
apart from its other property in trust for the Administrative Agent. The
Administrative Agent agrees that unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given the notice
referred to in SECTION 4.4(b), the Borrower shall have the exclusive voting
power with respect to any shares of capital stock (including any of the Pledged
Shares) constituting Collateral and the Administrative Agent shall, upon the
written request of the Borrower, promptly deliver such proxies and other
documents, if any, as shall be reasonably requested by the Borrower which are
necessary to allow the Borrower to exercise voting power with respect to any
such share of capital stock (including any of the Pledged Shares) constituting
Collateral; PROVIDED, HOWEVER, that no vote shall be cast, or consent, waiver,
or ratification given, or action taken by the Borrower that would impair any
Collateral or be inconsistent with or violate any provision of the Credit
Agreement or any other Loan Document (including this Pledge Agreement).

SECTION 4.5 ADDITIONAL UNDERTAKINGS. The Borrower will not, without the
prior written consent of the Administrative Agent:

(a) enter into any agreement amending, supplementing or waiving any
provision of any Pledged Note (including any underlying Instrument pursuant
to which such Pledged Note is issued) or compromising or releasing or
extending the time for payment of any obligation of the maker thereof; or

(b) take or omit to take any action the taking or the omission of
which would result in any impairment or alteration of any obligation of the
maker of any Pledged Note or other instrument constituting Collateral.

SECTION 4.6 OFFICES; FURTHER ASSURANCES. The Borrower shall keep its
chief executive office and the office where it keeps its records concerning the
Collateral at the address set forth below its signature hereto, or, upon 30
days' prior written notice to the Administrative Agent, at such other location
in which all actions required by the next sentence have been taken. The
Borrower agrees that, from time to time at its expense, it will promptly execute
and deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that the Administrative Agent may
request, in order to perfect, preserve and protect any security interest granted
or purported to be granted hereby or to enable the Administrative Agent to
exercise and enforce its rights and remedies hereunder. The Borrower hereby
authorizes the Administrative Agent to file one or more financing or
continuation statements, and amendments thereto, without the signature of the
Borrower where permitted by law. A carbon, photographic or other reproduction
of this Pledge Agreement shall be sufficient as a financing statement where
permitted by law.

ARTICLE V

THE ADMINISTRATIVE AGENT

SECTION 5.1 ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT. The Borrower
hereby irrevocably appoints the

Administrative Agent the Borrower's attorney-in-fact, with full authority in the
place and stead of the Borrower and in the name of the Borrower or otherwise, at
any time that an Event of Default has occurred and is continuing, to take any
action and to execute any instrument which the Administrative Agent may deem
necessary or advisable to accomplish the purposes of this Pledge Agreement,
including:

(a) to ask, demand, collect, xxx for, recover, compromise, receive
and give acquittance and receipts for moneys due and to become due under or
in respect of any of the Collateral;

(b) to receive, endorse, and collect any drafts or other instruments,
documents and chattel paper, in connection with CLAUSE (a) above; and

(c) to file any claims or take any action or institute any
proceedings which the Administrative Agent may deem necessary or desirable
for the collection of any of the Collateral or otherwise to enforce the
rights of the Administrative Agent with respect to any of the Collateral.

The Borrower hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

SECTION 5.2 ADMINISTRATIVE AGENT MAY PERFORM. If the Borrower fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by the
Borrower pursuant to SECTION 6.4.

action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Pledged Property, whether or not the
Administrative Agent has or is deemed to have knowledge of such matters, or (b)
taking any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Collateral.

SECTION 5.4 REASONABLE CARE. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; PROVIDED, HOWEVER, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as the Borrower
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

ARTICLE VI

REMEDIES

SECTION 6.1 CERTAIN REMEDIES. If any Event of Default shall have occurred
and be continuing:

(a) The Administrative Agent may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party
on default under the U.C.C. (whether or not the U.C.C. applies to the
affected Collateral) and also may, without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at
public or private sale, at any of the Administrative Agent's offices or
elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Administrative Agent may deem commercially reasonable. The
Borrower agrees that, to the extent notice of sale shall be required by
law, at least ten days' prior notice to the Borrower of the time and place
of any public sale or the time after which any private sale is to be made
shall

constitute reasonable notification. The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale
having been given. The Administrative Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.

