U.S. $270,000,000 CREDIT AGREEMENT,

U.S. $270,000,000

CREDIT AGREEMENT,

dated as of November 23, 1999,

among

XXXXXXX CORPORATION,

as a Guarantor,

XXXXXXX COMMUNICATIONS LLC,

as the Borrower,

VARIOUS FINANCIAL INSTITUTIONS,

as the Lenders,

DLJ CAPITAL FUNDING, INC.,

as the Syndication Agent for the Lenders,

XXXXX FARGO BANK, N.A.

as the Documentation Agent for the Lenders

and

U.S. BANK NATIONAL ASSOCIATION

as the Administrative Agent for the Lenders

LEAD ARRANGER:

DLJ CAPITAL FUNDING, INC.

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of November 23, 1999 is among XXXXXXX
CORPORATION, a Minnesota corporation, as a guarantor ("HOLDCO"), XXXXXXX
COMMUNICATIONS LLC, a Delaware limited liability company, as the borrower (the
"COMPANY"), the various financial institutions as are or may become parties
hereto (collectively, the "LENDERS"), DLJ CAPITAL FUNDING, INC. ("DLJ"), as
syndication agent for the Lenders (the "SYNDICATION AGENT"), XXXXX FARGO BANK,
N.A., as documentation agent for the Lenders (the "DOCUMENTATION AGENT"), and
U.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the
"ADMINISTRATIVE AGENT"; the Syndication Agent and the Administrative Agent are
sometimes referred to herein as the "AGENTS" and each as an "AGENT").

W I T N E S S E T H:

WHEREAS, DLJ Merchant Banking Partners II, L.P. owns all of the issued and
outstanding Capital Stock of Viking Merger Sub, Inc., a Minnesota corporation
("MERGER SUB");

WHEREAS, DLJ Merchant Banking Xxxxxxxx XX, X.X., XXX Xxxxxxxx Xxxxxxxx XX,
X.X., XXX Diversified Partners, L.P., DLJMB Funding II, Inc., DLJ EAB Partners,
L.P., DLJ Diversified Partners-A, X.X., XXX Xxxxx XXX XX, X.X., XXX First ESC,
L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners-A, L.P. and DLJ
Merchant Banking Partners II-A, L.P. (collectively the "DLJMB ENTITIES") and
certain current equity owners and employees of Holdco (such owners, employees
and the DLJMB Entities being, collectively, the "EQUITY INVESTORS") intend to
consummate a leveraged recapitalization (the "RECAPITALIZATION") of Holdco,
whereby, among other things, (i) Merger Sub will merge (the "MERGER") with and
into Holdco and (ii) immediately upon the effectiveness of the Merger, Holdco
will contribute (the "ASSET CONTRIBUTION") all or substantially all of its
assets to the Company, a wholly-owned Subsidiary of Holdco, other than (A)
leases, contract rights and other assets the transfer of which require the
consent or approval of (or give rise to any right of termination by or any right
to a penalty in favor of) any third party or governmental authority, (B) certain
litigation and (C) prior to January 1, 2000, its employees and related employee
benefit plans and arrangements (collectively, such retained assets, rights,
operations, liabilities, obligations and other interests of whatsoever kind or
nature being hereinafter referred to as the "RETAINED INTERESTS"), and will
enter into the Administrative Services Agreement with Company pursuant to which
Holdco will provide the benefits of substantially all such Retained Interests to
the Company and the Company will assume substantially all performance
obligations and other liabilities with respect to such Retained Interests in
accordance with the terms and conditions set forth therein;

WHEREAS, Holdco will be the corporation surviving the Merger, and, after
giving effect to the Merger, the Equity Investors will be the holders in the
aggregate of 100% of the issued and outstanding Capital Stock (other than the
Preferred Stock and the Warrants) of Holdco;

WHEREAS, in connection with the Transaction, and pursuant to the
Transaction Documents, the following capital-raising transactions will be
consummated prior to or contemporaneously with the consummation of the Merger
and the making of the initial Credit

Extensions hereunder: Merger Sub, and by virtue of the consummation of the
Merger, Holdco shall receive (i) a common equity contribution (the "COMMON
EQUITY CONTRIBUTION") of not less than $92,100,000 from the Equity Investors,
of which not less than $70,600,000 will consist of shares of the common stock
of Merger Sub purchased for cash or in exchange for shares of common stock of
Holdco purchased for cash by the DLJMB Entities and converted pursuant to the
Merger into the common stock of Holdco, and not less than $21,500,000 will be
provided by members of the Company's management by the retention of existing
Shares of Holdco's Capital Stock valued at the Merger consideration value per
share, and (ii) a preferred equity contribution (the "PREFERRED EQUITY
CONTRIBUTION") of not less than $40,000,000 consisting of shares of the
preferred stock of Merger Sub and warrants to purchase common stock of Merger
Sub purchased for cash by the DLJMB Entities and/or other investors, and
converted pursuant to the Merger into shares of the preferred stock of Holdco
and warrants to purchase common stock of Holdco;

WHEREAS, on the Closing Date, after giving effect to the Common Equity
Contribution, the Preferred Equity Contribution, the Senior Subordinated
Notes or the Senior Subordinated Bridge Notes, the Loans made on the Closing
Date and the Intercompany Loan, Holdco shall have sufficient cash on hand in
the amount required to consummate the Transaction;

WHEREAS, in connection with the Transaction and prior to or
contemporaneously with the consummation of the Merger and the making of the
initial Credit Extensions hereunder, Holdco will issue for cash, $140,000,000 in
aggregate principal amount of its Senior Subordinated Notes and warrants to
purchase common stock of Holdco in a public offering or a Rule 144A private
placement, or in lieu thereof, $140,000,000 in aggregate principal amount of its
Senior Subordinated Bridge Notes;

WHEREAS, in connection with the Transaction and the ongoing working capital
and general corporate needs of the Company and its Subsidiaries, including
permitted acquisitions hereunder, the Company desires to obtain the following
financing facilities from the Lenders:

(a) a Term-A Loan Commitment pursuant to which Borrowings of Term-A
Loans will be made to the Company on the Closing Date, in an aggregate
maximum, original principal amount not to exceed $65,000,000;

(b) a Term-B Loan Commitment pursuant to which Borrowings of Term-B
Loans will be made to the Company on the Closing Date, in an aggregate
maximum, original principal amount not to exceed $155,000,000;

(c) a Revolving Loan Commitment (to include availability for
Revolving Loans, Swing Line Loans and Letters of Credit) pursuant to
which Borrowings of Revolving Loans will be made to the Company from time
to time on and subsequent to the Closing Date but prior to the Revolving
Loan Commitment Termination Date and in a maximum aggregate principal
amount (together with (x) the Letter of Credit Outstandings, and (y) all
Swing Line Loans) not to exceed, subject to the terms and provisions
hereof, the then existing Revolving Loan Commitment Amount; PROVIDED,
HOWEVER, that not more than $6,500,000 of the proceeds from Revolving Loans
may be

used for purposes of consummating the Transaction, including the
payment of Expense Payments;

(d) a Letter of Credit Commitment pursuant to which the Issuers will
issue Letters of Credit for the account of the Company and its Subsidiaries
from time to time on and subsequent to the Closing Date but prior to the
Revolving Loan Commitment Termination Date in a maximum aggregate Stated
Amount at any one time outstanding not to exceed $15,000,000; and

(e) a Swing Line Loan Commitment pursuant to which Borrowings of
Swing Line Loans in an aggregate outstanding principal amount not to exceed
$10,000,000 will be made to the Company on and subsequent to the Closing
Date but prior to the Revolving Loan Commitment Termination Date;

WHEREAS, on the Closing Date, contemporaneously with the consummation of
the Merger, the Common Equity Contribution, the Preferred Equity Contribution,
the issuance of the Senior Subordinated Bridge Notes or the Senior Subordinated
Notes, as the case may be, and the initial Borrowing of Term Loans and Revolving
Loans hereunder, the Company shall make an intercompany loan (the "INTERCOMPANY
LOAN") and/or declare a dividend (the "CLOSING DATE DIVIDEND"), the aggregate
amount of such Intercompany Loan and Closing Date Dividend to be in an amount
equal to all of the net proceeds of the initial Borrowing of Term Loans and
Revolving Loans (other than any such proceeds used by the Company to pay fees
and expenses related to the Transaction) for purposes of consummating the
Merger, which Intercompany Loan, if any, shall be evidenced by a promissory note
issued by Holdco to the Company (the "INTERCOMPANY NOTE");

WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including ARTICLE V), to extend the
Commitments and make the Loans described herein to the Company and issue (or
participate in) Letters of Credit for the account of the Company and its
Subsidiaries;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

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 meanings to be equally applicable to the singular and plural forms
thereof):

"ACQUIRED CONTROLLED PERSON" means any Person (i) in which Holdco, the
Company or any of its Restricted Subsidiaries has made an Investment permitted
under SUBCLAUSE (y) of CLAUSE (m) of SECTION 7.2.5 and (ii) as to which Holdco,
the Company or such Restricted Subsidiary exercises control. For purposes
hereof, "control" means the power to appoint a majority of the board of
directors (or other equivalent governing body) of such Person or to

otherwise direct or cause the direction of the management or policies of such
Person, whether by contractual arrangement or otherwise.

"ADMINISTRATIVE AGENT" is defined in the PREAMBLE and includes each other
Person as shall have subsequently been appointed as the successor Administrative
Agent pursuant to SECTION 9.4.

"ADMINISTRATIVE AGENT FEE LETTER" means the confidential fee letter between
the Company and the Administrative Agent.

"ADMINISTRATIVE SERVICES AGREEMENT" means that certain Administrative
Services Agreement between Holdco and the Company pursuant to which the benefits
and burdens of certain contracts of Holdco are provided to and undertaken by the
Company, as in effect on the date of execution of this Agreement and as such
agreement may be amended from time to time thereafter to the extent permitted
under Section 7.2.10.

"AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power
(i) to vote 10% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managing general
partners, or (ii) to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.

"AGENTS" is defined in the PREAMBLE.

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

"ALTERNATE BASE RATE" means, for any day and with respect to all Base Rate
Loans, the higher of: (a) 0.50% per annum above the latest Federal Funds Rate;
and (b) the rate of interest in effect for such day as most recently publicly
announced or established by the Administrative Agent in Minneapolis, Minnesota
as its reference rate for U.S. Dollar obligations. The reference rate is a rate
set by the Administrative Agent based upon various factors including the
Administrative Agent's costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above or below such announced rate. Any change in the
reference rate established or announced by the Administrative Agent shall take
effect at the opening of business on the day of such establishment or
announcement.

"ANNUALIZED" means (i) with respect to the end of the first Fiscal Quarter
of the Company ending after the Closing Date, the applicable amount for such
Fiscal Quarter multiplied by four, (ii) with respect to the second Fiscal
Quarter of the Company ending after the Closing Date, the applicable amount for
such Fiscal Quarter and the immediately preceding Fiscal Quarter multiplied by
two, and (iii) with respect to the third Fiscal Quarter of the Company ending
after the Closing Date, the applicable amount for such Fiscal Quarter and the
immediately preceding two Fiscal Quarters multiplied by one and one-third.

"APPLICABLE COMMITMENT FEE" means, (i) for each day from the Closing Date
through (but excluding) the date upon which the Compliance Certificate for the
second full Fiscal Quarter ending after the Closing Date is delivered or
required to be delivered by the Company to the Administrative Agent pursuant to
CLAUSE (c) of SECTION 7.1.1, a fee which shall accrue at a rate of 1/2 of 1% per
annum, and (ii) for each day thereafter, a fee which shall accrue at the
applicable rate per annum set forth below under the column entitled "Applicable
Commitment Fee", determined by reference to the applicable Leverage Ratio
referred to below:

Applicable
Leverage Ratio Commitment Fee
--------------------------- ------------------

greater than 3.5:1 0.500%

less than or equal to 3.5:1 0.375%

The Leverage Ratio used to compute the Applicable Commitment Fee for any date
referred to in CLAUSE (ii) above shall be the Leverage Ratio set forth in the
Compliance Certificate most recently delivered by the Company to the
Administrative Agent on or prior to such day pursuant to CLAUSE (c) of SECTION
7.1.1. Changes in the Applicable Commitment Fee resulting from a change in the
Leverage Ratio shall become effective (as of the first day following the Fiscal
Quarter in respect of which such Compliance Certificate was required to be
delivered) upon delivery by the Company to the Administrative Agent of a new
Compliance Certificate pursuant to CLAUSE (c) of SECTION 7.1.1. In the event
such Compliance Certificate indicates a Leverage Ratio that would result in an
Applicable Commitment Fee which is greater or lesser than the Applicable
Commitment Fee theretofore in effect, then (A) such greater or lesser Applicable
Commitment Fee shall be deemed to have been in effect for all purposes of this
Agreement from the first day following the Fiscal Quarter in respect of which
such Compliance Certificate was required to be delivered by the Company to the
Administrative Agent pursuant to CLAUSE (c) of SECTION 7.1.1 and (B) if the
Company shall have theretofore made any payment of commitment fees in respect of
the period from the first day following the Fiscal Quarter in respect of which
such Compliance Certificate was required to be delivered by the Company to the
Administrative Agent pursuant to CLAUSE (c) of SECTION 7.1.1, then, on the next
Quarterly Payment Date, either (x) if the new Applicable Commitment Fee is
greater than the Applicable Commitment Fee theretofore in effect, the Company
shall pay, as a supplemental payment of commitment fees, an amount which equals
the difference between the amount of commitment fees that would otherwise have
been paid based on such new Leverage Ratio and the amount of such commitment
fees actually so paid, or (y) if the new Applicable Commitment Fee is less than
the Applicable Commitment Fee theretofore in effect, an amount shall be deducted
from the interest on Revolving Loans and commitment fees and Letter of Credit
fees under the first sentence of SECTION 3.3.3 then otherwise payable in an
amount which equals the difference between the amount of commitment fees so paid
and the amount of commitment fees that would otherwise have been paid based on
such new Leverage Ratio (or, if no such payment is owed by the Company to the
Revolving Lenders on such next Quarterly Payment Date, or if such amount owed by
the Company is less than such difference, the Revolving Lenders shall pay to the
Company on such next Quarterly Payment Date the amount of such difference less
the amount, if any, owed by the Company to such Lenders on such Quarterly
Payment Date); PROVIDED that, if the Company shall fail to deliver a Compliance
Certificate within the number of days required

pursuant to CLAUSE (c) of SECTION 7.1.1 (without giving effect to any grace
period), the Applicable Commitment Fee from and including the first day after
the date on which such Compliance Certificate was required to be delivered to
but not including the date the Company delivers to the Administrative Agent
an appropriately completed Compliance Certificate shall conclusively equal
the highest Applicable Commitment Fee set forth above.

"APPLICABLE MARGIN" means at all times during the applicable periods set
forth below,

(a) from the Closing Date through (but excluding) the date upon which
the Compliance Certificate for the second full Fiscal Quarter ending after
the Closing Date is delivered by the Company to the Administrative Agent
pursuant to CLAUSE (c) of SECTION 7.1.1, with respect to the unpaid
principal amount of each (i) Swing Line Loan (which shall be borrowed and
maintained only as a Base Rate Loan) and each Revolving Loan and Term-A
Loan maintained as a Base Rate Loan, 1.75% per annum and (ii) Revolving
Loan and Term-A Loan maintained as a LIBOR Loan, 3.00% per annum; and

(b) at all times after the date of such delivery of the Compliance
Certificate described in CLAUSE (a) above, with respect to the unpaid
principal amount of each Swing Line Loan (which shall be borrowed and
maintained only as a Base Rate Loan) and each Revolving Loan and Term-A
Loan, by reference to the applicable Leverage Ratio and at the applicable
percentage per annum set forth below under the column entitled "Applicable
Margin for Base Rate Loans", in the case of Base Rate Loans, or by
reference to the applicable Leverage Ratio and at the applicable percentage
per annum set forth below under the column entitled "Applicable Margin for
LIBOR Loans", in the case of LIBOR Loans:

APPLICABLE MARGIN FOR REVOLVING LOANS, SWING LINE LOANS AND TERM-A LOANS

Applicable Applicable
Margin For Base Margin For LIBOR
Leverage Ratio Rate Loans Loans
------------------------ --------------- ----------------

greater than 4.5:1 1.75% 3.00%

greater than 4.0:1 and 1.50% 2.75%
less than or equal to
4.5:1

greater than 3.5:1 and 1.25% 2.50%
less than or equal to
4.0:1

greater than 3.0:1 and 1.00% 2.25%
less than or equal to
3.5:1

less than or equal to 0.75% 2.00%
3.0:1

(c) at all times with respect to the unpaid principal amount of each (i)
Term-B Loan maintained as a Base Rate Loan, 2.50% per annum, and (ii) Term-B
Loan maintained as a LIBOR Loan, 3.75% per annum.

The Leverage Ratio used to compute the Applicable Margin for Swing Line Loans,
Revolving Loans and Term-A Loans for any day referred to in CLAUSE (b) above
shall be the Leverage Ratio set forth in the Compliance Certificate most
recently delivered by the Company to the Administrative Agent on or prior to
such day pursuant to CLAUSE (c) of SECTION 7.1.1. Changes in the Applicable
Margin for Swing Line Loans, Revolving Loans and Term-A Loans resulting from a
change in the Leverage Ratio shall become effective (as of the first day
following the Fiscal Quarter in respect of which such Compliance Certificate was
required to be delivered) upon delivery by the Company to the Administrative
Agent of a new Compliance Certificate pursuant to CLAUSE (c) of SECTION 7.1.1.
In the event such Compliance Certificate indicates a Leverage Ratio that would
result in an Applicable Margin which is greater or lesser than the Applicable
Margin theretofore in effect, then (A) such greater or lesser Applicable Margin
shall be deemed to be in effect for all purposes of this Agreement from the
first day following the Fiscal Quarter in respect of which such Compliance
Certificate was required to be delivered by the Company to the Administrative
Agent pursuant to CLAUSE (c) of SECTION 7.1.1 and (B) if the Company shall have
theretofore made any payment of interest in respect of Swing Line Loans,
Revolving Loans or Term-A Loans, or of Letter of Credit fees pursuant to the
first sentence of SECTION 3.3.3, in any such case in respect of the period from
the first day following the Fiscal Quarter in respect of which such Compliance
Certificate was required to be delivered to the actual date of delivery of such
Compliance Certificate, then, on the next Quarterly Payment Date, either (x) if
the new Applicable Margin is greater than the Applicable Margin theretofore in
effect, the Company shall pay as a supplemental payment of interest and/or
Letter of Credit fees, an amount which equals the difference between the amount
of interest and Letter of Credit fees that would otherwise have been paid based
on such new Leverage Ratio and the amount of such interest and Letter of Credit
fees actually so paid, or (y) if the new Applicable Margin is less than the
Applicable Margin theretofore in effect, an amount shall be deducted from the
interest on Revolving Loans, commitment fees and Letter of Credit fees (in the
case of differences in respect of interest on Revolving Loans and Letter of
Credit fees) or from the interest on Term-A Loans (in the case of differences in
respect of interest on Term-A Loans) thereafter payable by the Company in an
amount which equals the difference between the amount of interest and Letter of
Credit fees so paid and the amount of interest and Letter of Credit fees that
would otherwise have been paid based on such new Leverage Ratio (or, if no
payment by the Company to the Revolving Lenders or Term-A Lenders, as the case
may be, will thereafter accrue hereunder, or if the amount that so accrues is
less than such difference, the Revolving Lenders or Term-A Lenders, as the case
may be, will promptly pay to the Company an amount equal to such difference less
the amount, if any, of such accrued and unpaid payments); PROVIDED, that if the
Company shall fail to deliver a Compliance Certificate within the number of days
required pursuant to CLAUSE (c) of SECTION 7.1.1 (without giving effect to any
grace period), the Applicable Margin for all Revolving Loans, Term-A Loans and
Letters of Credit from and including the first day after the date on which such
Compliance Certificate was required to be delivered to but not including the
date the Company delivers to the Administrative Agent a Compliance Certificate
shall conclusively equal the highest Applicable Margin for the relevant type of
Loan set forth in CLAUSE (b) above.

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

"ARRANGER" means DLJ.

"ASSET CONTRIBUTION" is defined in the SECOND RECITAL.

"ASSIGNEE LENDER" is defined in SECTION 11.11.1.

"ASSIGNOR LENDER" is defined in SECTION 11.11.1.

"ASSUMED INDEBTEDNESS" means Indebtedness of a Person which (i) is in
existence at the time such Person becomes a Restricted Subsidiary of Holdco or
the Company or (ii) is assumed in connection with an Investment in or
acquisition of such Person, and has not been incurred or created by such Person
in connection with, or in anticipation or contemplation of, such Person becoming
a Restricted Subsidiary of Holdco or the Company.

"AUTHORIZED OFFICER" means, relative to any Obligor, the president, chief
executive officer, treasurer, assistant treasurer, controller or chief financial
officer whose signatures and incumbency shall have been certified to the
Administrative Agent and the Lenders pursuant to SECTION 5.1.1.

"BASE FINANCIAL STATEMENTS" is defined in clause (a) of SECTION 5.1.9.

"BASE RATE LOAN" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

"BORROWING" means, as the context may require, Loans of the same type and
Tranche (and, in the case of LIBOR Loans, having the same Interest Period) made
by the relevant Lenders on the same Business Day and pursuant to the same
Borrowing Request in accordance with SECTION 2.1.

"BORROWING REQUEST" means a loan request and certificate duly executed by
an Authorized Officer of the Company, substantially in the form of EXHIBIT B-1
hereto.

"BRIDGE WARRANTS" means the warrants to purchase common stock of Holdco
that may be issued pursuant to the Senior Subordinated Bridge Note Agreement.

"BUSINESS DAY" means any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed in New York
City and, with respect to Borrowings of, Interest Periods with respect to,
payments of principal and interest in respect of, and conversions of Base Rate
Loans into, LIBOR Loans, on which dealings are carried on in the London
interbank market.

"CAPITAL EXPENDITURES" means for any period, the sum, without duplication,
of (i) the aggregate amount of all expenditures of Holdco and its Restricted
Subsidiaries for fixed or capital assets made during such period which, in
accordance with GAAP, would be classified as capital expenditures, and (ii) to
the extent not included in CLAUSE (i) above, the aggregate amount of the
principal component of all Capitalized Lease Liabilities incurred during such
period by Holdco and its Restricted Subsidiaries; PROVIDED that Capital
Expenditures shall not include (i) any such expenditures or any such principal
component funded with (x) any Casualty

Proceeds, as permitted under CLAUSE (e) of SECTION 3.1.1, or (y) any Net
Disposition Proceeds of any asset sale permitted under CLAUSE (c) of SECTION
7.2.9 or any asset sale of obsolete or worn out equipment permitted under
SUBCLAUSE (a)(i) of SECTION 7.2.9 or (ii) any Investment made under SECTION
7.2.5 (other than pursuant to CLAUSE (d) thereof).

"CAPITAL STOCK" means, with respect to any Person, (i) any and all shares,
interests, participations, rights or other equivalents of or interests in
(however designated) corporate or capital stock, including, without limitation,
shares of preferred or preference stock of such Person, (ii) all partnership
interests (whether general or limited) in such Person, (iii) all membership
interests or limited liability company interests in such Person, and (iv) all
other equity or ownership interests in such Person of any other type.

"CAPITALIZED LEASE LIABILITIES" means, without duplication, all monetary
obligations of Holdco or any of its Restricted Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, would be classified as
capitalized leases, and, for purposes of this Agreement and each other Loan
Document, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP, and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.

"CASH EQUIVALENT INVESTMENT" means, at any time:

(a) any evidence of Indebtedness, maturing not more than one year
after such time, issued directly by the United States of America or any
agency thereof or guaranteed by the United States of America or any agency
thereof;

(b) commercial paper, maturing not more than nine months from the
date of issue, which is (i) rated at least A-l by S&P or P-l by Xxxxx'x, or
(ii) issued by any Lender (or its holding company);

(c) any time deposit, certificate of deposit or bankers acceptance,
maturing not more than one year after such time, maintained with or issued
by either (i) a commercial banking institution (including U.S. branches of
foreign banking institutions) that is a member of the Federal Reserve
System and has a combined capital and surplus and undivided profits of not
less than $500,000,000, or (ii) any Lender;

(d) short-term tax-exempt securities rated not lower than MIG-1/1+ by
either Xxxxx'x or S&P with provisions for liquidity or maturity
accommodations of 183 days or less;

(e) repurchase agreements which (i) are entered into with any entity
referred to in CLAUSE (b) or (c) above or any other financial institution
whose unsecured long-term debt (or the unsecured long-term debt of whose
holding company) is rated at least A- or better by S&P or Baa1 or better by
Xxxxx'x and maturing not more than one year after such time and (ii) are
secured by a fully perfected security interest in securities of the type
referred to in CLAUSE (a) above which have a market value at the time such
repurchase agreement is entered into of not less than 100% of the
repurchase obligation

of such counterparty entity with whom such repurchase agreement has been
entered into; or

(f) any money market or similar fund not less than 95% of the assets
of which are comprised of any of the items specified in CLAUSES (a) through
(e) above and as to which withdrawals are permitted at least every 90 days;
or

(g) in the case of any Restricted Subsidiary of Holdco organized or
having its principal place of business outside the United States,
investments denominated in the currency of the jurisdiction in which such
Subsidiary is organized or has its principal place of business which are
similar to the items specified in CLAUSES (a) through (f) above.

"CASUALTY EVENT" means the damage, destruction or condemnation, as the case
may be, of property of Holdco or any of its Restricted Subsidiaries.

"CASUALTY PROCEEDS" means, with respect to any Casualty Event, the amount
of any insurance proceeds or condemnation awards received by Holdco or any of
its Restricted Subsidiaries in connection therewith, but excluding any proceeds
or awards required to be paid to a creditor (other than the Lenders) which holds
a Lien on the property which is the subject of such Casualty Event which Lien
(x) is permitted by SECTION 7.2.3 and (y) has priority over the Liens securing
the Obligations.

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

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

"CERTIFICATE OF MERGER" means the Certificate of Merger relating to the
Merger of Holdco and Merger Sub, as filed with the Secretary of State of
Minnesota on the Closing Date.

"CHANGE IN CONTROL" means (i) the failure of Holdco at any time to own,
directly or indirectly, free and clear of all Liens and encumbrances (other than
Liens of the types permitted to exist under CLAUSES (b), (d) and (g) of SECTION
7.2.3), all right, title and interest in 100% of the Voting Stock of the
Company; (ii) the failure of the Equity Investors and their Affiliates and
officers, directors, employees and Independent Contractors of Holdco and its
Restricted Subsidiaries to own at least 51% (on a fully diluted basis) of the
economic and voting interests in the Voting Stock of Holdco; (iii) the failure
of the Equity Investors and their Affiliates and officers, directors, employees
and Independent Contractors of Holdco and its Restricted Subsidiaries at any
time to have the right to designate or nominate at least 51% of the Board of
Directors of Holdco; (iv) the occurrence of a "change of control" as defined in
the Senior Subordinated Bridge Note Agreement or the Senior Subordinated Note
Indenture; or (v) the failure of the DLJMB Entities and their Affiliates to
continue to own at least 50% of the economic and voting interests in the Voting
Stock of Holdco owned by the DLJMB Entities and their Affiliates on the Closing
Date.

"CLOSING DATE" means the date of the initial Credit Extension, not to be
later than December 31, 1999.

"CLOSING DATE CERTIFICATE" means a certificate of an Authorized Officer of
the Company substantially in the form of EXHIBIT D hereto, delivered pursuant to
SECTION 5.1.4.

"CLOSING DATE DIVIDEND" is defined in the EIGHTH RECITAL.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITMENT" means, as the context may require, a Lender's Term-A Loan
Commitment, Term-B Loan Commitment, Revolving Loan Commitment, Letter of Credit
Commitment or the Swing Line Lender's Swing Line Loan Commitment.

"COMMITMENT AMOUNT" means, as the context may require, the Term-A Loan
Commitment Amount, the Term-B Loan Commitment Amount, the Revolving Loan
Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan
Commitment Amount.

"COMMITMENT LETTER" means the commitment letter, dated July 14, 1999, among
the DLJMB Entities, the Arranger, the Syndication Agent and DLJ Bridge Finance,
Inc., including all annexes and exhibits thereto.

"COMMITMENT TERMINATION DATE" means, as the context may require, the
Revolving Loan Commitment Termination Date or the Term Loan Commitment
Termination Date.

"COMMITMENT TERMINATION EVENT" means (i) the occurrence of any Event of
Default described in CLAUSES (b) through (d) of SECTION 8.1.9 with respect to
any Obligor (other than Immaterial Subsidiaries), or (ii) the occurrence and
continuance of any other Event of Default and either (x) the declaration of the
Loans or other Obligations to be due and payable pursuant to SECTION 8.3, or (y)
in the absence of such declaration, the giving of notice by the Administrative
Agent, acting at the direction of the Required Lenders, to the Company that the
Commitments have been terminated.

"COMMON EQUITY CONTRIBUTION" is defined in the fourth recital.

"COMPANY" is defined in the PREAMBLE.

"COMPANY PLEDGE AGREEMENT" means the Pledge Agreement executed and
delivered by an Authorized Officer of the Company pursuant to CLAUSE (a) of
SECTION 5.1.7, substantially in the form of EXHIBIT G-1 hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

"COMPLIANCE CERTIFICATE" means a certificate duly completed and executed by
an Authorized Officer of the Company, substantially in the form of EXHIBIT E
hereto.

"CONTINGENT LIABILITY" 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 indebtedness,
obligation or any 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 any Person's
obligation under any Contingent Liability shall (subject to any limitation
set forth therein) be deemed to be the outstanding principal amount of the
debt, obligation or other liability guaranteed thereby.

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

"CONTROLLED GROUP" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with Holdco, are treated as a
single employer under SECTION 414(b) OR 414(c) of the Code or Section 4001 of
ERISA, or, for purposes of SECTION 412 of the Code, Section 414(m) or Section
414(o) of the Code.

"CREDIT EXTENSION" means, as the context may require, (i) the making of a
Loan by a Lender, or (ii) the issuance of any Letter of Credit, or the extension
of any Stated Expiry Date of any previously issued Letter of Credit, by an
Issuer.

"CREDIT EXTENSION REQUEST" means, as the context may require, any Borrowing
Request or Issuance Request.

"CURRENT ASSETS" means, on any date, without duplication, all assets which,
in accordance with GAAP, would be included as current assets on a consolidated
balance sheet of Holdco and its Restricted Subsidiaries at such date as current
assets (excluding, however, amounts due and to become due from Affiliates of
Holdco which have arisen from transactions which are other than arm's-length and
in the ordinary course of its business).

"CURRENT LIABILITIES" means, on any date, without duplication, all amounts
which, in accordance with GAAP, would be included as current liabilities on a
consolidated balance sheet of Holdco and its Restricted Subsidiaries at such
date, excluding current maturities of Indebtedness.

"DEBT" means, without duplication, the outstanding principal amount of all
Indebtedness of Holdco and its Restricted Subsidiaries that (i) is of the type
referred to in CLAUSE (a), (b) (other than undrawn trade letters of credit and
undrawn letters of credit in respect of workers' compensation, insurance,
performance and surety bonds and similar obligations, in each case incurred in
the ordinary course of business) or (c) of the definition of "Indebtedness" and
(ii) any Contingent Liability in respect of any of the foregoing types of
Indebtedness.

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

"DISBURSEMENT" is defined in SECTION 2.6.2.

"DISBURSEMENT DATE" is defined in SECTION 2.6.2.

"DISBURSEMENT DUE DATE" is defined in SECTION 2.6.2.

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

"DLJ" is defined in the PREAMBLE.

"DLJMB ENTITIES" is defined in the second recital.

"DLJMB FEE LETTER" means the confidential fee letter, dated as of July 14,
1999, among the DLJMB Entities, the Arranger, the Syndication Agent and DLJ
Bridge Finance, Inc.

"DOCUMENTATION AGENT" means Xxxxx Fargo Bank, N.A., in its capacity as
documentation agent under this Agreement.

"EBITDA" means, for any applicable period, subject to CLAUSE (B) of SECTION
1.4, the sum (without duplication) for Holdco and its Restricted Subsidiaries on
a consolidated basis of

(a) Net Income,

PLUS

(b) the amount deducted in determining Net Income representing
(i) net periodic post-retirement benefits paid in cash and (ii) non-cash
charges or expenses, including depreciation and amortization (excluding any
non-cash charges representing an accrual of or reserve for cash charges to
be paid within the next twelve months and any non-cash charges representing
reversals of items increasing Net Income in any prior period),

PLUS

(d) the amount deducted in determining Net Income representing (i)
Interest Expense, (ii) the payment of management bonuses and the purchase
of stock options on or prior to April 30, 2000 in connection with the
Transaction, and (iii) other fees, expenses and financing costs incurred in
connection with the Transaction,

PLUS

(e) the amount deducted in determining Net Income representing any
net loss realized in connection with any sale, lease, conveyance or other
disposition of any asset (other than in the ordinary course of business or
from Holdco or any of its Restricted Subsidiaries to Holdco or any of its
Restricted Subsidiaries) or any extraordinary or non-recurring loss,

MINUS

(f) the amount included in determining Net Income representing any
net gain realized in connection with any sale, lease, conveyance or other
disposition of any asset (other than in the ordinary course of business or
from Holdco or any of its Restricted Subsidiaries to Holdco or any of its
Restricted Subsidiaries) or any extraordinary gain.

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

"EQUITY INVESTORS" is defined in the second recital.

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

"EVENT OF DEFAULT" is defined in SECTION 8.1.

"EXCESS CASH FLOW" means, for any applicable period, the excess (if any),
of

(a) EBITDA for such applicable period;

OVER

(b) the sum, without duplication (for such applicable period) of

(i) the cash portion of Interest Expense (net of interest
income) for such applicable period;

PLUS

(ii) scheduled payments, to the extent actually made, of the
principal amount of the Term Loans and scheduled payments and optional and
mandatory prepayments of the principal of any other funded Debt (including
Capitalized Lease Liabilities) and mandatory prepayments of the principal
amount of Revolving Loans pursuant to CLAUSE (f) of SECTION 3.1.1 in
connection with a reduction of any Revolving Loan Commitment Amount, in
each case to the extent actually made and for such applicable period;

PLUS

(iii) all federal, state and foreign income taxes actually paid
in cash by Holdco and its Restricted Subsidiaries for such applicable
period;

PLUS

(iv) Capital Expenditures actually made during such applicable
period pursuant to CLAUSE (a) of SECTION 7.2.7 (excluding Capital
Expenditures constituting Capitalized Lease Liabilities and by way of the
incurrence of Indebtedness permitted

pursuant to CLAUSE (c) of SECTION 7.2.2 to a vendor of any assets
permitted to be acquired pursuant to SECTION 7.2.7 to finance the
acquisition of such assets);

PLUS

(v) the amount of the net increase (if any) of Current Assets,
other than cash and Cash Equivalent Investments, over Current Liabilities
of Holdco and its Restricted Subsidiaries for such applicable period;

PLUS

(vi) Investments permitted and actually made, in cash, pursuant
to clauses (d), (m) and (n) of SECTION 7.2.5 during such applicable period
(excluding Investments financed with the proceeds of the issuance of any
Capital Stock or Indebtedness other than Revolving Loans);

PLUS

(vii) amounts paid in cash in respect of periodic
post-retirement benefits (whether or not previously accrued).

"EXCLUDED EQUITY PROCEEDS" means any proceeds received by Holdco or the
Company from the sale or issuance by such Person of its Capital Stock or any
warrants or options in respect of any such Capital Stock or the exercise of any
such warrants or options, in each case pursuant to any such sale, issuance or
exercise constituting or resulting from (i) capital contributions to, or Capital
Stock issuances by, Holdco or the Company, including without limitation, the
issuance of the Preferred Stock and any such issuance as payment of accrued
dividends on the Preferred Stock (exclusive of any such contribution or issuance
resulting from a Public Offering or a widely distributed private offering
exempted from the registration requirements of Section 5 of the Securities Act
of 1933, as amended, other than any such issuances the proceeds of which are
required to be and are applied to refinance the Senior Subordinated Bridge Notes
then outstanding in accordance with their terms), (ii) any subscription
agreement, employment agreement, incentive plan or similar arrangement with any
officer, employee, director or Independent Contractor of Holdco or any of its
Subsidiaries, (iii) any loan made by Holdco or any of its Subsidiaries pursuant
to CLAUSE (g) of SECTION 7.2.5, (iv) the sale of any Capital Stock of Holdco to
any officer, director, employee or Independent Contractor described in clause
(ii) above, (v) the Common Equity Contribution or the Preferred Equity
Contribution, (vi) the exercise of the Warrants, the Bridge Warrants or any
options or warrants issued to any officer, employee, director or Independent
Contractor described in clause (ii) above, (vii) the issuance of preferred stock
referred to in clause (iii) of the definition of Preferred Stock in exchange for
preferred stock referred to in clause (ii) of the definition of Preferred Stock.

"EXISTING DEBT" means indebtedness under (i) the Credit Agreement dated as
of November 25, 1996 among U.S. Bank National Association, as Agent and as a
Bank, Norwest Bank Minnesota, National Association, and Holdco, as amended,
other than any Existing Letters of Credit, (ii) the Note Purchase Agreement,
dated as of October 25, 1996 among Holdco, Massachusetts Mutual Life Insurance
Company and CM Life Insurance Company, (iii) the Loan

Agreement, dated as of July 1, 1990 between May Printing Company and
Minnesota Agricultural and Economic Development Board, amended as of December
31, 1993, as amended, (iv) the Bond Purchase Agreement dated as of June 26,
1998 between Xxxxxxxxx Summit Securities LLC and Xxxxx Xxxxxxx Inc., and (v)
the Guaranty of Loan Obligations of May Printing Company by Holdco in favor
of Minnesota Agricultural and Economic Development Board, dated as of
December 31, 1993.

"EXISTING LETTERS OF CREDIT" means those letters of credit which (i) are
outstanding on the Closing Date, (ii) have been disclosed on ITEM 7.2.2(a)
("Ongoing Indebtedness") of the Disclosure Schedule and (iii) have been issued
by a Lender or one of its affiliates.

"EXPENSE PAYMENT" is defined in SECTION 7.1.9.

"FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate per
annum equal for each day during such period 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 the Administrative Agent from three federal funds brokers of
recognized standing selected by it.

"FEE LETTER" means, as the context may require, the DLJMB Fee Letter or the
Administrative Agent Fee Letter.

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

"FISCAL YEAR" means any twelve month period ending on January 31 of any
calendar year.

"FIXED CHARGE COVERAGE RATIO" means, at the end of any Fiscal Quarter,
subject to CLAUSE (b) of SECTION 1.4, the ratio computed for the period
consisting of such Fiscal Quarter and each of the three immediately prior Fiscal
Quarters of

(a) EBITDA for all such Fiscal Quarters

(b) the sum (without duplication) of

(i) Capital Expenditures actually made during all such Fiscal
Quarters pursuant to CLAUSE (a) of SECTION 7.2.7 (excluding Capital
Expenditures constituting Capitalized Lease Liabilities and by way of the
incurrence of Indebtedness permitted

pursuant to CLAUSE (c) of SECTION 7.2.2 to a vendor of any assets permitted
to be acquired pursuant to SECTION 7.2.7 to finance the acquisition of such
assets);

PLUS

(ii) the cash portion of Interest Expense (net of interest
income) for all such Fiscal Quarters, provided that for the first three
Fiscal Quarters ending after the Closing Date, Interest Expense shall be
determined on an Annualized basis;

PLUS

(iii) all scheduled payments of principal of the Term Loans and
other funded Debt (including the principal portion of any Capitalized Lease
Liabilities) of Holdco and its Restricted Subsidiaries during all such
Fiscal Quarters, provided that for the first three Fiscal Quarters ending
after the Closing Date, such payments shall be determined on an Annualized
basis;

PLUS

(iv) cash income taxes actually paid or payable by Holdco and
its Restricted Subsidiaries for all such Fiscal Quarters.

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

"GAAP" is defined in SECTION 1.4.

"HAZARDOUS MATERIAL" means

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

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

(d) any pollutant or contaminant or hazardous, dangerous or toxic
chemical, material or substance within the meaning of any other applicable
Environmental Laws.

"HEDGING OBLIGATIONS" means, with respect to any Person, all liabilities of
such Person under interest rate or currency swap agreements, interest or
exchange rate cap agreements and interest or exchange rate collar agreements,
and all other agreements or arrangements designed to protect such Person against
fluctuations in interest rates, currency exchange rates or commodity prices.

"HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document,

as the case may be, as a whole and not to any particular Section, paragraph
or provision of this Agreement or such other Loan Document.

"HOLDCO" is defined in the preamble.

"HOLDCO PLEDGE AGREEMENT" means the Pledge Agreement executed and delivered
by an Authorized Officer of Holdco pursuant to CLAUSE (a) of SECTION 5.1.7,
substantially in the form of EXHIBIT I hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

"IMMATERIAL SUBSIDIARY" means each Subsidiary of Holdco that (a) accounted
for no more than 3% of the consolidated gross revenues of Holdco and its
Restricted Subsidiaries for the most recently completed Fiscal Quarter with
respect to which, pursuant to SECTION 7.1.1(a) or 7.1.1(b), financial statements
have been, or are required to have been, delivered by the Company on or before
the date as of which any such determination is made, as reflected in such
financial statements; and (b) has assets which represent no more than 3% of the
consolidated gross assets of Holdco and its Restricted Subsidiaries as of the
last day of the most recently completed Fiscal Quarter with respect to which,
pursuant to SECTION 7.1.1(a) or 7.1.1(b), financial statements have been, or are
required to have been, delivered by the Company on or before the date as of
which any such determination is made, as reflected in such financial statements.

"IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification
(i) which is of a "going concern" or similar nature, (ii) which relates to the
limited scope of examination of matters relevant to such financial statement
(except, in the case of matters relating to any acquired business or assets, in
respect of the period prior to the acquisition by such Obligor of such business
or assets), or (iii) which 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 the
Company to be in default of any of its obligations under SECTION 7.2.4.