(b) The Administrative Agent may

(i) transfer all or any part of the Collateral into the name
of the Administrative Agent or its nominee, with or without disclosing
that such Collateral is subject to the lien and security interest
hereunder,

(ii) notify the parties obligated on any of the Collateral to
make payment to the Administrative Agent of any amount due or to
become due thereunder,

(iii) enforce collection of any of the Collateral by suit
or otherwise, and surrender, release or exchange all or any part
thereof, or compromise or extend or renew for any period (whether or
not longer than the original period) any obligations of any nature of
any party with respect thereto,

(iv) endorse any checks, drafts, or other writings in the
Borrower's name to allow collection of the Collateral,

(v) take control of any proceeds of the Collateral, and

(vi) execute (in the name, place and stead of the Borrower)
endorsements, assignments, stock powers and other instruments of
conveyance or transfer with respect to all or any of the Collateral.

SECTION 6.2 COMPLIANCE WITH RESTRICTIONS. The Borrower agrees that in any
sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the

Administrative Agent is hereby authorized to comply with any limitation or
restriction in connection with such sale as it may be advised by counsel is
necessary in order to avoid any violation of applicable law (including
compliance with such procedures as may restrict the number of prospective
bidders and purchasers, require that such prospective bidders and purchasers
have certain qualifications, and restrict such prospective bidders and
purchasers to persons who will represent and agree that they are purchasing for
their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory authority or official,
and the Borrower further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Administrative Agent be liable nor accountable
to the Borrower for any discount allowed by reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.

SECTION 6.3 APPLICATION OF PROCEEDS. All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral may, in the discretion of
the Administrative Agent, be held by the Administrative Agent as additional
collateral security for, or then or at any time thereafter be applied (after
payment of any amounts payable to the Administrative Agent pursuant to Section
11.3 of the Credit Agreement and SECTION 6.4) in whole or in part by the
Administrative Agent against, all or any part of the Liabilities in such order
as the Administrative Agent shall elect.

Any surplus of such cash or cash proceeds held by the Administrative Agent
and remaining after payment in full of all the Liabilities, and the termination
of all Commitments, shall be paid over to the Borrower or to whomsoever may be
lawfully entitled to receive such surplus.

SECTION 6.4 INDEMNITY AND EXPENSES. The Borrower hereby indemnifies and
holds harmless the Administrative Agent from and against any and all claims,
losses, and liabilities arising out of or resulting from this Pledge Agreement
(including enforcement

of this Pledge Agreement), except claims, losses or liabilities resulting from
the Administrative Agent's gross negligence or wilful misconduct. Upon demand,
the Borrower will pay to the Administrative Agent the amount of any and all
reasonable expenses, including the reasonable fees and disbursements of its
counsel and of any experts and agents, which the Administrative Agent may incur
in connection with:

(a) the administration of this Pledge Agreement, the Credit Agreement
and each other Loan Document;

(b) the custody, preservation, use, or operation of, or the sale of,
collection from, or other realization upon, any of the Collateral;

(d) the failure by the Borrower to perform or observe any of the
provisions hereof.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.1 LOAN DOCUMENT. This Pledge Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

SECTION 7.2 AMENDMENTS, ETC. No amendment to or waiver of any provision
of this Pledge Agreement nor consent to any departure by the Borrower herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it is
given.

SECTION 7.3 PROTECTION OF COLLATERAL. The Administrative Agent may from
time to time, at its option, perform any act which

the Borrower agrees hereunder to perform and which the Borrower shall fail to
perform after being requested in writing so to perform (it being understood that
no such request need be given after the occurrence and during the continuance of
an Event of Default) and the Administrative Agent may from time to time take any
other action which the Administrative Agent reasonably deems necessary for the
maintenance, preservation or protection of any of the Collateral or of its
security interest therein.

SECTION 7.4 SECTION CAPTIONS. Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not affect the
construction of this Pledge Agreement.

SECTION 7.5 SEVERABILITY. Whenever possible each provision of this Pledge
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Pledge Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Pledge Agreement.

SECTION 7.6 GOVERNING LAW, ENTIRE AGREEMENT, ETC. THIS PLEDGE AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK. THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE
ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.

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

AMC ENTERTAINMENT INC.

By __________________________________

Title:

THE BANK OF NOVA SCOTIA, as
Administrative Agent

By __________________________________
Title:

ATTACHMENT 1
to
Pledge Agreement

Item A. PLEDGED NOTES

Issuer Description
------ -----------

Item B. PLEDGED SHARES

Issuer Common Stock
------ ------------------------------------------
Authorized Outstanding % of Shares
Shares Shares Pledged
---------- ----------- -----------

EXHIBIT J

SUBSIDIARY PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this "PLEDGE AGREEMENT"), dated as of ________ __,
____, is made by [NAME OF SIGNIFICANT SUBSIDIARY], a ______________ (the
"PLEDGOR"), in favor of THE BANK OF NOVA SCOTIA, as administrative agent
(together with any successor thereto in such capacity, the "ADMINISTRATIVE
AGENT") for each of the Lender Parties (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of
April 10, 1997 (together with all amendments and other modifications, if any,
from time to time thereafter made thereto, the "CREDIT AGREEMENT"), among AMC
ENTERTAINMENT INC., a Delaware corporation (the "BORROWER"), the various
financial institutions (individually a "LENDER" and collectively the "LENDERS")
as are, or may from time to time become, parties thereto and the Administrative
Agent, the Lenders have extended Commitments to make Loans to the Borrower;

WHEREAS, the Pledgor has guaranteed all obligations of the Borrower under
or in connection with the Credit Agreement pursuant to a Significant Subsidiary
Guaranty dated as of April __, 1997 (together with all amendments and other
modifications, if any, from time to time thereafter made thereto, the
"GUARANTY");

WHEREAS, the Pledgor is required to execute and deliver this Pledge
Agreement;

WHEREAS, the Pledgor has duly authorized the execution, delivery and
performance of this Pledge Agreement; and

WHEREAS, it is in the best interests of the Pledgor to execute this Pledge
Agreement inasmuch as the Pledgor will derive substantial direct and indirect
benefits from the Loans made from time to time to the Borrower by the Lenders
pursuant to the Credit Agreement;

NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce the Lenders to make Loans to the
Borrower pursuant to the Credit Agreement, the Pledgor agrees, for the benefit
of each Lender Party, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 CERTAIN TERMS. The following terms (whether or not
underscored) when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

"ADMINISTRATIVE AGENT" is defined in the PREAMBLE.

"BORROWER" is defined in the FIRST RECITAL.

"COLLATERAL" is defined in SECTION 2.1.

"CREDIT AGREEMENT" is defined in the FIRST RECITAL.

"DIVIDENDS" means cash dividends and cash distributions with respect to any
Pledged Shares or other Pledged Property made in the ordinary course of business
and not a liquidating dividend.

"LENDER" is defined in the FIRST RECITAL.

"LENDER PARTY" means, as the context may require, any Lender or the
Administrative Agent and each of its respective successors, transferees and
assigns.

"LENDERS" is defined in the FIRST RECITAL.

"PLEDGE AGREEMENT" is defined in the PREAMBLE.

"PLEDGED NOTES" is defined in SECTION 2.1(a).

"PLEDGED PROPERTY" means all Pledged Shares and all Pledged Notes now or
from time to time hereafter delivered by the Pledgor to the Administrative Agent
for the purpose of pledge under this Pledge Agreement or any other Loan
Document, and all proceeds of any of the foregoing.

"PLEDGED SHARES" is defined in SECTION 2.1(b).

"PLEDGOR" is defined in the PREAMBLE.

"SECURED OBLIGATIONS" is defined in SECTION 2.2.

"U.C.C." means the Uniform Commercial Code as in effect in the State of New
York.

SECTION 1.2 CREDIT AGREEMENT DEFINITIONS. Unless otherwise defined herein
or the context otherwise requires, terms used in this Pledge Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

SECTION 1.3 U.C.C. DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Pledge Agreement, including its preamble and recitals, with
such meanings.