"INCLUDING" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of EJUSDEM GENERIS
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

"INDEBTEDNESS" of any Person means, without duplication:

(a) all obligations of such Person for borrowed money or for the
deferred purchase price of property or services (exclusive of (i)
deferred purchase price arrangements in the nature of open or other
accounts payable owed to suppliers on normal terms in connection with
the purchase of goods and services in the ordinary course of business
and (ii) usual and customary compensation arrangements in the ordinary
course of business for officers, employees, directors and Independent
Contractors) and all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise, relative to the face
amount of all letters of credit, whether or not drawn, and banker's
acceptances issued for the account of such Person;

(d) net liabilities of such Person under all Hedging Obligations;

(e) whether or not so included as liabilities in accordance with
GAAP, all Indebtedness of the types referred to in CLAUSES (a) through
(d) above (excluding prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including Indebtedness
arising under conditional sales or other title retention agreements),
whether or not such Indebtedness shall have been assumed by such Person
or is limited in recourse; PROVIDED, HOWEVER, that, to the extent such
Indebtedness is limited in recourse to the assets securing such
Indebtedness, the amount of such Indebtedness shall be limited to the
fair market value of such assets; and

(f) all Contingent Liabilities of such Person in respect of any of
the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer (to the extent such Person
is liable for such Indebtedness).

"INDEMNIFIED LIABILITIES" is defined in SECTION 11.4.

"INDEMNIFIED PARTIES" is defined in SECTION 11.4.

"INDEPENDENT CONTRACTOR" means individuals or personal service corporations
that provide consulting or related services to the Company and its Subsidiaries
on a regular or continuing basis.

"INTERCOMPANY LOAN" is defined in the EIGHTH RECITAL.

"INTERCOMPANY NOTE" is defined in the EIGHTH RECITAL.

"INTEREST COVERAGE RATIO" means, at the end of any Fiscal Quarter, subject
to CLAUSE (b) of SECTION 1.4, the ratio computed for the period consisting of
such Fiscal Quarter and each of the three immediately prior Fiscal Quarters of:

(a) EBITDA (for all such Fiscal Quarters)

(b) the cash portion of Interest Expense (net of interest income)
(for all such Fiscal Quarters; PROVIDED that for the first three Fiscal
Quarters ending after the Closing Date, Interest Expense shall be
determined on an Annualized basis).

"INTEREST EXPENSE" means, for any period, the aggregate consolidated
interest expense of Holdco and its Restricted Subsidiaries for such period, as
determined in accordance with GAAP, including the portion of any payments made
in respect of Capitalized Lease Liabilities allocable to interest expense, but
excluding (to the extent included in interest expense) up-front fees and
expenses and the amortization of all deferred financing costs.

"INTEREST PERIOD" means, as to any LIBOR Loan, the period commencing on the
Borrowing date of such Loan or on the date on which the Loan is converted into
or continued as a LIBOR Loan, and ending on the date one, two, three, six or, if
available in the Administrative Agent's reasonable determination, nine or twelve
months thereafter as selected by the Company in its Borrowing Request or its
Conversion/Continuation Notice; PROVIDED HOWEVER that:

(i) if any Interest Period would otherwise end on a day that
is not a Business Day, that Interest Period shall be extended to the
following Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the preceding Business Day;

(ii) any Interest Period that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period;

(iii) no Interest Period for any Loan shall extend beyond the
Stated Maturity Date for such Loan;

(iv) no Interest Period applicable to a Term Loan or portion
thereof shall extend beyond any date upon which is due any scheduled
principal payment in respect of the Term Loans unless the aggregate
principal amount of Term Loans represented by Base Rate Loans, or by LIBOR
Loans having Interest Periods that will expire on or before such date,
equals or exceeds the amount of such principal payment; and

(v) there shall be no more than 20 Interest Periods in respect
of Loans in effect at any one time;

PROVIDED, that (i) with respect to each Borrowing of Term Loans consisting of
LIBOR Loans made on the Closing Date, Interest Period means the period
commencing on (and including) the Business Day on which such Borrowing is made
and ending on (but excluding) January 31, 2000 and (ii) with respect to each
Borrowing of Term-A Loans or Term-B Loans consisting of LIBOR Loans that are
made pursuant to CLAUSE (b) or (d) of SECTION 2.1.1, the initial Interest
Periods shall be the periods commencing on (and including) the Business Day on
which such Borrowing is made and, in proportion to the aggregate principal
amounts of Term-A Loans or Term-B Loans, as the case may be, outstanding
immediately prior to such Borrowing, ending on (but excluding) the last day of
each Interest Period outstanding with respect to Term-A Loans or Term-B Loans
consisting of LIBOR Loans, as the case may be, that are outstanding immediately
prior to such Borrowing.

"INVESTMENT" means, relative to any Person, (i) any loan or advance made by
such Person to any other Person (excluding commission, travel, relocation and
similar advances to officers, directors and employees (or individuals acting in
similar capacities) made in the ordinary course of business), or (ii) any
investment, contribution or similar transfer made by such Person for purposes of
acquiring or maintaining any ownership or similar interest in another Person or
a business of another Person (whether through the ownership or acquisition of
Capital Stock, revenues or profits or otherwise, including by way of merger,
consolidation or otherwise). The amount of any Investment shall be the original
principal or capital amount thereof less all returns of principal or equity
thereon (and without adjustment by reason of the financial condition of such
other Person) and shall, if made by the transfer or exchange of property other
than cash, be deemed to have been made in an original principal or capital
amount equal to the fair market value of such property at the time of such
transfer or exchange.

"INVESTORS AGREEMENT" means the Investors Agreement dated as of November
23, 1999 among Holdco, the Equity Investors, DLJ Investment Partners II, L.P.,
and the other holders of warrants and common stock of Holdco party thereto.

"ISSUANCE REQUEST" means a Letter of Credit request and certificate duly
executed by an Authorized Officer of the Company, substantially in the form of
EXHIBIT B-2 hereto.

"ISSUER" means (i) U.S. Bank National Association, in its capacity as
issuer of Letters of Credit, and (ii) any other Lender as may be designated by
the Company (and consented to by the Agents and such Lender, such consent by the
Agents not to be unreasonably withheld) in its capacity as issuer of Letters of
Credit.

"LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment Agreement
substantially in the form of EXHIBIT J hereto.

"LENDERS" is defined in the PREAMBLE.

"LETTER OF CREDIT" is defined in SECTION 2.1.3.

"LETTER OF CREDIT COMMITMENT" means, with respect to any Issuer, such
Issuer's obligation to issue Letters of Credit pursuant to SECTION 2.1.3 and,
with respect to each of the other Lenders that has a Revolving Loan Commitment,
the obligation of each such Lender to participate in such Letters of Credit
pursuant to SECTION 2.6.1.

"LETTER OF CREDIT COMMITMENT AMOUNT" means, on any date, a maximum amount
of $15,000,000, as such amount may be reduced from time to time pursuant to
SECTION 2.2.

"LETTER OF CREDIT OUTSTANDINGS" means, on any date, an amount equal to the
sum of

(a) the then aggregate amount which is undrawn and available under
all issued and outstanding Letters of Credit,

PLUS

(b) the then aggregate amount of all unpaid and outstanding
Reimbursement Obligations in respect of such Letters of Credit.

"LEVERAGE RATIO" means, at the end of any Fiscal Quarter, subject to
CLAUSE (b) of SECTION 1.4, the ratio of

(a) total Debt (less cash and Cash Equivalent Investments) of Holdco
and its Restricted Subsidiaries on a consolidated basis outstanding at such
time;

(b) EBITDA for the period of four consecutive Fiscal Quarters ended
on such date.

"LIBOR" means, relative to any Interest Period for LIBOR Loans, the
applicable London interbank offered rate for deposits in U.S. Dollars appearing
on Dow Xxxxx Markets (Telerate Page 3750) as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period; provided that, if Dow Xxxxx Markets
(Telerate Page 3750) is not available for any reason, LIBOR for the relevant
Interest Period shall instead be the applicable London interbank offered rate
for deposits in U.S. Dollars appearing on Reuters Screen FRBD as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period.

"LIBOR LOAN" means a Loan bearing interest, at all times during an Interest
Period applicable to such Loan, at a fixed rate of interest determined by
reference to LIBOR.

"LIBOR (RESERVE ADJUSTED)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBOR Loan for any Interest
Period, the rate of interest per annum (rounded upwards to the next 1/100th of
1%) determined by the Administrative Agent as follows:

LIBOR = LIBOR
(Reserve Adjusted) -------------------------------
1.00 - LIBOR Reserve Percentage

LIBOR (Reserve Adjusted) for any Interest Period for LIBOR Loans will be
adjusted automatically as to all LIBOR Loans that are then outstanding as of the
effective date of any change in the LIBOR Reserve Percentage.

"LIBOR OFFICE" means, relative to any Lender (i) the office of such Lender
designated as such on SCHEDULE II hereto or designated in the Lender Assignment
Agreement pursuant to which such Lender became a Lender hereunder, or (ii) such
other office of such Lender as shall be so designated from time to time by
notice from such Lender to the Company and the Administrative Agent, which shall
be making or maintaining LIBOR Loans of such Lender hereunder.

"LIBOR RESERVE PERCENTAGE" means, relative to any Interest Period for LIBOR
Loans, the percentage (expressed as a decimal, rounded upward to the next
1/100th of 1%) in effect on such day (whether or not applicable to any Lender)
under regulations issued from time to time by

the F.R.S. Board for determining the maximum reserve requirement (including
any emergency, supplemental or other marginal reserve requirement) with
respect to Eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the F.R.S. Board).

"LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or any filing or recording of any
instrument or document in respect of the foregoing, to secure payment of a debt
or performance of an obligation or any other priority or preferential treatment
of any kind or nature whatsoever that has the practical effect of creating a
security interest in property.

"LOAN" means, as the context may require, a Revolving Loan, a Term-A Loan,
a Term-B Loan or a Swing Line Loan, in each case of any type.

"LOAN DOCUMENT" means this Agreement, the Notes, the Letters of Credit,
each Rate Protection Agreement relating to Hedging Obligations of the Company or
any of its Restricted Subsidiaries, each Borrowing Request, each Issuance
Request, each Fee Letter, each Pledge Agreement, the Subsidiary Guaranty, each
Mortgage (upon execution and delivery thereof), the Security Agreement and each
other agreement, document or instrument delivered in connection with this
Agreement or any other Loan Document, whether or not specifically mentioned
herein or therein.

"MATERIAL ADVERSE EFFECT" means (a) a material adverse effect on the
condition (financial or otherwise), business, assets, results of operations or
prospects of Holdco and its Restricted Subsidiaries, taken as a whole, but
excluding, for purposes of the initial Credit Extension only, (i) any change
resulting from general economic conditions and (ii) with respect to the
agreements set forth on Schedule 3.04 to the Merger Agreement, any changes
arising out of the Transaction and the public announcement thereof, (b) a
material impairment of the ability of the Company or any other Obligor to
perform its respective material obligations under the Loan Documents to which it
is or will be a party, or (c) an impairment of the validity or enforceability
of, or a material impairment of the rights, remedies or benefits available to
each Issuer, the Agents or the Lenders under, this Agreement or any other Loan
Document.

"MATERIAL DOCUMENTS" means the Merger Agreement, the Organic Documents of
Holdco and of the Company, the Administrative Services Agreement, the Warrants,
the Intercompany Note and any other documents evidencing the Intercompany Loan,
the Investors Agreement, and, if entered into or issued, and for long as they
shall remain outstanding, the Senior Subordinated Bridge Note Agreement, the
Senior Subordinated Bridge Notes, the Senior Subordinated Note Indenture, the
Senior Subordinated Notes and the Bridge Warrants, each as amended,
supplemented, amended and restated or otherwise modified from time to time as
permitted in accordance with the terms hereof or of any other Loan Document.

"MERGER" is defined in the SECOND RECITAL.

"MERGER AGREEMENT" means the Agreement and Plan of Merger, dated as of July
14, 1999, as amended on or prior to the Closing Date (and as it may be
further amended,

supplemented, amended and restated or otherwise modified from time to
time in accordance with SECTION 7.2.10) between Holdco and Merger Sub.

"MERGER SUB" is defined in the FIRST RECITAL.

"XXXXXXX BUSINESS" is defined in SECTION 7.2.1.

"MOODY'S" means Xxxxx'x Investors Service, Inc.

"MORTGAGE" means, collectively, each Mortgage or Deed of Trust executed and
delivered pursuant to the terms of this Agreement, including CLAUSE (b) of
SECTION 7.1.8 or 7.1.12, in form and substance reasonably satisfactory to the
Agents.

"NET DEBT PROCEEDS" means, with respect to the incurrence, sale or issuance
by Holdco or any of its Restricted Subsidiaries of any Debt (other than Debt
incurred as part of the Transaction and other Debt permitted by SECTION 7.2.2 as
in effect on the date hereof (including without limitation the proceeds from the
sale of the Senior Subordinated Notes applied to the refinancing of the Senior
Subordinated Bridge Notes)), the EXCESS of:

(a) the gross cash proceeds received, directly or indirectly, by
Holdco or any of its Restricted Subsidiaries from such incurrence, sale or
issuance,

OVER

(b) the sum (without duplication) of (i) all reasonable and customary
underwriting commissions and legal, investment banking, brokerage and
accounting and other professional fees, sales commissions and disbursements
and all other reasonable fees, expenses and charges, in each case actually
incurred in connection with such incurrence, sale or issuance and (ii) in
the case of any Debt incurred, sold or issued by any Non-U.S. Subsidiary,
any taxes or other costs or expenses resulting from repatriating any such
proceeds to the United States.

"NET DISPOSITION PROCEEDS" means, with respect to any sale, transfer or
other disposition of any assets of Holdco or any of its Restricted Subsidiaries
(other than transfers made as part of the Transaction and other sales permitted
pursuant to CLAUSE (a), (b), (d) or (e) of SECTION 7.2.9, but including any sale
or issuance of Capital Stock of any such Restricted Subsidiary to any Person
other than Holdco or any of its Subsidiaries), the excess of:

(a) the gross cash proceeds received, directly or indirectly, by
Holdco or any of its Restricted Subsidiaries from any such sale, transfer
or other disposition and any cash payments received in respect of
promissory notes or other non-cash consideration delivered to Holdco or
such Restricted Subsidiary in respect thereof,

LESS

(b) the sum (without duplication) of (i) all reasonable and
customary fees and expenses with respect to legal, investment banking,
brokerage, accounting and other professional fees, sales commissions and
disbursements and all other reasonable fees,
24

expenses and charges, in each case actually incurred in connection with
such sale, transfer or other disposition, (ii) all taxes and other
governmental costs and expenses actually paid or estimated by the
Company (in good faith) to be payable in cash in connection with such
sale, transfer or other disposition (including, in the event of a
transfer, sale or other disposition of non-U.S. assets, any such taxes
or other costs or expenses resulting from repatriating any such proceeds
to the U.S.), (iii) payments made by Holdco or any of its Restricted
Subsidiaries to retire Indebtedness (other than the Loans) of Holdco or
any of its Restricted Subsidiaries where payment of such Indebtedness is
required in connection with such sale, transfer or other disposition and
(iv) reserves for purchase price adjustments and retained fixed
liabilities reasonably expected to be payable by Holdco and its
Restricted Subsidiaries in cash in connection therewith;

PROVIDED, HOWEVER, that if, after the payment of all taxes, purchase price
adjustments and retained fixed liabilities with respect to such sale, transfer
or other disposition, the amount of estimated taxes, purchase price adjustments
and retained fixed liabilities, if any, pursuant to CLAUSE (b)(ii) or (b)(iv)
above exceeded the tax, purchase price adjustment and retained fixed liability
amount actually paid in cash in respect of such sale, transfer or other
disposition, the aggregate amount of such excess shall, at such time, constitute
Net Disposition Proceeds.

"NET EQUITY PROCEEDS" means with respect to any sale or issuance by the
Company or Holdco to any Person of any Capital Stock of the Company or Holdco,
as the case may be, or any warrants or options with respect to any such Capital
Stock or the exercise of any such warrants or options after the Closing Date
(exclusive of any such proceeds constituting Excluded Equity Proceeds) the
EXCESS of:

(a) the gross cash proceeds received by Holdco or the Company from
such sale, exercise or issuance,

OVER

(b) all reasonable and customary underwriting commissions and legal,
investment banking, brokerage, accounting and other professional fees,
sales commissions and disbursements and all other reasonable fees, expenses
and charges, in each case actually incurred in connection with such sale or
issuance.

"NET INCOME" means, for any period, the net income of Holdco and its
Restricted Subsidiaries for such period on a consolidated basis, as determined
in accordance with GAAP.

"NON-CONSENTING LENDER" means any Lender that, in response to any request
by the Company or the Administrative Agent to a departure from, waiver of or
amendment to any provision of any Loan Document that requires the agreement of
all Lenders or all Lenders with respect to a particular Tranche, which
departure, waiver or amendment receives the consent of the Required Lenders or
the holders of a majority of the Commitments or (if the applicable Commitments
in respect of such Tranche shall have expired or been terminated) outstanding
Credit Extensions in respect of such Tranche, as the case may be, shall not have
given its consent to such departure, waiver or amendment.

"NON-FUNDING LENDER" means a Lender that shall have failed to fund any Loan
hereunder that it was required to have funded in accordance with the terms
hereof, which Loan was included in any Borrowing in respect of which a majority
of the aggregate principal amount of all Loans included in such Borrowing were
funded by the Lenders party thereto.

"NON-RECOURSE DEBT" means Indebtedness (i) no default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness of Holdco or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its stated maturity,
and (ii) as to which the lenders have been notified in writing that they will
not have any recourse to the Capital Stock or assets of Holdco or any of its
Restricted Subsidiaries (other than Capital Stock of Unrestricted Subsidiaries
pledged by Holdco or a Restricted Subsidiary of Holdco to secure Debt of such
Unrestricted Subsidiary); PROVIDED, HOWEVER, that in no event shall Indebtedness
of any Unrestricted Subsidiary fail to be Non-Recourse Debt solely as a result
of any default provisions contained in a guarantee thereof by Holdco or any of
its Restricted Subsidiaries if Holdco or such Restricted Subsidiary was
otherwise permitted to incur such guarantee under this Agreement.

"NON-U.S. LENDER" means any Lender (including each Assignee Lender) that is
not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any state thereof, (iii) an estate that is subject to U.S.
federal income taxation regardless of the source of its income or (iv) a trust
treated as a U.S. person under SECTION 7701(a)(30)(E) of the Code and the
regulations promulgated thereunder.

"NON-U.S. SUBSIDIARY" means a Subsidiary of Holdco that is not a U.S.
Subsidiary.

"NOTE" means, as the context may require, a Revolving Note, a Term-A Note,
a Term-B Note or a Swing Line Note.

"OBLIGATIONS" means all obligations (monetary or otherwise) of the Company
and the other Obligors arising under or in connection with this Agreement, any
Rate Protection Agreement, any Note, any Letter of Credit and any other Loan
Document.

"OBLIGOR" means the Company or any other Person (other than any Agent, the
Arranger, any Issuer, the Swing Line Lender or any Lender) obligated under any
Loan Document.

"ORGANIC DOCUMENT" means, relative to any Obligor, its certificate of
incorporation and by-laws or other constitutive documents and all shareholder
agreements, voting trusts and similar arrangements to which such Obligor is a
party applicable to any of its authorized shares of Capital Stock.

"PARTICIPANT" is defined in SECTION 11.11.2.

"PBGC" means the Pension Benefit Guaranty Corporation and any successor
entity.

"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 as defined in SECTION 4001(a)(3) of ERISA), and to which Holdco or any
corporation, trade or business that is, along with Holdco, a member of a
Controlled Group, has or within the prior six years has had 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 preceding five
years, or by reason of being deemed to be a contributing sponsor under SECTION
4069 of ERISA.

"PERCENTAGE" means, relative to any Lender, the applicable percentage
relating to Term-A Loans, Term-B Loans, or Revolving Loans, as the case may be,
as set forth opposite its name on SCHEDULE II hereto under the applicable column
heading or set forth in Lender Assignment Agreement(s) under the applicable
column heading, as such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to SECTION 11.11 or pursuant to CLAUSE (b) or
CLAUSE (d) of SECTION 2.1.1 or CLAUSE (c) of SECTION 2.1.2. A Lender shall not
have any Commitment to make Revolving Loans, Term-A Loans or Term-B Loans (as
the case may be) if its percentage under the applicable column heading or in the
applicable Lender Assignment Agreement is zero.

"PERMITTED NEGATIVE PLEDGE INDEBTEDNESS" is defined in CLAUSE (b) of
SECTION 7.2.12.

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

"PLAN" means any Pension Plan or Welfare Plan.

"PLEDGE AGREEMENT" means, as the context may require, the Company Pledge
Agreement, the Holdco Pledge Agreement or the Subsidiary Pledge Agreement.

"PREFERRED STOCK" means (i) Merger Sub's 14.5% Senior Preferred Stock due
2011 issued pursuant to the Preferred Equity Contribution having the terms and
conditions set forth in the Certificate of Designations of 14.5% Senior
Preferred Stock due 2011, a copy of which has been distributed to the Lenders,
(ii) preferred stock of Holdco having the same terms and conditions into which
such Preferred Stock of Merger Sub is converted in the Merger, and (iii)
preferred stock of Holdco issued in exchange for the preferred stock described
in (ii) above prior to the first Dividend Payment Date (as defined in the
Certificate of Designation of such preferred stock), identical in all respects
to such preferred stock except that the liquidation value is reduced from $80.00
to $25.00, such exchange to be on the basis of 3.2 new $25.00 preferred shares
for each existing $80.00 preferred share then held.

"PREFERRED EQUITY CONTRIBUTION" is defined in the FOURTH RECITAL.

"PRO FORMA BALANCE SHEET" is defined in clause (b) of SECTION 5.1.9.

"PROXY STATEMENT" means Holdco's proxy statement/prospectus dated
October 25, 1999 relating to the Merger.

"PUBLIC OFFERING" means, for any Person, any sale after the Closing Date of
the Capital Stock of such Person to the public pursuant to a primary offering
registered under the Securities Act of 1933, as amended.

"QUARTERLY PAYMENT DATE" means the last day of each of April, July, October
and January, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing with January 31, 2000.

"RATE PROTECTION AGREEMENT" means any interest rate swap, cap, collar or
similar agreement permitted under this Agreement that is entered into by Holdco
or any of its Restricted Subsidiaries and under which the counterparty to such
agreement is (or at the time such Rate Protection Agreement was entered into,
was) a Lender or an affiliate of a Lender.

"RECAPITALIZATION" is defined in the SECOND RECITAL.

"REFINANCING" is defined in SECTION 7.1.9.

"REFUNDED SWING LINE LOANS" is defined in clause (b) of SECTION 2.3.2.

"REGISTER" is defined in clause (b) of SECTION 2.7.

"REIMBURSEMENT OBLIGATION" is defined in SECTION 2.6.3.

"REINSTATEMENT DATE" is defined in SECTION 4.1.

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

"REPLACEMENT LENDER" is defined in SECTION 4.11.

"REPLACEMENT NOTICE" is defined in SECTION 4.11.

"REQUIRED LENDERS" means, at any time, (a) prior to the date of the making
of the initial Credit Extension hereunder, Lenders having at least a majority of
the sum of the Revolving Loan Commitments, Term-A Loan Commitments and Term-B
Loan Commitments, and (b) on and after the date of the initial Credit Extension,
Lenders holding at least a majority of the Total Exposure 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.

"RESTRICTED PAYMENTS" is defined in SECTION 7.2.6.

"RESTRICTED SUBSIDIARY" means any Subsidiary of Holdco or the Company which
is not designated as an Unrestricted Subsidiary.

"RETAINED INTERESTS" is defined in the SECOND RECITAL.

"REVOLVING LOAN" is defined in clause (a) of SECTION 2.1.2.

"REVOLVING LOAN COMMITMENT" is defined in clause (a) of SECTION 2.1.2.

"REVOLVING LOAN COMMITMENT AMOUNT" means $50,000,000, as such amount may be
increased from time to time pursuant to CLAUSE (C) of SECTION 2.1.2 or reduced
from time to time pursuant to SECTION 2.2.

"REVOLVING LOAN COMMITMENT TERMINATION DATE" means the earliest of (i) the
sixth anniversary of the Closing Date, (ii) the date on which the Revolving Loan
Commitment Amount is terminated in full or reduced to zero pursuant to SECTION
2.2 and (iii) the date on which any Commitment Termination Event occurs.

"REVOLVING NOTE" means a promissory note of the Company payable to any
Lender, substantially in the form of EXHIBIT A-1 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
Indebtedness of the Company to such Lender resulting from outstanding Revolving
Loans, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc.

"SECURED PARTIES" means, collectively, the Lenders, the Issuers, the Agents
and all affiliates of the Lenders (or Persons that were, at the time they
entered into such Loan Document, affiliates of the Lenders) which may be party
to any Loan Document (including any Rate Protection Agreement); PROVIDED that no
Obligor shall be a Secured Party.

"SECURITY AGREEMENT" means the Security Agreement executed and delivered by
an Authorized Officer of Holdco, the Company and each Restricted Subsidiary of
the Company, substantially in the form of EXHIBIT F hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

"SENIOR SUBORDINATED BRIDGE NOTE AGREEMENT" means that certain Securities
Purchase Agreement, if any, pursuant to which the Senior Subordinated Bridge
Notes, if any, are issued, as in effect on the date of execution of this
Agreement and as such agreement may be amended from time to time thereafter to
the extent permitted under SECTION 7.2.10.

"SENIOR SUBORDINATED BRIDGE NOTES" means the senior subordinated increasing
rate notes, if any, issued by Holdco on the Closing Date, which notes (i) are
unsecured and subordinated to the Obligations, (ii) mature at least one year
after the Closing Date; and (iii) provide that the maturity thereof will be
automatically extended to the date which is eight and one-half years after the
Closing Date, subject to satisfaction of certain conditions, as such notes may
be amended from time to time thereafter to the extent permitted under SECTION
7.2.10.

"SENIOR SUBORDINATED NOTE INDENTURE" means the senior subordinated note
indenture, if any, executed by the Company and a trustee named thereunder
pursuant to which the Senior Subordinated Notes, if any, are issued, as such
indenture may be amended from time to time to the extent permitted under SECTION
7.2.10.

"SENIOR SUBORDINATED NOTES" means the senior subordinated notes, if any,
issued by Holdco, which notes shall be unsecured and shall not provide for
any scheduled redemptions or

prepayments or any sinking fund installment payments or maturities prior to a
date which is eight and one-half years after the Closing Date, which shall
have terms and conditions substantially as set forth in the Preliminary
Offering Memorandum dated November 3, 1999 or otherwise in form and substance
satisfactory to the Agents, as such notes may be amended from time to time to
the extent permitted under SECTION 7.2.10. If the Senior Subordinated Notes
described above are issued by Holdco other than pursuant to a registered
public offering, "Senior Subordinated Notes" shall also refer to the
registered securities, if any, having the same terms and conditions as the
notes described above which are issued by the Company in exchange for such
notes upon exercise of the customary registration rights accompanying such
notes.

"SHARES" is defined in SECTION 7.1.9.

"SOLVENT" means, with respect to any Person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (d) such
Person is not engaged in business or a transaction, and such Person is not about
to engage in business or a transaction, for which such Person's property would
constitute an unreasonably small capital. The amount of contingent liabilities
at any time shall be computed as the amount that, in light of all the facts and
circumstances existing at such time, can reasonably be expected to become an
actual or matured liability.

"STATED AMOUNT" of each Letter of Credit means the total amount available
to be drawn under such Letter of Credit upon the issuance thereof.

"STATED EXPIRY DATE" is defined in SECTION 2.6.

"STATED MATURITY DATE" means (i) in the case of any Revolving Loan, the
sixth anniversary of the Closing Date, (ii) in the case of any Term-A Loan, the
sixth anniversary of the Closing Date and (iii) in the case of any Term-B Loan,
the eighth anniversary of the Closing Date, or, in each case, if such day is not
a Business Day, the first Business Day following such day.

"SUBJECT LENDER" is defined in SECTION 4.11.

"SUBORDINATED INDEBTEDNESS" means the Senior Subordinated Bridge Notes and
the Senior Subordinated Notes.

"SUBORDINATION PROVISIONS" is defined in SECTION 8.1.11.

"SUBSIDIARY" means, with respect to any Person, any corporation,
partnership or other business entity of which more than 50% of the outstanding
Capital Stock (or other ownership interest) having ordinary voting power to
elect a majority of the board of directors, managers or other voting members of
the governing body of such entity (irrespective of whether at the time Capital
Stock (or other ownership interests) of any other class or classes of such
entity shall or might have voting power upon the occurrence of any contingency)
is at the time directly or

indirectly owned by such Person, by such Person and one or more other
Subsidiaries of such Person, or by one or more other Subsidiaries of such
Person. For purposes of this Agreement and other Loan Documents, any
Acquired Controlled Person that is not a "Subsidiary" of Holdco pursuant to
the foregoing definition shall nonetheless be deemed to be a "Subsidiary" of
Holdco for purposes of SECTIONS 6.1, 6.7, 6.9, 6.10, 6.11, 6.12, 7.1.2,
7.1.3, 7.1.4, 7.1.5, 7.1.6, 7.1.7(b), 7.2.1, 7.2.2, 7.2.3, 7.2.5, 7.2.6.
7.2.9, 7.2.11, 7.2.12 and 7.2.14 and, to the extent (and only to the extent)
that it relates to any of the foregoing Sections, Article VIII.

"SUBSIDIARY GUARANTOR" means, on the Closing Date, each U.S. Subsidiary
that is a Restricted Subsidiary of Holdco (other than the Company) and
thereafter, each Subsidiary that is a Restricted Subsidiary of Holdco that is
required, pursuant to CLAUSE (a) of SECTION 7.1.7, to execute and deliver a
supplement to the Subsidiary Guaranty.

"SUBSIDIARY GUARANTY" means the Subsidiary Guaranty executed and delivered
by an Authorized Officer of each Subsidiary Guarantor pursuant to SECTION 5.1.6,
substantially in the form of EXHIBIT H hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

"SUBSIDIARY PLEDGE AGREEMENT" means the Pledge Agreement executed and
delivered by an Authorized Officer of each Restricted Subsidiary of Holdco
(other than the Company), substantially in the form of EXHIBIT G-2 hereto, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

"SWING LINE LENDER" means U.S. Bank National Association, in its capacity
as Swing Line Lender hereunder.

"SWING LINE LOAN" is defined in clause (b) of SECTION 2.1.2.

"SWING LINE LOAN COMMITMENT" is defined in clause (b) of SECTION 2.1.2.

"SWING LINE LOAN COMMITMENT AMOUNT" means $10,000,000, as such amount may
be reduced from time to time pursuant to SECTION 2.2.

"SWING LINE NOTE" means a promissory note of the Company payable to the
Swing Line Lender, in the form of EXHIBIT A-4 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Company to the Swing Line Lender resulting
from outstanding Swing Line Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

"SYNDICATION AGENT" is defined in the preamble.

"TAXES" is defined in SECTION 4.6.

"TERM-A LOAN" is defined in clause (a) of SECTION 2.1.1.

"TERM-A LOAN COMMITMENT" is defined in clause (a) of SECTION 2.1.1.

"TERM-A LOAN COMMITMENT AMOUNT" means $65,000,000, as such amount may be
increased from time to time pursuant to CLAUSE (b) of SECTION 2.1.1.

"TERM-A NOTE" means a promissory note of the Company payable to the order
of any Lender, in the form of EXHIBIT A-2 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Company to such Lender resulting from outstanding
Term-A Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

"TERM-B LOAN" is defined in clause (c) of SECTION 2.1.1.

"TERM-B LOAN COMMITMENT" is defined in clause (c) of SECTION 2.1.1.

"TERM-B LOAN COMMITMENT AMOUNT" means $155,000,000, as such amount may be
increased from time to time pursuant to CLAUSE (d) of SECTION 2.1.1.

"TERM-B NOTE" means a promissory note of the Company payable to the order
of any Lender, in the form of EXHIBIT A-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Company to such Lender resulting from outstanding
Term-B Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

"TERM LOAN COMMITMENT TERMINATION DATE" means the earliest of (i) December
31, 1999, if the Term Loans have not been made on or prior to such date, (ii)
the Closing Date (immediately after the making of the Term Loans on such date)
and (iii) the date on which any Commitment Termination Event occurs.

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

"TOTAL EXPOSURE AMOUNT" means, at any time,

(a) with respect to any provision of this Agreement other than the
declaration of the acceleration of the maturity of all or any portion of
the outstanding principal amount of the Loans and other Obligations to be
due and payable pursuant to SECTION 8.3, the sum of (i) the aggregate
principal amount of all Term Loans outstanding at such time and (ii) (x)
the Revolving Loan Commitment Amount, if there are any Revolving Loan
Commitments then outstanding, or (y) if all Revolving Loan Commitments
shall have expired or been terminated, the sum of (1) the aggregate
principal amount of all Revolving Loans and Swing Line Loans outstanding at
such time and (2) the Letter of Credit Outstandings at such time; and

(b) with respect to the declaration of the acceleration of the
maturity of all or any portion of the outstanding principal amount of the
Loans and other Obligations to be due and payable pursuant to SECTION 8.3,
the sum of (i) the aggregate principal amount of all Loans outstanding at
such time and (ii) the Letter of Credit Outstandings at such time.

"TRANCHE" means, as the context may require, the Loans constituting Term-A
Loans, Term-B Loans, Revolving Loans or Swing Line Loans.

"TRANSACTION" means the Recapitalization, the Merger, the Asset
Contribution, the Refinancing and the related financings and other transactions
contemplated hereby, including without limitation, the Common Equity
Contribution, the Preferred Equity Contribution, the Intercompany Loan and the
issuance of the Preferred Stock, the Senior Subordinated Bridge Notes, if any,
and the Senior Subordinated Notes, if any.

"TRANSACTION DOCUMENTS" means each of the Material Documents and all other
agreements, documents, instruments, certificates, filings, consents, approvals,
board of directors resolutions and opinions furnished pursuant to or in
connection with the Merger, the Common Equity Contribution, the Preferred Equity
Contribution, the Intercompany Loan, the Asset Contribution, the issuance of the
Senior Subordinated Bridge Notes or the Senior Subordinated Notes, as the case
may be, and the transactions contemplated hereby or thereby, each as amended,
supplemented, amended and restated or otherwise modified from time to time as
permitted in accordance with the terms hereof or of any other Loan Document.

"TYPE" means relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBOR Loan.

"UCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York; PROVIDED, that if, with respect to any financing
statement or by reason of any mandatory provisions of law, the perfection or the
effect of perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, UCC means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions of this
Agreement, each Loan Document and any financing statement relating to such
perfection or effect of perfection or non-perfection..

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

"UNRESTRICTED SUBSIDIARY" means any Subsidiary of Holdco (other than the
Company) which is designated as an Unrestricted Subsidiary on ITEM 6.8 of the
Disclosure Schedule or is designated by a resolution of the Board of Directors
of the Company as an Unrestricted Subsidiary, but only to the extent that such
Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) is not
party to any agreement, contract, arrangement or understanding with Holdco or
any Restricted Subsidiary of Holdco unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to Holdco or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of Holdco; (iii) is a Person with respect to which none
of Holdco nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Capital Stock or warrants, options or
other rights to acquire Capital Stock or (b) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; and (iv) has not guaranteed or otherwise directly
or indirectly provided credit support for any Indebtedness of Holdco or any of
its Restricted Subsidiaries. If, at any time, any Unrestricted Subsidiary would
fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes hereof. The
Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED that

such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of Holdco of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if no
Default would be in existence following such designation.

"U.S. DOLLAR" and "$" means the lawful currency of the United States.

"U.S. SUBSIDIARY" means any Subsidiary of Holdco that is incorporated or
organized in or under the laws of the United States or any state thereof.

"VOTING STOCK" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or Persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

"WAIVER" means an agreement in favor of the Agents for the benefit of the
Lenders in form and substance reasonably satisfactory to the Agents.

"WARRANTS" means (i) the warrants to purchase common stock of Merger Sub
issued pursuant to the Preferred Equity Contribution, (ii) the warrants to
purchase common stock of Holdco having the same terms and conditions as the
warrants referred to in clause (i) above into which such warrants are to be
converted in the Merger and (iii) the warrants to purchase common stock of
Holdco issued in connection with the issuance of the Senior Subordinated Notes.

"WELFARE PLAN" means a "welfare plan", as such term is defined in SECTION
3(1) of ERISA, and to which the Company has any liability.

"WHOLLY-OWNED RESTRICTED SUBSIDIARY" means, with respect to Holdco, any
Restricted Subsidiary all of the Capital Stock (and all rights and options to
purchase such Capital Stock) of which, other than directors' qualifying shares,
are owned, beneficially and of record, by Holdco and/or one or more Wholly-Owned
Restricted Subsidiaries of Holdco.

SECTION 1.2 USE OF DEFINED TERMS. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Disclosure Schedule and in
each other Loan Document, notice and other communication delivered from time to
time in connection with this Agreement or any other Loan Document.

SECTION 1.3 CROSS-REFERENCES. Unless otherwise specified, references
in this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

SECTION 1.4 ACCOUNTING AND FINANCIAL DETERMINATIONS.

(a) Unless otherwise specified, all accounting terms used herein
or in any other Loan Document shall be interpreted, all accounting
determinations and computations hereunder or thereunder (including under
SECTION 7.2.4) shall be made, and all financial

statements required to be delivered hereunder or thereunder shall be
prepared, in accordance with those generally accepted accounting principles
("GAAP"), as in effect from time to time, applied on a basis consistent
(except for changes concurred in by Holdco's independent public accountants
and a description of which is provided by the Company to the Lenders) with
the most recent audited consolidated financial statements of Holdco and its
Restricted Subsidiaries delivered to the Lenders and, unless otherwise
expressly provided herein, shall be computed or determined on a consolidated
basis and without duplication; PROVIDED that (1) if the Company notifies the
Administrative Agent and the Lenders of any change in GAAP from that in
effect on January 31, 1999, not later than five Business Days prior to the
delivery of any financial statements required under this Agreement which have
been prepared on the basis of GAAP as so changed and (2) if the Company
notifies the Administrative Agent that the Company wishes to amend any
provision hereof to eliminate the effect of any such change in GAAP, or if
the Administrative Agent notifies the Company that the Required Lenders wish
to amend any provision hereof for such purpose, then such provision shall be
applied, and all accounting determinations, interpretations and computations
hereunder or under the other Loan Documents shall be made in accordance with
GAAP, and all financial statements required to be delivered hereunder or
thereunder shall include a reconciliation to GAAP, in each case as in effect
immediately before the relevant change in GAAP became effective, until either
such notice is withdrawn or such provision is amended in a manner
satisfactory to the Company and the Required Lenders.

(b) For purposes of computing the Fixed Charge Coverage Ratio,
Interest Coverage Ratio and Leverage Ratio (and any financial calculations
required to be made or included within such ratios) as of the end of any Fiscal
Quarter, all components of such ratios, including Capital Expenditures, in the
case of any disposition, but excluding Capital Expenditures, in the case of any
acquisition, for the period of four Fiscal Quarters ending at the end of such
Fiscal Quarter shall include or exclude, as the case may be, without
duplication, such components of such ratios attributable to any business or
assets that have been acquired or disposed of by the Company or any of its
Restricted Subsidiaries (including through mergers or consolidations) after the
first day of such period of four Fiscal Quarters and prior to the end of such
period, as determined in good faith by the Company on a pro forma basis for such
period of four Fiscal Quarters as if such acquisition or disposition had
occurred on such first day of such period (including, whether or not such
inclusion would be permitted under GAAP or Regulation S-X of the Securities and
Exchange Commission, cost savings that would have been realized had such
acquisition occurred on such day).

ARTICLE II
COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION 2.1 COMMITMENTS. On the terms and subject to the conditions
of this Agreement (including SECTIONS 2.1.4, 2.1.5 and ARTICLE V),

(a) each Lender severally agrees to make Loans (other than Swing
Line Loans) pursuant to each of its Commitments, and the Swing Line Lender
agrees to make Swing

Line Loans pursuant to the Swing Line Loan Commitment, in each case as
described in this SECTION 2.1; and

(b) each Issuer that has a Letter of Credit Commitment severally
agrees that it will issue Letters of Credit pursuant to SECTION 2.1.3, and each
other Lender that has a Revolving Loan Commitment severally agrees that it will
purchase participation interests in such Letters of Credit pursuant to SECTION
2.6.1.

SECTION 2.1.1. TERM LOAN COMMITMENTS. Subject to compliance by the
Company with the terms of SECTIONS 2.1.4, 5.1, 5.2.1 and 5.2.2, on (but solely
on) the Closing Date (which shall be a Business Day), each Lender that has a
Percentage in excess of zero of the Term-A Loan Commitment or the Term-B Loan
Commitment, as applicable, will make Term Loans to the Company as provided in
this SECTION 2.1.1.

(a) Each Lender having a Percentage of the Term-A Loan Commitment in
excess of zero will make loans denominated in U.S. Dollars (relative to such
Lender, and together with Loans made pursuant to CLAUSE (b) of this SECTION
2.1.1, its "TERM-A LOANS") to the Company equal to such Lender's Percentage of
the aggregate amount of the Borrowing or Borrowings of Term-A Loans requested by
the Company to be made on the Closing Date (with the commitment of each such
Lender described in this CLAUSE (a) herein referred to as its "TERM-A LOAN
COMMITMENT").

(b) At any time prior to the sixth anniversary of the Closing Date
that no Default has occurred and is continuing, the Company may, by notice to
the Agents, request that, on the terms and subject to the conditions contained
in this Agreement, the Lenders and/or other financial institutions not then a
party to this Agreement that are satisfactory to the Agents provide additional
Term-A Loans; PROVIDED that such additional Term-A Loans and all additional
Term-B Loans and Revolving Loan Commitments made pursuant to CLAUSE (d) of this
SECTION 2.1.1 and CLAUSE (c) of SECTION 2.1.2 shall not exceed an aggregate
amount of $30,000,000. Upon receipt of such notice, the Syndication Agent shall
use all commercially reasonable efforts to arrange for the Lenders or other
financial institutions to provide such additional Term-A Loans; PROVIDED that
the Syndication Agent will first offer each of the Lenders that then has a
Percentage of any Term-A Loans a pro rata portion (based upon the outstanding
Term-A Loans at such time) of any such additional Term-A Loans. Alternatively,
any Lender may commit to provide the full amount of the requested additional
Term-A Loans and then offer portions of such additional Term-A Loans to the
other Lenders or other financial institutions, subject to the proviso in the
immediately preceding sentence. Nothing contained in this CLAUSE (b) or
otherwise in this Agreement is intended to commit any Lender or any Agent to
provide any portion of any such additional Term-A Loans. If and to the extent
that any Lenders and/or other financial institutions agree, in their sole
discretion, to provide any such additional Term-A Loans, (i) the total amount of
Term-A Loans shall be increased by the amount of the additional Term-A Loans
agreed to be so provided, (ii) the Percentages of the respective Lenders in
respect of the Term-A Loans shall be proportionally adjusted and (iii) the
Company shall execute and deliver any additional Notes or other amendments or
modifications to this Agreement or any other Loan Document as the Agents may
reasonably request.