ARTICLE II

PLEDGE

SECTION 2.1 GRANT OF SECURITY INTEREST. The Pledgor hereby pledges,
hypothecates, assigns, charges, mortgages, delivers, and transfers to the
Administrative Agent, for its benefit and the ratable benefit of each of the
Lender Parties, and hereby grants to the Administrative Agent, for its benefit
and the ratable benefit of the Lender Parties, a continuing security interest
in, all of the following property, now or hereafter existing or acquired (the
"COLLATERAL"):

(a) all promissory notes evidencing Indebtedness of the Borrower and
each Subsidiary of the Borrower to the Pledgor (the "PLEDGED NOTES");

(b) all issued and outstanding shares of or other equity interests in
Capital Stock held beneficially or of record by the Pledgor of each direct
Subsidiary of the Pledgor (the "PLEDGED SHARES");

(c) all other Pledged Property, whether now or hereafter delivered to
the Administrative Agent in connection with this Pledge Agreement;

(d) all Dividends, Distributions, interest and other payments and
rights with respect to any Pledged Property; and

(e) all proceeds of any of the foregoing.

SECTION 2.2 SECURITY FOR OBLIGATIONS. This Pledge Agreement secures the
payment in full of all obligations of the Pledgor now or hereafter existing
under the Guaranty, and all obligations of the Pledgor now or hereafter existing
under this Pledge Agreement and each other Loan Document to which it is or may
become a party (all such obligations of the Pledgor being the "SECURED
OBLIGATIONS").

SECTION 2.3 DELIVERY OF PLEDGED PROPERTY. All certificates or instruments
representing or evidencing any Collateral,

including all Pledged Shares and all Pledged Notes, shall be delivered to and
held by or on behalf of (and, in the case of the Pledged Notes, endorsed to the
order of) the Administrative Agent pursuant hereto, shall be in suitable form
for transfer by delivery, and shall be accompanied by all necessary instruments
of transfer or assignment, duly executed in blank.

SECTION 2.4 DIVIDENDS ON PLEDGED SHARES AND PAYMENTS ON PLEDGED NOTES.
In the event that any Dividend is to be paid on any Pledged Share or any payment
of principal or interest is to be made on any Pledged Note at a time when no
Default or Event of Default has occurred and is continuing, such Dividend or
payment may be paid directly to the Pledgor, and upon payment thereof to the
Pledgor, the security interest therein granted under this Pledge Agreement shall
terminate. If any such Default or Event of Default has occurred and is
continuing, then any such Dividend or payment shall be paid directly to the
Administrative Agent.

SECTION 2.5 CONTINUING SECURITY INTEREST. This Pledge Agreement shall
create a continuing security interest in the Collateral and shall

(a) remain in full force and effect until payment in full of all
Secured Obligations and the termination of all Commitments,

(b) be binding upon the Pledgor and its successors, transferees and
assigns, and

(c) inure, together with the rights and remedies of the
Administrative Agent hereunder, to the benefit of the Administrative Agent
and each other Lender Party.

SECTION 2.6 TERMINATION OF SECURITY INTEREST; RELEASE OF COLLATERAL. Upon
the payment in full of all Secured Obligations and the termination of all
Commitments, the security interest granted herein shall terminate and all rights
to the Collateral shall revert to the Pledgor. Further, the Administrative
Agent shall release the Collateral in accordance with Section 8.1.9 of the
Credit Agreement and may release any of the Collateral with the prior written
consent of all Lenders. Upon any such termination or release of Collateral, the
Administrative Agent will, at the Pledgor's sole expense, deliver to the
Pledgor, without any representation, warranty or recourse of any kind
whatsoever, all certificates and instruments representing or evidencing all
Pledged Shares and all Pledged Notes, together with all other Collateral held by
the Administrative Agent hereunder, and execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to evidence such termination
or release.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 WARRANTIES, ETC. The Pledgor represents and warrants to each
Lender Party, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares and each pledge and delivery of a
Pledged Note) by the Pledgor to the Administrative Agent of any Collateral, as
set forth in this Article.

SECTION 3.1.1. ORGANIZATION, POWER, AUTHORITY, ETC. The Pledgor is a
corporation validly organized and existing and in good standing under the laws
of its state of incorporation. The Pledgor has full power and authority to
enter into and perform its obligations under this Pledge Agreement.