(c) Each Lender having a Percentage of the Term-B Loan Commitment in
excess of zero will make loans denominated in U.S. Dollars (relative to such
Lender, and together with Loans made pursuant to CLAUSE (d) of this SECTION
2.1.1, its "TERM-B LOANS") to the Company equal to such Lender's Percentage of
the aggregate amount of the Borrowing or Borrowings of Term-B Loans requested by
the Company to be made on the Closing Date (with the commitment of each such
Lender described in this CLAUSE (c) herein referred to as its "TERM-B LOAN
COMMITMENT").

(d) At any time prior to the sixth anniversary of the Closing Date
that no Default has occurred and is continuing, the Company may, by notice to
the Agents, request that, on the terms and subject to the conditions contained
in this Agreement, the Lenders and/or other financial institutions not then a
party to this Agreement that are satisfactory to the Agents provide additional
Term-B Loans; PROVIDED that such additional Term-B Loans and all additional
Term-A Loans and Revolving Loan Commitments made pursuant to CLAUSE (b) of this
SECTION 2.1.1 and CLAUSE (c) of SECTION 2.1.2 shall not exceed an aggregate
amount of $30,000,000. Upon receipt of such notice, the Syndication Agent shall
use all commercially reasonable efforts to arrange for the Lenders or other
financial institutions to provide such additional Term-B Loans provided that the
Syndication Agent will first offer each of the Lenders that then has a
Percentage of any Term-B Loans a pro rata portion (based upon the outstanding
Term-B Loans at such time) of any such additional Term-B Loans. Alternatively,
any Lender may commit to provide the full amount of the requested additional
Term-B Loans and then offer portions of such additional Term-B Loans to the
other Lenders or other financial institutions, subject to the proviso in the
immediately preceding sentence. Nothing contained in this CLAUSE (d) or
otherwise in this Agreement is intended to commit any Lender or any Agent to
provide any portion of any such additional Term-B Loans. If and to the extent
that any Lenders and/or other financial institutions agree, in their sole
discretion, to provide any such additional Term-B Loans, (i) the total amount of
Term-B Loans shall be increased by the amount of the additional Term-B Loans
agreed to be so provided, (ii) the Percentages of the respective Lenders in
respect of the Term-B Loans shall be proportionally adjusted and (iii) the
Company shall execute and deliver any additional Notes or other amendments or
modifications to this Agreement or any other Loan Document as the Agents may
reasonably request.

No amounts paid or prepaid with respect to Term-A Loans or Term-B Loans may
be reborrowed.

SECTION 2.1.2. REVOLVING LOAN COMMITMENTS AND SWING LINE LOAN
COMMITMENT. Subject to compliance by the Company with the terms of SECTIONS
2.1.4, 5.2.1 and 5.2.2, from time to time on any Business Day occurring
concurrently with (or after) the making of the Term Loans on the Closing Date
but prior to the Revolving Loan Commitment Termination Date, each Lender that
has a Percentage in excess of zero of the Revolving Loan Commitment or the Swing
Line Loan Commitment will make Revolving Loans or Swing Line Loans, as
applicable, to the Company as provided in this SECTION 2.1.2.

(a) Each Lender having a Percentage of the Revolving Loan Commitment
in excess of zero will make loans denominated in U.S. Dollars (relative to such
Lender, its "REVOLVING LOANS") to the Company equal to such Lender's Percentage
of the aggregate amount of the Borrowing or Borrowings of Revolving Loans
requested by the Company to be made on

such day. The Commitment of each Lender described in this CLAUSE (a) is
herein referred to as its "REVOLVING LOAN COMMITMENT." On the terms and
subject to the conditions hereof, the Company may from time to time borrow,
prepay and reborrow Revolving Loans.

(b) The Swing Line Lender will make a loan denominated in U.S.
Dollars (a "SWING LINE LOAN") to the Company equal to the principal amount of
the Swing Line Loan requested by the Company to be made on such day. The
Commitment of the Swing Line Lender described in this CLAUSE (b) is herein
referred to as its "SWING LINE LOAN COMMITMENT." On the terms and subject to
the conditions hereof, the Company may from time to time borrow, prepay and
reborrow Swing Line Loans.

(c) At any time prior to the sixth anniversary of the Closing Date
that no Default has occurred and is continuing, the Company may, by notice to
the Agents, request that, on the terms and subject to the conditions contained
in this Agreement, the Lenders and/or other financial institutions not then a
party to this Agreement that are satisfactory to the Agents and the Issuers
provide additional Revolving Loan Commitments; PROVIDED that such additional
Revolving Loan Commitments and all additional Term-A Loans and Term-B Loans made
pursuant to CLAUSE (b) and CLAUSE (d) of SECTION 2.1.1 shall not exceed an
aggregate amount of $30,000,000. Upon receipt of such notice, the Syndication
Agent shall use all commercially reasonable efforts to arrange for the Lenders
or other financial institutions to provide such additional Revolving Loan
Commitments; PROVIDED that the Syndication Agent will first offer each of the
Lenders that then has a Percentage of any Revolving Loan Commitments a pro rata
portion of any such additional Revolving Loan Commitments. Alternatively, any
Lender may commit to provide the full amount of the requested additional
Revolving Loan Commitments and then offer portions of such additional Revolving
Loan Commitments to the other Lenders or other financial institutions, subject
to the proviso in the immediately preceding sentence. Nothing contained in this
CLAUSE (c) or otherwise in this Agreement is intended to commit any Lender or
any Agent to provide any portion of any such additional Revolving Loan
Commitments. If and to the extent that any Lenders and/or other financial
institutions agree, in their sole discretion, to provide any such additional
Revolving Loan Commitments, (i) the Revolving Loan Commitment Amount shall be
increased by the amount of the additional Revolving Loan Commitments agreed to
be so provided, (ii) the Percentages of the respective Lenders in respect of the
Revolving Loan Commitments shall be proportionally adjusted, (iii) at such time
and in such manner as the Company and the Syndication Agent shall agree (it
being understood that the Company and the Agents will use all commercially
reasonable efforts to avoid the prepayment or assignment of any LIBOR Loan on a
day other than the last day of the Interest Period applicable thereto), the
Lenders shall assign and assume outstanding Revolving Loans and participations
in outstanding Letters of Credit so as to cause the amount of such Revolving
Loans and participations in Letters of Credit held by each Lender to conform to
the respective percentages of the applicable Revolving Loan Commitments of the
Lenders and (iv) the Company shall execute and deliver any additional Notes or
other amendments or modifications to this Agreement or any other Loan Document
as the Agents may reasonably request.

SECTION 2.1.3. LETTER OF CREDIT COMMITMENT.

(a) Subject to compliance by the Company with the terms of SECTIONS
2.1.5, 5.1, 5.2.1 and 5.2.2, from time to time on any Business Day occurring
concurrently with (or after) the Closing Date but prior to the Revolving Loan
Commitment Termination Date, an Issuer will (i) issue one or more standby
letters of credit denominated in U.S. Dollars (a "LETTER OF CREDIT") for the
account of the Company or any of its Restricted Subsidiaries in the Stated
Amount requested by the Company on such day, or (ii) extend the Stated Expiry
Date of an existing standby Letter of Credit previously issued hereunder to a
date not later than the earlier of (x) the Business Day immediately preceding
the sixth anniversary of the Closing Date and (y) the first anniversary of the
date of such extension; PROVIDED that, notwithstanding the terms of this
CLAUSE (y), a Letter of Credit may, if required by the beneficiary thereof,
contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be
automatically extended, unless notice to the contrary shall have been given to
the beneficiary by the applicable Issuer or the account party of such Letter of
Credit more than a specified period prior to the then existing Stated Expiry
Date. In addition to the conditions precedent and limitations stated elsewhere
in this Agreement, no Issuer shall be required to issue a Letter of Credit
unless (i) the Company shall enter into applications, agreements and other
documents deemed appropriate by the Issuer for the issuance of such Letters of
Credit (PROVIDED, that in the instance of any conflict in the terms of such
applications, agreements and documents and the terms of this Agreement, the
terms of this Agreement shall control) and (ii) there shall not have occurred
any statutory or regulatory change or directive which would make it illegal or
unlawful for such Issuer to issue Letters of Credit.

(b) Each Existing Letter of Credit shall for purposes of this
Agreement be deemed to be a "Letter of Credit" issued hereunder on the Closing
Date.

SECTION 2.1.4. LENDERS NOT PERMITTED OR REQUIRED TO MAKE THE LOANS.
No Lender shall be permitted or required to make, and the Company shall not
request any Lender to make, any of the following Loans to the extent prohibited
by this SECTION 2.1.4:

(a) No Term-A Loan or Term-B Loan (as the case may be) shall be made
by any Lender, or requested to be made by the Company if, after giving effect
thereto, the aggregate original principal amount of all Term-A Loans or Term-B
Loans (as the case may be) then being made by such Lender or then being
requested by the Company would exceed such Lender's Percentage of the then
outstanding Term-A Loan Commitment Amount (in the case of Term-A Loans) or the
then outstanding Term-B Loan Commitment Amount (in the case of Term-B Loans).

(b) No Revolving Loan shall be made by any Lender, or requested to be
made by the Company if, after giving effect thereto, the aggregate outstanding
principal amount of (i) all Revolving Loans of such Lender, PLUS (ii) such
Lender's Percentage in respect of the Revolving Loan Commitment of the aggregate
amount of all Letter of Credit Outstandings PLUS (iii) such Lender's Percentage
in respect of the Revolving Loan Commitment of the outstanding principal amount
of all Swing Line Loans, would exceed such Lender's Percentage of the Revolving
Loan Commitment Amount.

(c) No Swing Line Loan shall be made by the Swing Line Lender, or
requested to be made by the Company if, after giving effect thereto, the
aggregate outstanding principal amount of all Swing Line Loans would exceed the
lesser of (i) the then existing Swing Line Loan Commitment Amount and (ii) an
amount equal to the then existing Revolving Loan Commitment Amount less the sum
of (x) the aggregate outstanding principal amount of all Revolving Loans and
(y) the Letter of Credit Outstandings.

SECTION 2.1.5. ISSUER NOT PERMITTED OR REQUIRED TO ISSUE LETTERS OF
CREDIT. No Issuer shall be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (i) the Letter of Credit Outstandings would
exceed the then existing Letter of Credit Commitment Amount or (ii) the Letter
of Credit Outstandings would exceed (x) the then existing Revolving Loan
Commitment Amount LESS (y) the sum of (A) the aggregate amount of all Revolving
Loans and (B) the aggregate amount of all Swing Line Loans.

SECTION 2.2 OPTIONAL REDUCTION OF THE REVOLVING LOAN COMMITMENT
AMOUNT. The Company may, from time to time on any Business Day occurring after
the Closing Date, voluntarily reduce any Revolving Loan Commitment Amount;
PROVIDED, HOWEVER, that all such reductions shall require at least three
Business Days' prior notice to the Administrative Agent and any partial
reduction of any Revolving Loan Commitment Amount shall be in an aggregate
amount of $500,000 or any larger integral multiple of $100,000. Any such
reduction of any Revolving Loan Commitment Amount which reduces such Revolving
Loan Commitment Amount below the Letter of Credit Commitment Amount (or the
Swing Line Loan Commitment Amount) shall result in an automatic and
corresponding reduction of such Letter of Credit Commitment Amount (or the Swing
Line Loan Commitment Amount, as the case may be) to an aggregate amount not in
excess of the applicable Revolving Loan Commitment Amount, as so reduced,
without any further action on the part of the applicable Issuer (or the Swing
Line Lender, if applicable); PROVIDED, that any such reduction in any such
Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount
shall be reinstated to the extent that, whether pursuant to CLAUSE (c) of
SECTION 2.1.2 or otherwise, the corresponding Revolving Loan Commitment Amount
is thereafter increased.

SECTION 2.3 BORROWING PROCEDURES AND FUNDING MAINTENANCE. Loans
(other than Swing Line Loans) shall be made by the Lenders in accordance with
SECTION 2.3.1, and Swing Line Loans shall be made by the Swing Line Lender in
accordance with SECTION 2.3.2.

SECTION 2.3.1. TERM LOANS AND REVOLVING LOANS. By delivering a
Borrowing Request to the Administrative Agent on or before 12:00 noon, New York
time, on a Business Day, the Company may from time to time irrevocably request,
on not less than one Business Day's notice (in the case of Base Rate Loans) or
three Business Days' notice (in the case of LIBOR Loans) nor more than five
Business Days' notice, that a Borrowing be made in an aggregate amount of
$1,000,000 or any larger integral multiple of $500,000, or in the unused amount
of the applicable Commitment. No Borrowing Request shall be required, and the
minimum aggregate amounts specified under this SECTION 2.3.1 shall not apply, in
the case of Revolving Loans made under CLAUSE (b) of SECTION 2.3.2 to refund
Refunded Swing Line Loans or Revolving Loans deemed made under SECTION 2.6.2 in
respect of unreimbursed Disbursements. On the terms and subject to the
conditions of this Agreement, each Borrowing

shall be comprised of the type of Loans, and of the Tranche, and shall be made
on the Business Day, specified in such Borrowing Request. On or before 11:00
a.m., New York time, on such Business Day each Lender shall deposit with the
Administrative Agent same day funds in an amount equal to such Lender's
Percentage of the requested Borrowing. Such deposit will be made to an account
which the Administrative Agent shall specify from time to time by notice to the
Lenders. To the extent funds are received from the Lenders, the Administrative
Agent shall make such funds available to the Company by wire transfer to the
accounts the Company shall have specified in its Borrowing Request. No Lender's
obligation to make any Loan shall be affected by any other Lender's failure to
make any Loan.

SECTION 2.3.2. SWING LINE LOANS.

(a) By telephonic notice, promptly followed (within one Business Day)
by the delivery of a confirming Borrowing Request, to the Swing Line Lender and
the Administrative Agent on or before 3:00 p.m., New York City time, on the
Business Day the proposed Swing Line Loan is to be made, the Company may from
time to time irrevocably request that a Swing Line Loan be made by the Swing
Line Lender in a minimum principal amount of $250,000 or any larger integral
multiple of $100,000. All Swing Line Loans shall be made in U.S. Dollars as
Base Rate Loans and shall not be entitled to be converted into LIBOR Loans.
Upon receipt of notice from the Administrative Agent confirming the amount of
the requested Borrowing, the proceeds of each Swing Line Loan shall be made
available by the Swing Line Lender, by 3:30 p.m., New York City time, on the
Business Day telephonic notice is received by it as provided in this CLAUSE (a),
to the Company by wire transfer to the account the Company shall have specified
in its notice therefor.

(b) If any Default shall occur and be continuing, each Lender with a
Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees
that it will, at the request of the Swing Line Lender and upon notice from the
Administrative Agent, unless such Swing Line Loan shall have been earlier repaid
in full, make a Revolving Loan (which shall initially be funded as a Base Rate
Loan) in an amount equal to such Lender's Percentage in respect of the Revolving
Loan Commitments of the aggregate principal amount of all such Swing Line Loans
then outstanding (such outstanding Swing Line Loans hereinafter referred to as
the "REFUNDED SWING LINE LOANS"); PROVIDED, that the Swing Line Lender shall not
request, and no Lender with a Revolving Loan Commitment shall make, any Refunded
Swing Line Loan if, after giving effect to the making of such Refunded Swing
Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such
Lender, plus such Lender's Percentage in respect of the Revolving Loan
Commitments of the aggregate amount of all Letter of Credit Outstandings, would
exceed such Lender's Percentage of the then existing Revolving Loan Commitment
Amount. On or before 11:00 a.m. (New York City time) on the first Business Day
following receipt by each Lender of a request to make Revolving Loans as
provided in the preceding sentence, each such Lender with a Revolving Loan
Commitment shall deposit in an account specified by the Swing Line Lender the
amount so requested in same day funds and such funds shall be applied by the
Swing Line Lender to repay the Refunded Swing Line Loans. At the time the
aforementioned Lenders make the above referenced Revolving Loans, the Swing Line
Lender shall be deemed to have made, in consideration of the making of the
Refunded Swing Line Loans, a Revolving Loan in an amount equal to the Swing Line
Lender's Percentage in respect of the Revolving Loan Commitment of the aggregate
principal amount of the Refunded

Swing Line Loans. Upon the making (or deemed making, in the case of the Swing
Line Lender) of any Revolving Loans pursuant to this CLAUSE (b), the amount so
funded shall become outstanding as a Revolving Loan of such Lender and shall no
longer be a Swing Line Loan. All interest payable with respect to any Revolving
Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to
this CLAUSE (b) shall be appropriately adjusted to reflect the period of time
during which the Swing Line Lender had outstanding Swing Line Loans in respect
of which such Revolving Loans were made. Each Lender's obligation (in the case
of Lenders with a Revolving Loan Commitment) to make the Revolving Loans
referred to in this CLAUSE (b) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Swing Line Lender, the Company or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse
change in the condition (financial or otherwise) of the Company or any other
Obligor; (iv) the acceleration or maturity of any Loans or the termination of
any Commitment after the making of any Swing Line Loan; (v) any breach of this
Agreement or any other Loan Document by the Company or any Lender; or (vi) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing.

SECTION 2.4 CONTINUATION AND CONVERSION ELECTIONS. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
noon, New York City time, on a Business Day, the Company may from time to time
irrevocably elect, on not less than one Business Day's notice (in the case of a
conversion of LIBOR Loans to Base Rate Loans) or three Business Days' notice (in
the case of a continuation of LIBOR Loans or a conversion of Base Rate Loans
into LIBOR Loans) nor more than five Business Days' notice (in the case of any
Loans) that all, or any portion in a minimum amount of $1,000,000 or any larger
integral multiple of $500,000, of any Borrowing of Loans be, in the case of Base
Rate Loans, converted into LIBOR Loans or, in the case of LIBOR Loans, continued
as LIBOR Loans or converted into Base Rate Loans (in the absence of delivery of
a Continuation/Conversion Notice with respect to any Loan that is a LIBOR Loan
at least three Business Days before the last day of the then current Interest
Period with respect thereto, such LIBOR Loan shall automatically convert to a
Base Rate Loan); PROVIDED, HOWEVER, that (x) each such conversion or
continuation shall be pro rated among the applicable outstanding Loans of the
relevant Lenders, and (y) no portion of the outstanding principal amount of any
Loans may be continued as, or be converted into, LIBOR Loans when any Default
has occurred and is continuing.

SECTION 2.5 FUNDING. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBOR Loans hereunder by causing one of
its foreign branches or affiliates (or an international banking facility created
by such Lender) to make or maintain such LIBOR Loan, so long as such action does
not result in increased costs to the Company; PROVIDED, HOWEVER, that such LIBOR
Loan shall nonetheless be deemed to have been made and to be held by such
Lender, and the obligation of the Company to repay such LIBOR Loan shall
nevertheless be to such Lender for the account of such foreign branch, affiliate
or international banking facility; and PROVIDED, FURTHER, HOWEVER, that, except
for purposes of determining whether any such increased costs are payable by the
Company, such Lender shall cause such foreign branch, affiliate or international
banking facility to comply with the applicable provisions of CLAUSE (b) of
SECTION 4.6 with respect to such LIBOR Loan. In addition, the Company hereby
consents and agrees that, for purposes of any determination to be made for
purposes of SECTION

4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that each Lender elected
to fund all LIBOR Loans by purchasing deposits in its LIBOR Office's interbank
Eurodollar market.

SECTION 2.6 ISSUANCE PROCEDURES. By delivering to the applicable
Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon,
New York time, on a Business Day, the Company may, from time to time irrevocably
request, on not less than three nor more than ten Business Days' notice (or such
shorter or longer notice as may be acceptable to the applicable Issuer), in the
case of an initial issuance of a Letter of Credit, and not less than three nor
more than ten Business Days' notice (unless a shorter or longer notice period is
acceptable to the applicable Issuer) prior to the then existing Stated Expiry
Date of a Letter of Credit, in the case of a request for the extension of the
Stated Expiry Date of a Letter of Credit, that any Issuer that has a Letter of
Credit Commitment issue, or extend the Stated Expiry Date of, as the case may
be, an irrevocable Letter of Credit (whether issued for the account of or on
behalf of the Company or any of its Restricted Subsidiaries) in such form as may
be requested by the Company and approved by such Issuer, for the purposes
described in SECTION 7.1.9. Notwithstanding anything to the contrary contained
herein or in any separate application for any Letter of Credit, the Company
hereby acknowledges and agrees that it shall be obligated to reimburse the
applicable Issuer upon each Disbursement paid under a Letter of Credit, and it
shall be deemed to be the obligor for purposes of each such Letter of Credit
issued hereunder by such Issuer at the request of the Company (whether the
account party on such Letter of Credit is the Company or a Restricted Subsidiary
of the Company). Upon receipt of an Issuance Request, the Administrative Agent
shall promptly notify the applicable Issuer and each Lender that has a
Percentage of more than zero in respect of the Revolving Loan Commitments
thereof. Each Letter of Credit shall by its terms be stated to expire on a date
(its "STATED EXPIRY DATE") no later than the earlier to occur of (i) the sixth
anniversary of the Closing Date or (ii) one year from the date of its issuance;
PROVIDED, that, notwithstanding the terms of CLAUSE (II) above, a Letter of
Credit may, if required by the beneficiary thereof, contain "evergreen"
provisions pursuant to which the Stated Expiry Date shall be automatically
extended, unless notice to the contrary shall have been given to the beneficiary
by the applicable Issuer or the account party more than a specified period prior
to the then existing Stated Expiry Date. The applicable Issuer will make
available to the beneficiary thereof the original of each Letter of Credit which
it issues hereunder. In the event that the Issuer is other than the
Administrative Agent, such Issuer will send by facsimile transmission to the
Administrative Agent, promptly on the first Business Day of each week, its daily
maximum amount available to be drawn under the Letters of Credit issued by such
Issuer for the previous week. The Administrative Agent shall deliver to each
Lender upon each calendar month end, and upon each Letter of Credit fee payment,
a report setting forth the daily maximum amount available to be drawn for all
Issuers during such period.

SECTION 2.6.1. OTHER LENDERS' PARTICIPATION. Upon the issuance of
each Letter of Credit issued by an Issuer pursuant hereto, and without further
action, each Lender (other than such Issuer) that has a Revolving Loan
Commitment shall be deemed to have irrevocably purchased from such Issuer, to
the extent of its Percentage in respect of the Revolving Loan Commitments, and
such Issuer shall be deemed to have irrevocably granted and sold to such Lender
a participation interest in such Letter of Credit (including the Contingent
Liability and any Reimbursement Obligation and all rights with respect thereto),
and such Lender shall, to the extent of its Percentage in respect of the
Revolving Loan Commitments, be responsible for reimbursing promptly (and in any
event within one Business Day) the applicable

Issuer for Reimbursement Obligations which have not been reimbursed by the
Company in accordance with SECTION 2.6.3. In addition, such Lender shall, to the
extent of its Percentage in respect of the Revolving Loan Commitments, be
entitled to receive from the Administrative Agent a ratable portion of the
Letter of Credit fees payable pursuant to SECTION 3.3.3 with respect to each
Letter of Credit and of interest payable pursuant to SECTION 3.2 with respect to
any Reimbursement Obligation. To the extent that any Lender has reimbursed an
Issuer for a Disbursement as required by this Section, such Lender shall be
entitled to receive from the Administrative Agent its ratable portion of any
amounts subsequently received (from the Company or otherwise) in respect of such
Disbursement.

SECTION 2.6.2. DISBURSEMENTS; CONVERSION TO REVOLVING LOANS. Each
Issuer will notify the Company and the Administrative Agent promptly of the
presentment for payment of any drawing under any Letter of Credit issued by such
Issuer, together with notice of the date (the "DISBURSEMENT DATE") such payment
shall be made (each such payment, a "DISBURSEMENT"). Subject to the terms and
provisions of such Letter of Credit and this Agreement, such Issuer shall make
such payment to the beneficiary (or its designee) of such Letter of Credit.
Prior to 12:30 p.m., New York time, on the first Business Day following the
Disbursement Date (the "DISBURSEMENT DUE DATE"), the Company will reimburse the
Administrative Agent, for the account of such Issuer, for all amounts which such
Issuer has disbursed under such Letter of Credit, together with interest thereon
at the rate per annum otherwise applicable to Revolving Loans made as Base Rate
Loans from and including the Disbursement Date to but excluding the Disbursement
Due Date and, thereafter (unless such Disbursement is converted into a Revolving
Loan on the Disbursement Due Date), at a rate per annum equal to the rate per
annum then in effect with respect to overdue Revolving Loans made as Base Rate
Loans pursuant to SECTION 3.2.2 for the period from the Disbursement Due Date
through the date of such reimbursement; PROVIDED, HOWEVER, that, if no Default
shall have then occurred and be continuing, unless the Company has notified the
Administrative Agent no later than one Business Day prior to the Disbursement
Due Date that it will reimburse such Issuer for the applicable Disbursement,
then the amount of the Disbursement shall be deemed to be a Borrowing of
Revolving Loans which shall constitute Base Rate Loans, and following the giving
of notice thereof by the Administrative Agent to the applicable Lenders, each
Lender with a Revolving Loan Commitment (other than such Issuer) will deliver to
such Issuer on the Disbursement Due Date immediately available funds in an
amount equal to such Lender's Percentage of such Borrowing. Each conversion of
Disbursement amounts into Revolving Loans shall constitute a representation and
warranty by the Company that on the date of the making of such Revolving Loans
all of the statements set forth in SECTION 5.2.1 are true and correct.

SECTION 2.6.3. REIMBURSEMENT. The obligation (a "REIMBURSEMENT
OBLIGATION") of the Company under SECTION 2.6.2 to reimburse an Issuer with
respect to each Disbursement (including interest thereon) not converted into a
Revolving Loan pursuant to SECTION 2.6.2, and, upon the failure of the Company
to reimburse an Issuer and the giving of notice thereof by the Administrative
Agent to the applicable Lenders, each Lender's (to the extent it has a Revolving
Loan Commitment) obligation under SECTION 2.6.1 to reimburse such Issuer or fund
its Percentage of any Disbursement converted into a Revolving Loan, shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which the Company or such Lender,
as the case may be, may have or have had against such Issuer or any such Lender,
including any defense based upon

the failure of any Disbursement to conform to the terms of the applicable Letter
of Credit (if, in the applicable Issuer's good faith opinion, such Disbursement
is determined to be appropriate) or any non-application or misapplication by the
beneficiary of the proceeds of such Letter of Credit; PROVIDED, HOWEVER, that
after paying in full its Reimbursement Obligation hereunder, nothing herein
shall adversely affect the right of the Company or such Lender, as the case may
be, to commence any proceeding against the applicable Issuer for any wrongful
Disbursement made by such Issuer under a Letter of Credit as a result of acts or
omissions constituting gross negligence or willful misconduct on the part of
such Issuer.

SECTION 2.6.4. DEEMED DISBURSEMENTS. Upon the occurrence and during
the continuation of any Event of Default of the type described in CLAUSES (b)
through (d) of SECTION 8.1.9 with respect to any Obligor (other than Immaterial
Subsidiaries) or, with notice from the Administrative Agent acting at the
direction of the Required Lenders, upon the occurrence and during the
continuation of any other Event of Default,

(a) an amount equal to that portion of all Letter of Credit
Outstandings attributable to the then aggregate amount which is undrawn and
available under all Letters of Credit issued and outstanding shall, without
demand upon or notice to the Company or any other Person, be deemed to have
been paid or disbursed by the applicable Issuer under such Letters of
Credit (notwithstanding that such amount may not in fact have been so paid
or disbursed); and

(b) upon notification by the Administrative Agent to the Company of
its obligations under this Section, the Company shall be immediately
obligated to reimburse the applicable Issuer for the amount deemed to have
been so paid or disbursed by the applicable Issuer.

Any amounts so payable by the Company pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as collateral security
for the Obligations in connection with the Letters of Credit issued by the
applicable Issuer. At such time as the Events of Default giving rise to the
deemed disbursements hereunder shall have been cured or waived, the
Administrative Agent shall return to the Company all amounts then on deposit
with the Administrative Agent pursuant to this Section, together with accrued
interest at the Federal Funds Rate, which have not been applied to the
satisfaction of such Obligations.

SECTION 2.6.5. NATURE OF REIMBURSEMENT OBLIGATIONS. The Company and,
to the extent set forth in SECTION 2.6.1, each Lender with a Revolving Loan
Commitment, shall assume all risks of the acts, omissions or misuse of any
Letter of Credit by the beneficiary thereof. No Issuer (except to the extent of
its own gross negligence or willful misconduct) shall be responsible for:

(a) the form, validity, sufficiency, accuracy, genuineness or legal
effect of any Letter of Credit or any document submitted 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 the 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 otherwise of any
document or draft required in order to make a Disbursement under a Letter
of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to any Issuer or any Lender with an applicable
Revolving Loan Commitment 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 any Issuer in good faith (and not constituting gross negligence or
willful misconduct) shall be binding upon the Company, each Obligor and each
such Lender, and shall not put such Issuer under any resulting liability to the
Company, any Obligor or any such Lender, as the case may be.

SECTION 2.7 REGISTER; NOTES.

(a) Each Lender may maintain in accordance with its usual practice an
account or accounts evidencing the Indebtedness of the Company to such Lender
resulting from each Loan made by such Lender to the Company, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder. In the case of a Lender that does not request, pursuant to
CLAUSE (b)(ii) below, execution and delivery of a Note or Notes evidencing the
Loans made by such Lender to the Company, such account or accounts shall, to the
extent not inconsistent with the notations made by the Administrative Agent in
the Register, be conclusive and binding on the Company absent manifest error;
PROVIDED, HOWEVER, that the failure of any Lender to maintain such account or
accounts shall not limit or otherwise affect any Obligations of the Company or
any other Obligor.

(b) (i) The Company hereby designates the Administrative Agent to
serve as its agent, solely for the purpose of this CLAUSE (b), to maintain a
register (the "REGISTER") on which the Administrative Agent will record each
Lender's Commitments, the Loans made by each Lender and each repayment in
respect of the principal amount of the Loans of each Lender and annexed to which
the Administrative Agent shall retain a copy of each Lender Assignment Agreement
delivered to the Administrative Agent pursuant to SECTION 11.11.1. Failure to
make any recordation, or any error in such recordation, shall not affect the
Company's obligations in respect of such Loans. The entries in the Register
shall be conclusive, in the absence of manifest error, and the Company, the
Administrative Agent and the Lenders shall treat each Person in whose name a
Loan (and, as provided in CLAUSE (ii), the Note evidencing such Loan, if any) is
registered as the owner thereof for all purposes of this Agreement,
notwithstanding notice or any provision herein to the contrary. Any Commitment
of any Lender and the Loans made pursuant

thereto may be assigned or otherwise transferred in whole or in part only by
registration of such assignment or transfer in the Register. Any assignment or
transfer of any Commitment of any Lender or the Loans made pursuant thereto
shall be registered in the Register only upon delivery to the Administrative
Agent of a Lender Assignment Agreement duly executed by the assignor thereof. No
assignment or transfer of any Commitment of any Lender or the Loans made
pursuant thereto shall be effective unless such assignment or transfer shall
have been recorded in the Register by the Administrative Agent as provided in
this Section.

(ii) The Company agrees that, upon the request by any Lender to the
Administrative Agent, the Company will execute and deliver to such Lender, as
applicable, a Revolving Note, a Term-A Note, a Term-B Note and a Swing Line Note
evidencing the Loans made by such Lender to the Company. The Company hereby
irrevocably authorizes each Lender to make (or cause to be made) appropriate
notations on the grid attached to such Lender's Notes (or on any continuation of
such grid), which notations, if made, shall evidence, INTER ALIA, the date of,
the outstanding principal amount of, and the interest rate and Interest Period
applicable to the Loans evidenced thereby. Such notations shall, to the extent
not inconsistent with the notations made by the Administrative Agent in the
Register, be conclusive and binding on the Company absent manifest error;
PROVIDED, HOWEVER, that the failure of any Lender to make any such notations or
any error in any such notations shall not limit or otherwise affect any
Obligations of the Company or any other Obligor. The Loans evidenced by any such
Note and interest thereon shall at all times (including after assignment
pursuant to SECTION 11.11.1) be represented by one or more Notes payable to the
order of the payee named therein and its registered assigns. A Note and the
obligation evidenced thereby may be assigned or otherwise transferred in whole
or in part only by registration of such assignment or transfer of such Note and
the obligation evidenced thereby in the Register (and each Note shall expressly
so provide). Any assignment or transfer of all or part of an obligation
evidenced by a Note shall be registered in the Register only upon surrender for
registration of assignment or transfer of the Note evidencing such obligation,
accompanied by a Lender Assignment Agreement duly executed by the assignor
thereof, and thereupon, if requested by the assignee, one or more new Notes
shall be issued by the Company to the designated assignee and the old Note shall
be returned by the Administrative Agent to the Company marked "exchanged". No
assignment of a Note and the obligation evidenced thereby shall be effective
unless it shall have been recorded in the Register by the Administrative Agent
as provided in this Section.

ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1 REPAYMENTS AND PREPAYMENTS; APPLICATION.

SECTION 3.1.1. REPAYMENTS AND PREPAYMENTS. The Company shall repay in
full the unpaid principal amount of each Loan upon the Stated Maturity Date
therefor. Prior thereto, payments and repayments of Loans shall or may be made
as set forth below.

(a) From time to time on any Business Day, the Company may make a
voluntary prepayment, in whole or in part, of the outstanding principal amount
of any

(i) Loans (other than Swing Line Loans); PROVIDED, HOWEVER, that

(1) any such prepayment of the Loans of any Tranche shall be
made PRO RATA among Loans of such Tranche of the same type and, if
applicable, having the same Interest Period of all Lenders that have
made such Loans;

(2) the Company shall comply with SECTION 4.4 in the event
that any LIBOR Loan is prepaid on any day other than the last day of
the Interest Period for such Loan;

(3) all such voluntary prepayments shall require at least one
Business Day's notice in the case of Base Rate Loans, three Business
Days' notice in the case of LIBOR Loans, but no more than five
Business Days' notice in the case of any Loans, in each case in
writing to the Administrative Agent; and

(4) all such voluntary partial prepayments shall be in an
aggregate amount of $1,000,000 or any larger integral multiple of
$500,000 or in the aggregate principal amount of all Loans of the
applicable Tranche and type then outstanding; or

(ii) Swing Line Loans, PROVIDED that

(1) all such voluntary prepayments shall require prior
telephonic notice to the Swing Line Lender on or before 3:00 p.m.,
New York City time, on the day of such prepayment (such notice to be
confirmed in writing by the Company within 24 hours thereafter); and

(2) all such voluntary partial prepayments shall be in an
aggregate amount of $250,000 or any larger integral multiple of
$100,000 or in the aggregate principal amount of all Swing Line Loans
then outstanding.

(b) No later than five Business Days following the delivery by the
Company of the annual audited financial reports required pursuant to CLAUSE (b)
of SECTION 7.1.1 (beginning with the financial reports delivered in respect of
the Fiscal Year ending on January 31, 2001), the Company shall deliver to the
Administrative Agent a calculation of the Excess Cash Flow for the Fiscal Year
last ended and, no later than five Business Days following the delivery of such
calculation, make or cause to be made a mandatory prepayment of the Term Loans
in an amount equal to (i) 50% of the Excess Cash Flow (if any) for such Fiscal
Year LESS (ii) the aggregate amount of all voluntary prepayments of the
principal of the Term Loans actually made in such Fiscal Year pursuant to
CLAUSE (a) of SECTION 3.1.1, to be applied as set forth in SECTION 3.1.2;
PROVIDED, HOWEVER, that such prepayment shall only be required to be made to the
extent that the amount of Debt, as reduced by giving effect to such prepayment,
would result in a Leverage Ratio greater than or equal to 3.50:1 on a pro forma
basis as of the date of such prepayment. For purposes of calculating the pro
forma Leverage Ratio on the date of such prepayment under this CLAUSE (b) of
SECTION 3.1.1, EBITDA shall be determined for the Fiscal Year for which Excess
Cash Flow has been calculated.

(c) No later than (i) one Business Day (in the case of Net Debt
Proceeds) or (ii) 30 calendar days (in the case of Net Disposition Proceeds)
following the receipt of any Net Disposition Proceeds or Net Debt Proceeds by
Holdco, the Company or any of its Restricted Subsidiaries, the Company shall
deliver to the Administrative Agent a calculation of the amount of such Net
Disposition Proceeds or Net Debt Proceeds, as the case may be, and, to the
extent the amount of such Net Disposition Proceeds or Net Debt Proceeds, as the
case may be, with respect to any single transaction or series of related
transactions, exceeds $2,000,000, make or cause to be made a mandatory
prepayment of the Term Loans in an amount equal to 100% of such Net Disposition
Proceeds or Net Debt Proceeds, as the case may be, to be applied as set forth in
SECTION 3.1.2; PROVIDED, that no mandatory prepayment on account of such Net
Disposition Proceeds shall be required under this clause if the Company informs
the Agents no later than 30 days following the receipt of any Net Disposition
Proceeds of its or its Restricted Subsidiary's good faith intention to apply
such Net Disposition Proceeds to the acquisition of other assets or property
consistent with the Xxxxxxx Business (including by way of merger or investment)
within 365 days following the receipt of such Net Disposition Proceeds, with the
amount of such Net Disposition Proceeds unused after such 365 day period being
applied to the Loans as set forth in SECTION 3.1.2.

If, following the receipt by Holdco, the Company or any of its Restricted
Subsidiaries of any Net Disposition Proceeds, the Company is required to apply
or cause to be applied any portion of such Net Disposition Proceeds to prepay
any Indebtedness evidenced either (i) by the Senior Subordinated Bridge Notes
pursuant to the Senior Subordinated Bridge Note Agreement or (ii) by the Senior
Subordinated Notes pursuant to the Senior Subordinated Note Indenture, then,
notwithstanding anything contained in this CLAUSE (c), the Company shall prepay
the Loans and/or reduce the Revolving Loan Commitments as set forth in this
CLAUSE (c) so as to eliminate any obligation to prepay such Indebtedness.

(d) Concurrently with the consummation of any transaction giving rise
to any Net Equity Proceeds, the Company shall deliver to the Administrative
Agent a calculation of the amount of such Net Equity Proceeds, and no later than
five Business Days following the delivery of such calculation, and, to the
extent that the amount of such Net Equity Proceeds with respect to any single
transaction or series of related transactions exceeds $2,000,000, the Company
shall make or cause to be made a mandatory prepayment of the Term Loans in an
amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in
SECTION 3.1.2; PROVIDED, HOWEVER, that such prepayment shall only be required to
be made to the extent that the amount of Debt, as reduced by giving effect to
such prepayment, would result in a Leverage Ratio of greater than or equal to
3.50:1 on a pro forma basis as of the date of such prepayment. For purposes of
calculating the pro forma Leverage Ratio on the date of such prepayment under
this CLAUSE (d) of SECTION 3.1.1, EBITDA shall be determined for the period of
four Fiscal Quarters ending on the last day of the most recent Fiscal Quarter
for which financial statements have been delivered, or are required to have been
delivered, pursuant to Section 7.1.1(a) or (b).

(e) Not later than the 60th calendar day following the receipt by
Holdco, the Company or any other Restricted Subsidiary of any Casualty Proceeds
in excess of $2,000,000 (individually or in the aggregate over the course of a
Fiscal Year), the Company shall make or cause to be made a mandatory prepayment
of the Term Loans in an amount equal to 100% of such Casualty Proceeds, to be
applied as set forth in SECTION 3.1.2; PROVIDED, that no mandatory

prepayment on account of Casualty Proceeds shall be required under this clause
if the Company informs the Agents no later than 60 days following the occurrence
of the Casualty Event resulting in such Casualty Proceeds of its or its
Restricted Subsidiary's good faith intention to apply such Casualty Proceeds to
the rebuilding or replacement of the assets or property subject to such Casualty
Event or the acquisition of other assets or property consistent with the Xxxxxxx
Business (including by way of merger or Investment) and in fact uses such
Casualty Proceeds to rebuild or replace the assets or property subject to such
Casualty Event or to acquire such other property or assets within 365 days
following the receipt of such Casualty Proceeds, with the amount of such
Casualty Proceeds unused after such 365 day period being applied to the Loans
pursuant to SECTION 3.1.2; PROVIDED, FURTHER, HOWEVER, that at any time when any
Event of Default shall have occurred and be continuing or Casualty Proceeds not
applied as provided above shall exceed $2,000,000, such Casualty Proceeds will
be deposited in an account maintained with the Administrative Agent for
disbursement at the request of the Company to pay for such rebuilding,
replacement or acquisition.

(f) On each date when any reduction in the Revolving Loan Commitment
Amount shall become effective in respect of any Revolving Loan Commitment,
including pursuant to SECTION 2.2, the Company shall make a mandatory prepayment
of Revolving Loans and (if necessary) Swing Line Loans and (if necessary)
deposit with the Administrative Agent cash collateral for Letter of Credit
Outstandings in an aggregate amount equal to the excess, if any, of (A) the sum
of the aggregate outstanding principal amount of all Revolving Loans and Swing
Line Loans outstanding and Letter of Credit Outstandings over (B) the Revolving
Loan Commitment Amount as so reduced.