SECTION 3.1.2. DUE AUTHORIZATION. The execution and delivery by the
Pledgor of this Pledge Agreement and the performance by the Pledgor of its
obligations hereunder have been duly authorized by all necessary corporate
action, do not require any Approval, do not and will not conflict with, result
in any violation of, or constitute any default under, any provision of any
Organic Document or material Contractual Obligation or any

present law or governmental regulation or court decree or order applicable to
any Loan Party and will not result in or require the creation or imposition of
any Lien on any of the properties of any Loan Party pursuant to the provisions
of any Contractual Obligation, other than the security interest granted to the
Administrative Agent hereunder.

SECTION 3.1.3. VALIDITY, ETC. This Pledge Agreement is the legal, valid
and binding obligation of the Pledgor enforceable in accordance with its terms,
subject, as to enforcement, only to bankruptcy, insolvency, reorganization,
moratorium or other similar laws at the time in effect affecting the
enforceability of the rights of creditors generally, and by general equitable
principles which may limit the right to obtain the remedy of specific
performance of executory covenants.

SECTION 3.1.4. OWNERSHIP, NO LIENS, ETC. The Pledgor is the legal and
beneficial owner of, and has good and marketable title to (and has full right
and authority to pledge and assign) the Collateral, free and clear of all liens,
security interests, options or other charges or encumbrances, except any lien or
security interest granted pursuant hereto in favor of the Administrative Agent.

SECTION 3.1.5. VALID SECURITY INTEREST. The delivery of the Collateral to
the Administrative Agent and/or the filing of appropriate U.C.C. financing
statements is effective to create a valid, perfected, first priority security
interest in the Collateral and all proceeds thereof, securing the Secured
Obligations. No further filing or other action will be necessary to perfect or
protect such security interest.

SECTION 3.1.6. AS TO PLEDGED SHARES. In the case of any Pledged Shares
constituting such Collateral, all of such Pledged Shares are duly authorized and
validly issued, fully paid, and non-assessable, and constitute all of the issued
and outstanding shares of capital stock or other equity interest held
beneficially or of record by the Pledgor of each direct Subsidiary of the
Pledgor.

SECTION 3.1.7. AS TO PLEDGED NOTES. In the case of each Pledged Note, all
of such Pledged Notes have been duly

authorized, executed, endorsed, issued and delivered, and are the legal, valid
and binding obligation of the issuers thereof, and are not in default.

SECTION 3.1.8. AUTHORIZATION, APPROVAL, ETC. No authorization, approval,
or other action by, and no notice to or filing with (other than appropriate
U.C.C. financing statements), any governmental authority, regulatory body or any
other Person is required either

(a) for the pledge by the Pledgor of any Collateral pursuant to this
Pledge Agreement or for the execution, delivery, and performance of this
Pledge Agreement by the Pledgor, or

SECTION 3.1.9. COMPLIANCE WITH LAWS. The Pledgor is in compliance with
the requirements of all applicable laws, rules, regulations and orders of every
governmental authority, the non-compliance with which might have a Materially
Adverse Effect.

SECTION 3.1.10. ADDRESS. The address of the location of the records of
the Pledgor concerning the Collateral and the address of the Pledgor's chief
executive office is as set forth below its signature hereto.

ARTICLE IV

COVENANTS

SECTION 4.1 PROTECT COLLATERAL; FURTHER ASSURANCES, ETC. The Pledgor will
not sell, assign, transfer, pledge, or encumber in any other manner the
Collateral (except in favor of the Administrative Agent hereunder or as
permitted under the Credit

Agreement). The Pledgor will warrant and defend the right and title herein
granted unto the Administrative Agent in and to the Collateral (and all right,
title, and interest represented by the Collateral) against the claims and
demands of all Persons whomsoever. The Pledgor agrees that at any time, and
from time to time, at the expense of the Pledgor, the Pledgor will promptly
execute and deliver all further Instruments, and take all further action, that
may be necessary or desirable, or that the Administrative Agent may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Administrative Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.