(g) On the Stated Maturity Date and on each Quarterly Payment Date
occurring during any period set forth below, the Company shall make a scheduled
repayment of the outstanding principal amount, if any, of its Term-A Loans (such
repayments to be applied as set forth in SECTION 3.1.2), in an aggregate amount
equal to the amount set forth below for such Stated Maturity Date or for each
Quarterly Payment Date occurring during such period, as applicable (as such
amounts may have otherwise been reduced pursuant to this Agreement); PROVIDED
that in the event that the aggregate principal amount of Term-A Loans
outstanding has been increased pursuant to CLAUSE (b) of SECTION 2.1.1, the
aggregate amount of repayments for the Stated Maturity Date and each remaining
Quarterly Payment Date occurring during any period set forth below shall be
increased by an amount which bears the same proportion to the aggregate amount
of all such additional Term-A Loans as the amount of such repayments for such
Quarterly Payment Date or Stated Maturity Date (determined prior to the
application of this provision in respect of such increase) bears to the
aggregate amount of all such remaining repayments (as so determined):

Scheduled
Principal
Period Repayment
---------------------- ---------------

Closing Date - 2/15/01 $ 0
2/16/01 - 2/15/02 $ 812,500
2/16/02 - 2/15/03 $1,625,000
2/16/03 - 2/15/04 $3,250,000

Scheduled
Principal
Period Repayment
---------------------- ---------------

2/16/04 - 2/15/05 $4,062,500
2/16/05 - 11/15/05 $6,500,000
Sixth Anniversary
of the Closing Date $6,500,000

(h) On the Stated Maturity Date and on each Quarterly Payment Date
occurring during any period set forth below, the Company shall make a scheduled
repayment of the outstanding principal amount, if any, of Term-B Loans, in an
aggregate amount equal to the amount set forth below for such Stated Maturity
Date or for each Quarterly Payment Date occurring during such period, as
applicable (as such amounts may have otherwise been reduced pursuant to this
Agreement); PROVIDED that, in the event that the aggregate principal amount of
Term-B Loans outstanding has been increased pursuant to CLAUSE (d) of SECTION
2.1.1, the aggregate amount of repayments for the Stated Maturity Date and each
remaining Quarterly Payment Date occurring during any period set forth below
shall be increased by an amount which bears the same proportion to the aggregate
amount of all such additional Term-B Loans as the amount of such repayments for
such Quarterly Payment Date or Stated Maturity Date (determined prior to the
application of this provision in respect of such increase) bears to the
aggregate amount of all such remaining repayments (as so determined):

Scheduled
Principal
Period Repayment
---------------------- ---------------

Closing Date - 2/15/07 $ 387,500
2/16/07 - 11/15/07 $35,940,625
Eighth Anniversary of $35,940,625
the Closing Date

(i) Following the prepayment in full of the Term Loans, on the date
the Term Loans would otherwise have been required to be prepaid on account of
any Net Disposition Proceeds, Net Debt Proceeds, Excess Cash Flow, Net Equity
Proceeds or Casualty Proceeds, the Company shall FIRST, prepay such Tranche or
Tranches of Revolving Loans and Swing Line Loans, to the extent then
outstanding, as the Company shall elect, and, SECOND, deposit with the
Administrative Agent cash collateral for Letter of Credit Outstandings, in an
aggregate amount equal to the amount by which the Term Loans would otherwise
have been required to be prepaid if Term Loans had been outstanding.

(j) Immediately upon any acceleration of the Stated Maturity Date of
any Loans or Obligations pursuant to SECTION 8.2 or SECTION 8.3, the Company
shall repay all outstanding Loans and other Obligations, unless, pursuant to
SECTION 8.3, only a portion of all Loans and other Obligations are so
accelerated (in which case the portion so accelerated shall be so prepaid).

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by SECTION 4.4. No prepayment of
principal of any Revolving Loans or Swing Line Loans pursuant to CLAUSE (a) or
(i) of this SECTION 3.1.1 shall cause a reduction in the Revolving Loan
Commitment Amount or the Swing Line Loan Commitment Amount, as the case may be.
Any Letter of Credit outstanding that is cash collateralized pursuant to CLAUSE
(f) or (i) of this SECTION 3.1.1 shall not thereafter, so long as, and to the
extent that, such Letter of Credit remains so cash collateralized, be considered
to be outstanding for purposes of (but only for purposes of) such CLAUSE (f) or
(i) of this SECTION 3.1.1.

SECTION 3.1.2. APPLICATION.

(a) Subject to CLAUSE (b) below, each prepayment or repayment of
principal of the Loans of any Tranche shall be applied, to the extent of such
prepayment or repayment, FIRST, to the principal amount thereof being maintained
as Base Rate Loans, and SECOND, to the principal amount thereof being maintained
as LIBOR Loans; PROVIDED, that prepayments or repayments of LIBOR Loans not made
on the last day of the Interest Period with respect thereto, shall be prepaid or
repaid subject to the provisions of SECTION 4.4 (together with a payment of all
accrued interest). Any mandatory prepayments of LIBOR Loans made pursuant to
CLAUSES (c) and (d) of SECTION 3.1.1, if not made on the last day of the
Interest Period with respect thereto, shall, at the Company's option, so long as
no Default has occurred and is continuing, be prepaid subject to the provisions
of SECTION 4.4, or the amount required to be applied to the prepayment of LIBOR
Loans (after application to any Base Rate Loans) shall be deposited with the
Administrative Agent as cash collateral for such Loans on terms reasonably
satisfactory to the Administrative Agent and thereafter shall be applied in the
order of the Interest Periods next ending most closely to the date of receipt of
the proceeds in respect of which such prepayment is required to be made and on
the last day of each such Interest Period (together with a payment of all
interest that is due on the last day of each such Interest Period pursuant to
CLAUSE (d) of SECTION 3.2.3).

(b) Each prepayment of Term Loans made pursuant to CLAUSES (a), (b),
(c), (d), (e), (g) and (h) of SECTION 3.1.1 shall be applied, (i) on a PRO RATA
basis, to the outstanding principal amount of (A) in the case of CLAUSES (a),
(b), (c), (d) and (e), all remaining Term-A Loans and Term-B Loans and (B) in
the case of CLAUSES (g) and (h), all remaining Term-A Loans or Term-B Loans, as
the case may be, and (ii) in respect of each Tranche of Term Loans, in direct
order of maturity of the remaining scheduled quarterly amortization payments in
respect thereof, until all such Term-A Loans and Term-B Loans have been paid in
full; PROVIDED that if the Company at any time elects in writing, in its sole
discretion, to permit any Lender that has Term-B Loans outstanding to decline to
have such Loans prepaid pursuant to CLAUSE (a), (b), (c), (d) or (e) of SECTION
3.1.1, then any Lender having Term-B Loans outstanding may, by delivering a
notice to the Agents at least one Business Day prior to the date that such
prepayment is to be made, decline to have such Loans prepaid with the amounts
set forth above, in which case 50% of the amounts that would have been applied
to a prepayment of such Lender's Term-B Loans shall instead be applied to a
prepayment of the Term-A Loans (until paid in full), with the balance being
retained by the Company and its Restricted Subsidiaries.

SECTION 3.2 INTEREST PROVISIONS. Interest on the outstanding
principal amount of the Loans shall accrue and be payable in accordance with
this SECTION 3.2.

SECTION 3.2.1. RATES.

(a) Each Base Rate Loan shall accrue interest on the unpaid principal
amount thereof for each day from and including the day upon which such Loan was
made or converted to a Base Rate Loan to but excluding the date such Loan is
repaid or converted to a LIBOR Loan at a rate per annum equal to the sum of the
Alternate Base Rate for such day plus the Applicable Margin for such Loan on
such day.

(b) Each LIBOR Loan shall accrue interest on the unpaid principal
amount thereof for each day during each Interest Period applicable thereto at a
rate per annum equal to the sum of the LIBOR (Reserve Adjusted) for such
Interest Period plus the Applicable Margin for such Loan on such day.

All LIBOR Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBOR Loan.

SECTION 3.2.2. POST-MATURITY RATES. After the date any principal
amount of any Loan shall have become due and payable (whether on the applicable
Stated Maturity Date, upon acceleration or otherwise), or any other monetary
Obligation (other than overdue Reimbursement Obligations which shall bear
interest as provided in SECTION 2.6.2) of the Company shall have become due and
payable, the Company shall pay, but only to the extent permitted by law,
interest (after as well as before judgment) on such amounts at a rate per annum
equal to (i) in the case of any overdue principal of Loans, overdue interest
thereon, overdue commitment fees or other overdue amounts in respect of Loans or
other obligations (or the related Commitments) under a particular Tranche, the
rate that would otherwise be applicable to Base Rate Loans under such Tranche
pursuant to SECTION 3.2.1 plus 2%, and (ii) in the case of other overdue
monetary Obligations, the rate that would otherwise be applicable to Revolving
Loans that were Base Rate Loans plus 2%.

SECTION 3.2.3. PAYMENT DATES. Interest accrued on each Loan shall be
payable, without duplication:

(a) on the Stated Maturity Date therefor;

(b) in the case of a LIBOR Loan, on the date of any payment or
prepayment, in whole or in part, of principal outstanding on such Loan, to
the extent of the unpaid interest accrued through such date on the
principal so paid or prepaid;

(c) with respect to Base Rate Loans, on each Quarterly Payment Date
occurring after the date of the initial Credit Extension hereunder;

(d) with respect to LIBOR Loans, on the last day of each applicable
Interest Period (and, if such Interest Period shall exceed three months, at
intervals of three months after the first day of such Interest Period); and

(e) on that portion of any Loans the Stated Maturity Date of which is
accelerated pursuant to SECTION 8.2 or SECTION 8.3, immediately upon such
acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

SECTION 3.3 FEES. The Company agrees to pay the fees set forth in
this SECTION 3.3. All such fees shall be non-refundable.

SECTION 3.3.1. COMMITMENT FEE. The Company agrees to pay to the
Administrative Agent for the account of each Lender that has a Revolving Loan
Commitment, for each day during the period (including any portion thereof when
any of the Lenders' Revolving Loan Commitments are suspended by reason of the
Company's inability to satisfy any condition of ARTICLE V) commencing on the
Closing Date and continuing to but excluding the Revolving Loan Commitment
Termination Date, a commitment fee on such Lender's Percentage of the unused
portion, whether or not then available, of the Revolving Loan Commitment Amount
(net of Letter of Credit Outstandings) for such day at a rate per annum equal to
the Applicable Commitment Fee for such day. Such commitment fee shall be
payable by the Company in arrears on each Quarterly Payment Date, commencing
with the first such day following the Closing Date and on the Revolving Loan
Commitment Termination Date. The making of Swing Line Loans shall not
constitute usage of the applicable Revolving Loan Commitment with respect to the
calculation of commitment fees to be paid by the Company to the applicable
Lenders. Payments by the Company to the Swing Line Lender in respect of accrued
interest on Swing Line Loans shall be net of the commitment fee payable in
respect of the Swing Line Lender's Revolving Loan Commitment.

SECTION 3.3.2. ADMINISTRATIVE AGENT FEE. The Company agrees to pay an
annual administration fee to the Administrative Agent, for its own account, in
the amount set forth in the Administrative Agent Fee Letter, payable in advance
on the Closing Date and annually thereafter.

SECTION 3.3.3. LETTER OF CREDIT FEE. The Company agrees to pay to the
Administrative Agent, for the PRO RATA account of the applicable Issuer and each
other Lender that has a Revolving Loan Commitment, a Letter of Credit fee for
each day on which there shall be any Letters of Credit outstanding, at a rate
per annum equal to the then Applicable Margin for Revolving Loans maintained as
LIBOR Loans MULTIPLIED BY the Stated Amount of each such Letter of Credit, such
fees being payable quarterly in arrears on each Quarterly Payment Date. The
Company further agrees to pay to the applicable Issuer quarterly in arrears on
each Quarterly Payment Date, an issuance fee at the rates agreed between the
Company and such Issuer. The Company further agrees to pay to the applicable
Issuer usual and customary administrative fees in connection with the issuance
of, drawings under and amendments to Letters of Credit.

ARTICLE IV
CERTAIN LIBOR AND OTHER PROVISIONS

SECTION 4.1 LIBOR LENDING UNLAWFUL. If any Lender shall determine
(which determination shall, in the absence of manifest error, upon notice
thereof to the Company and the Lenders, be conclusive and binding on the
Company) that the introduction of or any change in or in the interpretation of
any law, in each case after the date upon which such Lender shall have become a
Lender hereunder, makes it unlawful, or any central bank or other governmental
authority asserts, after such date, that it is unlawful, for such Lender to
make, continue or maintain any Loan as, or to convert any Loan into, a LIBOR
Loan, the obligations of such Lender to make, continue, maintain or convert any
Loans as or to LIBOR Loans shall, upon such determination, forthwith be
suspended until such Lender shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist, which such Lender shall
do promptly upon obtaining actual knowledge of such change in circumstances
(PROVIDED that the rights and benefits of such Lender under this clause relating
to any period prior to such failure to give prompt notice shall not be limited
or otherwise adversely affected as a result of such failure) (with the date of
such notice being the "REINSTATEMENT DATE"), and (i) all LIBOR Loans previously
made by such Lender shall automatically convert into Base Rate Loans at the end
of the then current Interest Periods with respect thereto or sooner, if required
by such law or assertion, and (ii) all Loans thereafter to be made by such
Lender and outstanding prior to the Reinstatement Date shall be made as Base
Rate Loans, with interest thereon being payable on the same date that interest
is payable with respect to the corresponding Borrowing of LIBOR Loans made by
Lenders not so affected.

SECTION 4.2 DEPOSITS UNAVAILABLE. If the Administrative Agent
shall have determined that

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

(b) by reason of circumstances affecting the Administrative Agent's
relevant market, adequate means do not exist for ascertaining the interest
rate applicable hereunder to LIBOR Loans,

then, upon notice from the Administrative Agent to the Company and the Lenders,
the obligations of all Lenders under SECTION 2.3 and SECTION 2.4 to make or
continue any Loans as, or to convert any Loans into, LIBOR Loans shall forthwith
be suspended until the Administrative Agent shall notify the Company and the
Lenders that the circumstances causing such suspension no longer exist, which
the Administrative Agent shall do promptly upon obtaining actual knowledge of
such change in circumstances (PROVIDED that the rights and benefits of the
Administrative Agent under this clause relating to any period prior to such
failure to give prompt notice shall not be limited or otherwise adversely
affected as a result of such failure).

SECTION 4.3 INCREASED LIBOR LOAN COSTS, ETC. The Company agrees
to reimburse each Lender for any increase in the cost to such Lender of, or
any reduction in the amount of any sum receivable by such Lender in respect
of, making, continuing or maintaining (or of its obligation to make, continue
or maintain) any Loans as, or of converting (or of its

obligation to convert) any Loans into, LIBOR Loans (excluding any amounts,
whether or not constituting Taxes, referred to in SECTION 4.6) arising as a
result of any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of
law) of any court, central bank, regulator or other governmental authority that
occurs after the date upon which such Lender became a Lender hereunder. Such
Lender shall promptly notify the Administrative Agent and the Company in writing
of the occurrence of any such event, such notice to state, in reasonable detail,
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 by the Company directly to such Lender within five days of its
receipt of such notice, and such notice shall, in the absence of manifest error,
be conclusive and binding on the Company.

SECTION 4.4 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 LIBOR
Loan, but excluding any loss of margin after the date of any such conversion,
repayment, prepayment or failure to borrow, continue or convert) as a result of

(a) any conversion or repayment or prepayment of the principal amount
of any LIBOR Loans on a date other than the scheduled last day of the
Interest Period applicable thereto, whether pursuant to SECTION 3.1 or
otherwise;

(b) any Loans not being borrowed as LIBOR Loans in accordance with
the Borrowing Request therefor; or

(c) any Loans not being continued as, or converted into, LIBOR Loans
in accordance with the Continuation/Conversion Notice therefor,

then, upon the written notice of such Lender to the Company (with a copy to the
Administrative Agent), the Company shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense.
Such written notice (which shall include calculations in reasonable detail)
shall, in the absence of manifest error, be conclusive and binding on the
Company.

SECTION 4.5 INCREASED CAPITAL COSTS. If any change in, or
the introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority, in each case occurring after the applicable
Lender becomes a Lender hereunder, affects or would affect the amount of capital
required or expected to be maintained by any Lender or any Person controlling
such Lender, and such Lender determines (in its reasonable discretion) that the
rate of return on its or such controlling Person's capital as a consequence of
its Commitments, participation in Letters of Credit or the Loans made by such
Lender is reduced to a level below that which such Lender or such controlling
Person could have achieved but for the occurrence of any such circumstance,
then, in any such case upon notice from time to time by such Lender to the
Company, which

such Lender shall give promptly upon its obtaining actual knowledge of such
circumstance (PROVIDED that the rights and benefits of such Lender under this
clause relating to any period prior to such failure to give prompt notice shall
not be limited or otherwise adversely affected as a result of such failure), the
Company shall immediately pay directly to such Lender additional amounts
sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return. A statement of such Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Company. In determining such amount, such Lender may use any method of
averaging and attribution that it (in its sole and absolute discretion) shall
deem applicable; PROVIDED, that such Lender may not impose materially greater
costs on the Company than on other similarly situated borrowers by virtue of any
such averaging or attribution method.

SECTION 4.6 TAXES.

(a) All payments by the Company of principal of, and interest on, the
Loans and all other amounts payable hereunder or under any other Loan Document
(including Reimbursement Obligations, fees and expenses) shall be made free and
clear of and without deduction for any present or future income, excise, stamp
or franchise taxes and other taxes, fees, duties, withholdings or other charges
of any nature whatsoever imposed by any taxing authority, from or through which
payments originate or are made or deemed made by or to the Company, but
excluding (i) any income, excise, stamp or franchise taxes and other similar
taxes, fees, duties, withholdings or other charges imposed on any Lender or any
of the Agents by a jurisdiction under the laws of which such Lender or Agent is
organized or in which the principal executive office is located, or otherwise as
a result of a present or former connection between the applicable lending office
(or office through which it performs any of its actions as Lender or Agent) of
such Lender or Agent, and the jurisdiction of the governmental authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from such Agent or such
Lender having executed, delivered or performed its obligations or received a
payment under, or taken any action to enforce, this Agreement or any Note) or
(ii) any income, excise, stamp or franchise taxes and other similar taxes, fees,
duties, withholdings or other charges to the extent that they are in effect and
would apply (x) as of the date any Person becomes a Lender or Assignee Lender,
or (y) as of the date that any Lender changes its applicable lending office, to
the extent such taxes become applicable as a result of such change (other than a
change in an applicable lending office made pursuant to SECTION 4.10 below)
(such non-excluded items being called "TAXES"). In the event that any
withholding or deduction from any payment to be made by the Company hereunder is
required in respect of any Taxes pursuant to any applicable law, rule or
regulation, then the Company will (i) pay directly to the relevant taxing
authority the full amount required to be so withheld or deducted, (ii) promptly
forward to the Administrative Agent an official receipt or other documentation
available to the Company reasonably satisfactory to the Administrative Agent
evidencing such payment to such authority, and (iii) pay to the Administrative
Agent for the account of the applicable Lenders such additional amount or
amounts as is necessary to ensure that the net amount actually received by each
such Lender will equal the full amount such applicable Lender would have
received had no such withholding or deduction been required, PROVIDED, HOWEVER,
that the Company shall not be required to pay any such additional amounts in
respect of amounts payable to any Non-U.S. Lender or any Agent that is not
organized under the laws of the United States or a state thereof to the extent
that the related tax is imposed (or an

exemption therefrom is not available) as a result of such Lender or Agent
failing to comply with the requirements of CLAUSE (b) of SECTION 4.6.

Moreover, if any Taxes are directly asserted against either of the
Agents or any Lender with respect to any payment received by such Agent or such
Lender hereunder, such Agent or such Lender may pay such Taxes and the Company
will, upon written demand therefor, promptly pay to such Person such additional
amount (including any penalties, interest or expenses) as is necessary in order
that the net amount received by such Person (including any Taxes on such
additional amount) shall equal the amount of such Taxes paid by such Person;
PROVIDED, HOWEVER, that the Company shall not be obligated to make payment to
the Lenders or the Agents (as the case may be) pursuant to this sentence in
respect of penalties or interest attributable to any Taxes, if written demand
therefor has not been made by such Lenders or the Agents within 60 days from the
date on which such Lenders or the Agents knew of the imposition of Taxes by the
relevant taxing authority or for any additional imposition which may arise from
the failure of the Lenders or the Agents to apply payments in accordance with
the applicable tax law after the Company has made the payments required
hereunder; PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to
pay any such additional amounts in respect of any amounts payable to any
Non-U.S. Lender or any Agent that is not organized under the laws of the United
States or a state thereof to the extent the related Tax is imposed as a result
of such Lender or Agent failing to comply with the requirements of CLAUSE (b) of
SECTION 4.6. After a Lender or an Agent (as the case may be) learns of the
imposition of Taxes, such Lender or Agent will act in good faith to notify the
Company of its obligations hereunder as soon as reasonably possible.

If the Company fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account
of the respective Lenders, the required receipts or other required documentary
evidence, the Company shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure.