SECTION 4.2 STOCK POWERS, ETC. The Pledgor agrees that all Pledged Shares
(and all other shares of capital stock constituting Collateral) delivered by the
Pledgor pursuant to this Pledge Agreement will be accompanied by duly executed
undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Administrative Agent. The Pledgor will, from time to time
upon the request of the Administrative Agent, promptly deliver to the
Administrative Agent such stock powers, instruments, and similar documents,
satisfactory in form and substance to the Administrative Agent, with respect to
the Collateral as the Administrative Agent may reasonably request and will, from
time to time upon the request of the Administrative Agent after the occurrence
of any Event of Default, promptly transfer any Pledged Shares or other shares of
common stock constituting Collateral into the name of any nominee designated by
the Administrative Agent.

SECTION 4.3 CONTINUOUS PLEDGE. Subject to SECTIONS 2.4 and 2.6,
the Pledgor will, at all times, keep pledged to the Administrative Agent
pursuant hereto all Pledged Shares and all other shares of capital stock
constituting Collateral, all Dividends and Distributions with respect thereto,
all Pledged Notes, all interest, principal and other proceeds received by the
Administrative Agent with respect to the Pledged Notes, and all other Collateral
and other securities, instruments, proceeds, and rights from time to time
received by or distributable to the Pledgor in respect of any Collateral.

SECTION 4.4 VOTING RIGHTS; DIVIDENDS, ETC. The Pledgor agrees:

(a) after any Default or Event of Default shall have occurred and be
continuing, promptly upon receipt thereof by the Pledgor and without any
request therefor by the Administrative Agent, to deliver (properly endorsed
where required hereby or requested by the Administrative Agent) to the
Administrative Agent all Dividends, Distributions, all interest, all
principal, all other cash payments, and all proceeds of the Collateral, all
of which shall be held by the Administrative Agent as additional Collateral
for use in accordance with SECTION 6.3; and

(b) after any Event of Default shall have occurred and be continuing
and the Administrative Agent has notified the Pledgor of the Administrative
Agent's intention to exercise its voting power under this SECTION 4.4(b)

(i) the Administrative Agent may exercise (to the exclusion of
the Pledgor) the voting power and all other incidental rights of
ownership with respect to any Pledged Shares or other shares of
capital stock constituting Collateral and the Pledgor hereby grants
the Administrative Agent an irrevocable proxy, exercisable under such
circumstances, to vote the Pledged Shares and such other Collateral;
and

(ii) promptly to deliver to the Administrative Agent such
additional proxies and other documents as may be necessary to allow
the Administrative Agent to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Administrative Agent, shall, until
delivery to the Administrative Agent, be held by the Pledgor separate and apart
from its other property in trust for the Administrative Agent. The
Administrative Agent agrees that unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given the notice
referred to in SECTION 4.4(b),

the Pledgor shall have the exclusive voting power with respect to any shares of
capital stock (including any of the Pledged Shares) constituting Collateral and
the Administrative Agent shall, upon the written request of the Pledgor,
promptly deliver such proxies and other documents, if any, as shall be
reasonably requested by the Pledgor which are necessary to allow the Pledgor to
exercise voting power with respect to any such share of capital stock (including
any of the Pledged Shares) constituting Collateral; PROVIDED, HOWEVER, that no
vote shall be cast, or consent, waiver, or ratification given, or action taken
by the Pledgor that would impair any Collateral or be inconsistent with or
violate any provision of the Credit Agreement or any other Loan Document
(including this Pledge Agreement).

SECTION 4.5 ADDITIONAL UNDERTAKINGS. The Pledgor will not, without the
prior written consent of the Administrative Agent:

SECTION 4.6 OFFICES; FURTHER ASSURANCES. The Pledgor shall keep its chief
executive office and the office where it keeps its records concerning the
Collateral at the address set forth below its signature hereto, or, upon 30
days' prior written notice to the Administrative Agent, at such other location
in which all actions required by the next sentence have been taken. The Pledgor
agrees that, from time to time at its expense, it will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary or desirable, or that the Administrative Agent may request, in
order to perfect, preserve and protect any security interest granted or
purported to be granted hereby or to enable the Administrative Agent to exercise
and enforce its rights and remedies hereunder. The Pledgor hereby authorizes
the Administrative Agent to file

one or more financing or continuation statements, and amendments thereto,
without the signature of the Pledgor where permitted by law. A carbon,
photographic or other reproduction of this Pledge Agreement shall be sufficient
as a financing statement where permitted by law.

ARTICLE V

THE ADMINISTRATIVE AGENT

SECTION 5.1 ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT. The Pledgor
hereby irrevocably appoints the Administrative Agent the Pledgor's
attorney-in-fact, with full authority in the place and stead of the Pledgor and
in the name of the Pledgor or otherwise, at any time that an Event of Default
has occurred and is continuing, to take any action and to execute any instrument
which the Administrative Agent may deem necessary or advisable to accomplish the
purposes of this Pledge Agreement, including:

(a) to ask, demand, collect, xxx for, recover, compromise, receive
and give acquittance and receipts for moneys due and to become due under or
in respect of any of the Collateral;

(b) to receive, endorse, and collect any drafts or other instruments,
documents and chattel paper, in connection with CLAUSE (a) above; and

The Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

SECTION 5.2 ADMINISTRATIVE AGENT MAY PERFORM. If the Pledgor fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of,

such agreement, and the expenses of the Administrative Agent incurred in
connection therewith shall be payable by the Pledgor pursuant to SECTION 6.4.

SECTION 5.3 ADMINISTRATIVE AGENT HAS NO DUTY. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest (on behalf of
the Lender Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for (a) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged
Property, whether or not the Administrative Agent has or is deemed to have
knowledge of such matters, or (b) taking any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Collateral.

SECTION 5.4 REASONABLE CARE. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; PROVIDED, HOWEVER, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as the Pledgor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

ARTICLE VI

REMEDIES

SECTION 6.1 CERTAIN REMEDIES. If any Event of Default shall have occurred
and be continuing:

(a) The Administrative Agent may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the

rights and remedies of a secured party on default under the U.C.C. (whether
or not the U.C.C. applies to the affected Collateral) and also may, without
notice except as specified below, sell the Collateral or any part thereof
in one or more parcels at public or private sale, at any of the
Administrative Agent's offices or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as the Administrative Agent may
deem commercially reasonable. The Pledgor agrees that, to the extent
notice of sale shall be required by law, at least ten days' prior notice to
the Pledgor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable
notification. The Administrative Agent shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given. The
Administrative Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was
so adjourned.

(b) The Administrative Agent may

(i) transfer all or any part of the Collateral into the name of
the Administrative Agent or its nominee, with or without disclosing
that such Collateral is subject to the lien and security interest
hereunder,

(ii) notify the parties obligated on any of the Collateral to
make payment to the Administrative Agent of any amount due or to
become due thereunder,

(iv) endorse any checks, drafts, or other writings in the
Pledgor's name to allow collection of the Collateral,

(v) take control of any proceeds of the Collateral, and

(vi) execute (in the name, place and stead of the Pledgor)
endorsements, assignments, stock powers and other instruments of
conveyance or transfer with respect to all or any of the Collateral.

SECTION 6.2 COMPLIANCE WITH RESTRICTIONS. The Pledgor agrees that in any
sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the Administrative Agent is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be advised
by counsel is necessary in order to avoid any violation of applicable law
(including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory authority or official,
and the Pledgor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Administrative Agent be liable nor accountable
to the Pledgor for any discount allowed by reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.

SECTION 6.3 APPLICATION OF PROCEEDS. All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral may, in the discretion of
the Administrative Agent, be held by the Administrative Agent as additional
collateral security for, or then or at any time thereafter be applied (after
payment of any amounts payable to the Administrative Agent pursuant to Section
11.3 of the Credit Agreement and SECTION 6.4) in whole or in part by the
Administrative Agent against, all or any part of the Secured Obligations in such
order as the Administrative Agent shall elect.

Any surplus of such cash or cash proceeds held by the Administrative Agent
and remaining after payment in full of all the Secured Obligations, and the
termination of all Commitments, shall be paid over to the Pledgor or to
whomsoever may be lawfully entitled to receive such surplus.

SECTION 6.4 INDEMNITY AND EXPENSES. The Pledgor hereby indemnifies and
holds harmless the Administrative Agent from and against any and all claims,
losses, and liabilities arising out of or resulting from this Pledge Agreement
(including enforcement of this Pledge Agreement), except claims, losses or
liabilities resulting from the Administrative Agent's gross negligence or wilful
misconduct. Upon demand, the Pledgor will pay to the Administrative Agent the
amount of any and all reasonable expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the
Administrative Agent may incur in connection with:

(a) the administration of this Pledge Agreement, the Credit Agreement
and each other Loan Document;

(b) the custody, preservation, use, or operation of, or the sale of,
collection from, or other realization upon, any of the Collateral;

(d) the failure by the Pledgor to perform or observe any of the
provisions hereof.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.2 AMENDMENTS, ETC. No amendment to or waiver of any provision
of this Pledge Agreement nor consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it is
given.

SECTION 7.3 PROTECTION OF COLLATERAL. The Administrative Agent may from
time to time, at its option, perform any act which the Pledgor agrees hereunder
to perform and which the Pledgor shall fail to perform after being requested in
writing so to perform (it being understood that no such request need be given
after the occurrence and during the continuance of an Event of Default) and the
Administrative Agent may from time to time take any other action which the
Administrative Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest
therein.

SECTION 7.4 ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be in writing or by facsimile and, if to the
Pledgor, mailed or transmitted or delivered to it at the address set forth below
its signature hereto, or, if to the Administrative Agent, mailed or delivered to
it, addressed to it at the address of the Administrative Agent specified in the
Credit Agreement or, as to either party, at such other address or facsimile
number as shall be designated by such party in a written notice to each other
party complying as to delivery with the terms of this Section. Any notice, if
mailed and properly addressed with postage prepaid or properly addressed and
sent by pre-paid courier service, shall be deemed given when received; any
notice, if transmitted by facsimile, shall be deemed given when received.

SECTION 7.5 SECTION CAPTIONS. Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not affect the
construction of this Pledge Agreement.

SECTION 7.6 SEVERABILITY. Whenever possible each provision of this Pledge
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Pledge Agreement shall be
prohibited by or

invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Pledge Agreement.

SECTION 7.7 GOVERNING LAW, ENTIRE AGREEMENT, ETC. THIS PLEDGE AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK. THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE
ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.

SECTION 7.8 FORUM SELECTION AND CONSENT TO JURISDICTION. Any judicial
proceedings brought against the Pledgor with respect to this Pledge Agreement
may be brought in any state or federal court of competent jurisdiction in the
State of New York or the State of Missouri, and by the execution and delivery of
this Pledge Agreement, the Pledgor accepts the nonexclusive jurisdiction of the
aforesaid courts. Service of process may be made by any means authorized by
federal law or the law of the State of New York, or Missouri, as the case may
be. A copy of any such process so served shall be mailed by registered mail to
the Pledgor at its address set forth below its signature hereto or at such other
address as may be designated by the Pledgor in a notice to the Administrative
Agent. Nothing herein shall limit the right of the Administrative Agent to
bring proceedings against the Pledgor in the courts of any other jurisdiction.

SECTION 7.9 WAIVER OF JURY TRIAL. THE LENDER PARTIES AND THE
PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS PLEDGE AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE LENDER PARTIES OR THE PLEDGOR. THE PLEDGOR ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS

PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER PARTIES ENTERING INTO THE
CREDIT AGREEMENT AND EACH OTHER SUCH LOAN DOCUMENT.

[NAME OF SIGNIFICANT SUBSIDIARY]

By ____________________________________
Title:

Address: _____________________________
_____________________________

Facsimile No.:
_______________________________________

Attention: ___________________________

THE BANK OF NOVA SCOTIA, as
Administrative Agent

By ____________________________________
Title:

ATTACHMENT 1
to
Pledge Agreement

Item A. PLEDGED NOTES

Pledged Note Issuer Description
------------------- -----------

Item B. PLEDGED SHARES

Pledged Share Issuer Common Stock
-------------------- -----------------------------------------

Authorized Outstanding % of Shares
Shares Shares Pledged
---------- ----------- -----------

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Table of Contents

U.S. $425,000,000 AMENDED AND RESTATED CREDIT AGREEMENT,

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