(b) Each Non-U.S. Lender shall, (i) on or prior to the date of the
execution and delivery of this Agreement, in the case of each Lender listed on
the signature pages hereof, or, in the case of an Assignee Lender, on or prior
to the date it becomes a Lender, execute and deliver to the Company and the
Administrative Agent, two or more (as the Company or the Agents may reasonably
request) United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN (or
successor forms) establishing such Lender's exemption from United States federal
withholding tax or, solely if such Lender is claiming exemption from United
States withholding tax under SECTION 871(h) OR 881(c) of the Code with respect
to payments of "portfolio interest", United States Internal Revenue Service
Forms W-8BEN and a certificate signed by a duly authorized officer of such
Lender representing that such Lender is not a "bank" (within the meaning of
SECTION 881(c)(3)(A) of the Code), is not a 10 percent shareholder (within the
meaning of SECTION 871(h)(3)(B) of the Code) with respect to the Company and is
not a controlled foreign corporation with respect to which the Company is a
related person (within the meaning of SECTION 864(d)(4) of the Code) or such
other forms or documents (or successor forms or documents), appropriately
completed, establishing that payments to such Lender are exempt from withholding
or deduction of Taxes imposed by the United States; and (ii) deliver to the
Company and the Administrative Agent two further copies of any such form or
document on or

before the date that any such form or document expires or becomes obsolete and
after the occurrence of any event requiring a change in the most recent such
form or document previously delivered by it to the Company. Each Lender and each
Agent agrees, to the extent reasonable and without material cost to it, to
provide to the Company and the Administrative Agent such other applicable forms
or certificates as would reduce or eliminate any Tax otherwise applicable.

(c) If the Company determines in good faith that a reasonable basis
exists for contesting the imposition of a Tax with respect to a Lender or either
of the Agents, the relevant Lender or Agent, as the case may be, shall
reasonably cooperate with the Company in challenging such Tax at the Company's
expense if requested by the Company; PROVIDED, HOWEVER, that nothing in this
SECTION 4.6 shall require any Lender to submit to the Company or any other
Person any tax returns or any part thereof, or to prepare or file any tax
returns other than as such Lender in its sole discretion shall determine.

(d) If a Lender or an Agent shall receive a refund (including any
offset or credits) from a taxing authority (as a result of any error in the
imposition of Taxes by such taxing authority) of any Taxes paid by the Company
pursuant to CLAUSE (a) above, such Lender or the Agent (as the case may be)
shall promptly pay the Company the amount so received, with interest from the
taxing authority with respect to such refund, net of any tax liability incurred
by such Lender or Agent that is attributable to the receipt of such refund and
such interest.

(e) Each Lender and each Agent agrees, to the extent reasonable and
without material cost to it, to cooperate with the Company to minimize any
amounts payable by the Company under this SECTION 4.6; PROVIDED, HOWEVER, that
nothing in this SECTION 4.6 shall require any Lender to take any action which,
in the sole discretion of such Lender, is inconsistent with its internal policy
and legal and regulatory restrictions.

(f) Notwithstanding anything expressed or implied to the contrary in
this Agreement or any other Loan Document (including any schedule or exhibit to
any of the foregoing), this SECTION 4.6 (and SECTION 4.11 insofar as it relates
to SECTION 4.6) shall constitute the complete and exclusive understanding of the
parties in respect of all matters relating to any Taxes (including interest
thereon, additions thereto and penalties in connection therewith).

SECTION 4.7 PAYMENTS, COMPUTATIONS, ETC. Unless otherwise expressly
provided, all payments by or on behalf of the Company pursuant to this Agreement
or any other Loan Document shall be made by the Company to the Administrative
Agent for the PRO RATA account of the Lenders, Agents or Arranger, as
applicable, entitled to receive such payment. All such payments required to be
made to the Administrative Agent shall be made, without setoff, deduction or
counterclaim, not later than 1:00 p.m., New York 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 Company. Funds received after
that time shall be deemed to have been received by the Administrative Agent on
the next succeeding Business Day. The Administrative Agent shall promptly remit
in same day funds to each Lender, Agent or Arranger, as the case may be, its
share, if any, of such payments received by the Administrative Agent for the
account of such Lender, Agent or Arranger, as the case may be. 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 (or, in the case of interest on a Base Rate Loan, 365 days or, if
appropriate, 366 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 (i) of the definition of the term "INTEREST
PERIOD") be made on the next succeeding Business Day and such extension of
time shall be included in computing interest and fees, if any, in connection
with such payment.

SECTION 4.8 SHARING OF PAYMENTS. If any Lender shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Loan or Reimbursement Obligations (other
than pursuant to the terms of SECTIONS 4.3, 4.4 and 4.5) in excess of its PRO
RATA share of payments then or therewith obtained by all Lenders entitled
thereto, such Lender shall purchase from the other Lenders such participation in
the Credit Extensions made by them 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 each Lender which has sold a participation
to the purchasing Lender shall repay to the purchasing Lender the purchase price
to the ratable extent of such recovery together with an amount equal to such
selling Lender's ratable share (according to the proportion of (i) the amount of
such selling Lender's required repayment to the purchasing Lender in respect of
such recovery to (ii) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Company 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 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Company 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 4.9 SETOFF. Each Lender shall, upon the occurrence of any
Event of Default described in CLAUSES (b) through (d) of SECTION 8.1.9 with
respect to any Obligor (other than Immaterial Subsidiaries) or, with the consent
of the Required Lenders, upon the occurrence of any other Event of Default, to
the fullest extent permitted by law, have the right to appropriate and apply to
the payment of the Obligations then due to it from the Company, and (as security
for such Obligations) the Company hereby grants to each Lender a continuing
security interest in, any and all balances, credits, deposits, accounts or
moneys of the Company (general or special, matured or unmatured and in whatever
currencies denominated) then or thereafter maintained with or otherwise held by
such Lender; PROVIDED, HOWEVER, that any such appropriation and application
shall be subject to the provisions of SECTION 4.8. Each Lender agrees promptly
to notify the Company and the Administrative Agent after any such setoff and
application made by such Lender; PROVIDED, HOWEVER, that the failure to give
such notice shall not affect the validity of such setoff and application. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law or otherwise)
which such Lender may have.

SECTION 4.10 MITIGATION. Each Lender agrees that if it makes any
demand for payment under SECTIONS 4.3, 4.4, 4.5 or 4.6, or if any adoption or
change of the type described in SECTION 4.1 shall occur with respect to it, it
will use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be disadvantageous
to it, as determined in its sole discretion) to designate a different lending
office if the making of such a designation would reduce or obviate the need for
the Company to make payments under SECTION 4.3, 4.4, 4.5 or 4.6, or would
eliminate or reduce the effect of any adoption or change described in SECTION
4.1.

SECTION 4.11 REPLACEMENT OF LENDERS. Each Lender hereby severally
agrees as set forth in this Section. If any Lender (a "SUBJECT LENDER")
(i) makes demand upon the Company for (or if the Company is otherwise required
to pay) amounts pursuant to SECTION 4.3, 4.5 or 4.6, (ii) gives notice pursuant
to SECTION 4.1 requiring a conversion of such Subject Lender's LIBOR Loans to
Base Rate Loans or any change in the basis upon which interest is to accrue in
respect of such Subject Lender's LIBOR Loans or suspending such Lender's
obligation to make Loans as, or to convert Loans into, LIBOR Loans,
(iii) becomes a Non-Consenting Lender or (iv) becomes a Non-Funding Lender, the
Company may, within 180 days of receipt by the Company of such demand or notice
(or the occurrence of such other event causing the Company to be required to pay
such compensation) or within 180 days of such Lender becoming a Non-Consenting
Lender or a Non-Funding Lender, as the case may be, give notice (a "REPLACEMENT
NOTICE") in writing to the Agents and such Subject Lender of its intention to
replace such Subject Lender with a financial institution (a "REPLACEMENT
LENDER") designated in such Replacement Notice. If the Agents shall, in the
exercise of their reasonable discretion and within 30 days of their receipt of
such Replacement Notice, notify the Company and such Subject Lender in writing
that the designated financial institution is satisfactory to the Agents (such
consent not being required where the Replacement Lender is already a Lender),
then such Subject Lender shall, subject to the payment of any amounts due
pursuant to SECTION 4.4, assign, in accordance with SECTION 11.11.1, all of its
Commitments, Loans and other rights and obligations under this Agreement and all
other Loan Documents (including, without limitation, Reimbursement Obligations)
to such designated financial institution; PROVIDED, HOWEVER, that (i) such
assignment shall be without recourse, representation or warranty and shall be on
terms and conditions reasonably satisfactory to such Subject Lender and such
designated financial institution and (ii) the purchase price paid by such
designated financial institution shall be in the amount of such Subject Lender's
Loans and its Percentage in respect of the Revolving Loan Commitment of such
Reimbursement Obligations, together with all accrued and unpaid interest and
fees in respect thereof, plus all other amounts (including the amounts demanded
and unreimbursed under SECTIONS 4.3, 4.5 and 4.6), owing to such Subject Lender
hereunder. Upon the effective date of an assignment described above, the
designated financial institution or Replacement Lender shall become a "Lender"
for all purposes under this Agreement and the other Loan Documents.

ARTICLE V
CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1 INITIAL CREDIT EXTENSION. The obligations of the
Lenders and the Issuers to fund the initial Credit Extension shall be subject to
the prior or concurrent satisfaction of each of the conditions precedent set
forth in this SECTION 5.1.

SECTION 5.1.1. RESOLUTIONS, ETC. The Agents shall have received from
each Obligor a certificate, dated the date of the initial Credit Extension, of
its Secretary or Assistant Secretary as to (i) resolutions of its Board of
Directors then in full force and effect authorizing the execution, delivery and
performance of each Loan Document to be executed by it, and (ii) the incumbency
and signatures of those of its officers authorized to act with respect to each
Loan Document executed by it, upon which certificate each Agent and each Lender
may conclusively rely until it shall have received a further certificate of the
Secretary or Assistant Secretary of such Obligor canceling or amending such
prior certificate.

SECTION 5.1.2. TRANSACTION DOCUMENTS. The Agents shall have received
(with copies for each Lender that shall have expressly requested copies thereof)
copies of fully executed versions of the Transaction Documents, certified to be
true and complete copies thereof by an Authorized Officer of the Company. The
Merger Agreement shall be in full force and effect and shall not have been
modified or waived in any material respect, nor shall there have been any
forbearance to exercise any material rights with respect to any of the terms or
provisions relating to the conditions to the consummation of the Merger set
forth in the Merger Agreement unless otherwise agreed to by the Required
Lenders;

SECTION 5.1.3. CONSUMMATION OF MERGER. The Agents shall have received
evidence satisfactory to each of them that all actions necessary to consummate
the Merger (including the filing of the Certificate of Merger with the Secretary
of State of the State of Minnesota) shall have been taken in accordance with
SECTION 302A.673 of the Business Corporation Act of the State of Minnesota.

SECTION 5.1.4. CLOSING DATE CERTIFICATE. Each of the Agents shall
have received, with copies for each Lender, the Closing Date Certificate,
substantially in the form of EXHIBIT D hereto, dated the date of the initial
Credit Extension and duly executed and delivered by an Authorized Officer of the
Company, in which certificate the Company shall agree and acknowledge that the
statements made therein shall be deemed to be true and correct representations
and warranties of the Company made as of such date under this Agreement, and, at
the time such certificate is delivered, such statements shall in fact be true
and correct.

SECTION 5.1.5. DELIVERY OF NOTES. The Agents shall have received, for
the account of each Lender that shall have requested a Note not less than two
Business Days prior to the Closing Date, a Note of the Company in respect of
each applicable Tranche duly executed and delivered by the Company.

SECTION 5.1.6. SUBSIDIARY GUARANTY. The Agents shall have received
the Subsidiary Guaranty, dated the date hereof, duly executed and delivered by
an Authorized

Officer of each Restricted Subsidiary of the Company that is a U.S.
Subsidiary in existence on the date of the initial Credit Extension (after
giving effect to the Merger).

SECTION 5.1.7. PLEDGE AGREEMENTS. The Agents shall have received
executed counterparts of

(a) (i) the Holdco Pledge Agreement, dated as of the date hereof,
duly executed by an Authorized Officer of Holdco, together with the
certificates evidencing all of the issued and outstanding shares of Capital
Stock of the Company which shall be pledged pursuant to the Holdco Pledge
Agreement, which certificates shall be accompanied by undated stock powers
duly executed in blank; and (ii) the Company Pledge Agreement, dated as of
the date hereof, duly executed by an Authorized Officer of the Company,
together with (i) the certificates evidencing all of the issued and
outstanding shares of Capital Stock of each Restricted Subsidiary of the
Company which shall be pledged pursuant to the Company Pledge Agreement,
which certificates shall in each case be accompanied by undated stock
powers duly executed in blank and (ii) the Intercompany Note and any other
intercompany notes between the Company and its Restricted Subsidiaries (if
any) which shall be pledged pursuant to the Company Pledge Agreement duly
indorsed to the order of the Administrative Agent; and

(b) the Subsidiary Pledge Agreement, dated as of the date hereof,
duly executed by an Authorized Officer of each Restricted Subsidiary of the
Company (after giving effect to the Transaction) which is a U.S.
Subsidiary, together with the certificates evidencing all of the issued and
outstanding shares of Capital Stock of each indirect Restricted Subsidiary
of the Company which shall be pledged pursuant to such Subsidiary Pledge
Agreement, which certificates shall in each case be accompanied by undated
stock powers duly executed in blank;

PROVIDED, HOWEVER, that neither the Company nor any of its Restricted
Subsidiaries shall be required to pledge in excess of 65% of the outstanding
voting stock of any Non-U.S. Subsidiary. If any securities pledged pursuant to
a Pledge Agreement are uncertificated securities or are held through a
securities intermediary, the Administrative Agent shall have obtained "control"
(as defined in the UCC) over such securities and shall have received such
instruments and documents, if any, as the Administrative Agent shall deem
necessary or in the reasonable opinion of the Administrative Agent desirable
under applicable law to perfect the security interest of the Administrative
Agent in such securities.

SECTION 5.1.8. SECURITY AGREEMENT. The Agents shall have received
executed counterparts of the Security Agreement, dated as of the date hereof,
duly executed by Holdco, the Company and its Restricted Subsidiaries that are
U.S. Subsidiaries, together with

(a) executed Uniform Commercial Code financing statements
(Form UCC-1) naming Holdco, the Company or the relevant Restricted
Subsidiary as the debtor and the Administrative Agent as the secured party,
or other similar instruments or documents, to be filed under the Uniform
Commercial Code of all jurisdictions as may be necessary or, in the opinion
of the Administrative Agent, desirable to perfect the security interest of
the Administrative Agent pursuant to the Security Agreement (PROVIDED that
perfection of

security interests in (i) motor vehicles shall not be required, (ii)
certain intellectual property owned as of the Closing Date by Holdco,
the Company or its Restricted Subsidiaries that are U.S. Subsidiaries
shall be completed in accordance with SECTION 7.1.11 and (iii) inventory
and equipment located at document service centers maintained by Holdco or
any of its Restricted Subsidiaries at sites owned or leased by clients of
Holdco or such Restricted Subsidiaries, as the case may be, shall not be
required); and

(b) certified copies of Uniform Commercial Code Requests for
Information or copies (Form UCC-11), or a similar search report certified
by a party acceptable to the Agents, dated a date reasonably near to the
date of the initial Credit Extension, listing all effective financing
statements which name Holdco, the Company or the relevant Restricted
Subsidiary (under its present name and any previous names) as the debtor
and which are filed in the jurisdictions in which filings are to be made
pursuant to CLAUSE (a) above, together with copies of such financing
statements.

SECTION 5.1.9. FINANCIAL INFORMATION, ETC. The Agents shall have
received, with counterparts for each Lender,

(a) (i) audited consolidated balance sheets of Holdco and its
Subsidiaries as at January 31, 1999 and January 31, 1998 and audited
consolidated statements of operations, cash flows and stockholders' equity
for the periods ended January 31, 1999, January 31, 1998 and January 31,
1997 and (ii) an unaudited consolidated balance sheet of Holdco and its
Subsidiaries as at July 31, 1999 and unaudited consolidated statements of
operations and cash flows for the three months and portion of the fiscal
year, respectively, then ended, prepared in each case in a manner
consistent with the historical audited statements (except for normal
year-end adjustments and the absence of footnotes) (collectively, the
"BASE FINANCIAL STATEMENTS"); and

(b) (i) a pro forma consolidated balance sheet of Holdco and its
Subsidiaries as of July 31, 1999 after giving effect to the Transaction
(the "Pro Forma Balance Sheet"); and (ii) projected consolidated financial
statements (including balance sheets and statements of operations and cash
flows of Holdco and its Subsidiaries) for the six-year period ending
January 31, 2006, certified by an Authorized Officer that is the chief
financial officer or controller of Holdco, giving effect to the
consummation of the Transaction and reflecting the proposed legal and
capital structure of Holdco and its Subsidiaries, which legal and capital
structure shall be, in all material respects, as described in the Holdco
Proxy Statement or otherwise reasonably satisfactory to the Syndication
Agent.

SECTION 5.1.10. SOLVENCY, ETC. The Agents shall have received an
opinion letter from Valuation Research Corporation addressed to the Agents and
each Lender and dated as of the date of the initial Credit Extensions,
supporting the conclusions that, after giving effect to the Transaction, the
initial Credit Extensions and the related transactions contemplated hereby,
Holdco and its Subsidiaries on a consolidated basis are Solvent, such opinion
letter to be in form, substance and scope reasonably satisfactory to the Agents.

SECTION 5.1.11. COMMON EQUITY CONTRIBUTION, PREFERRED EQUITY
CONTRIBUTION, ASSET CONTRIBUTION, INTERCOMPANY LOAN AND/OR CLOSING DATE DIVIDEND
AND SENIOR SUBORDINATED BRIDGE NOTES OR SENIOR SUBORDINATED NOTES. The Agents
shall have received evidence satisfactory to each of them that (i) the members
of the Company's management shall have retained not less than $21,500,000 of
their existing Capital Stock in Holdco valued at the Merger consideration value
per share and after giving effect to the Common Equity Contribution, the
Preferred Equity Contribution, the Senior Subordinated Notes or the Senior
Subordinated Bridge Notes, the Loans made on the Closing Date and the
Intercompany Loan, Holdco shall have sufficient cash on hand in the amount
required to consummate the Transaction, (ii) Merger Sub shall have received not
less than $70,600,000 in gross cash proceeds or Holdco common stock purchased
for cash by the DLJMB Entities from the DLJMB Entities' portion of the Common
Equity Contribution and not less than $40,000,000 in gross cash proceeds from
the Preferred Equity Contribution, (iii) immediately following the consummation
of the Merger, Holdco shall make the Asset Contribution to the Company and shall
have entered into the Administrative Services Agreement with the Company, (iv)
the Intercompany Loan and/or Closing Date Dividend shall have been made, and (v)
Holdco shall have received not less than $136,000,000 in gross cash proceeds
from the issuance of the Senior Subordinated Bridge Notes or the Senior
Subordinated Notes and warrants to purchase common stock of Holdco, all on terms
and conditions satisfactory to the Agents.

SECTION 5.1.12. LITIGATION. There shall exist no pending or
threatened material action, suit, investigation, litigation or proceeding in any
court or before any arbitrator or governmental instrumentality that could
reasonably be expected to have a Material Adverse Effect or could reasonably be
expected to materially, adversely affect the consummation of the Transaction.

SECTION 5.1.13. MATERIAL ADVERSE CHANGE. Except as may be
disclosed in Schedule 3.10 to the Merger Agreement, no facts, events or
circumstances constituting or having a Material Adverse Effect shall have
occurred since January 31, 1999.

SECTION 5.1.14. RELIANCE LETTERS. The Agents shall, unless
otherwise agreed, have received reliance letters, dated the date of the initial
Credit Extension and addressed to each Lender and each Agent, in respect of each
of the legal opinions (other than "disclosure" and other similar opinions)
delivered in connection with the Transaction.

SECTION 5.1.15. OPINIONS OF COUNSEL. The Agents shall have
received opinions, dated the date of the initial Credit Extension and addressed
to the Agents and all Lenders from

(a) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to each of the
Obligors, in substantially the form of EXHIBIT K-1 hereto;

(b) Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP, special local counsel to the
Company, in substantially the form of EXHIBIT K-2 hereto; and

SECTION 5.1.16. INSURANCE. The Agents shall have received
satisfactory evidence of the existence of insurance in compliance with SECTION
7.1.4 (including all endorsements included therein), and the Administrative
Agent shall be named additional insured or loss payee, on behalf of the Lenders,
pursuant to documentation reasonably satisfactory to the Agents and the Company.

SECTION 5.1.17. CLOSING FEES, EXPENSES, ETC. The Agents and the
Arranger shall have received, each for its own respective account, or, in the
case of the Administrative Agent, for the account of each Lender, as the case
may be, all fees, costs and expenses due and payable pursuant to SECTIONS 3.3
and 11.3, if then invoiced.

SECTION 5.1.18. SATISFACTORY LEGAL FORM. All documents executed
or submitted pursuant hereto by or on behalf of Holdco or any of its
Subsidiaries or any other Obligors shall be reasonably satisfactory in form and
substance to the Agents and their counsel; the Agents and their counsel shall
have received all information, approvals, opinions, documents or instruments
that the Agents or their counsel shall have reasonably requested.

SECTION 5.1.19. REPAYMENT OF EXISTING DEBT. Contemporaneously
with the application of the proceeds of the Loans to be made on the Closing
Date, (a) Holdco shall use not more than $87,500,000 to repay in full the
aggregate principal amount of Existing Debt (other than Existing Letters of
Credit) plus accrued and unpaid interest thereon, (b) Holdco and its Restricted
Subsidiaries shall have terminated any commitments to lend or make other
extensions of credit under the Existing Debt and (c) Holdco and its Restricted
Subsidiaries shall have taken all action necessary to terminate or release all
Liens securing the Existing Debt in connection therewith, or arrangements
satisfactory to the Agents for the repayment of such Existing Debt, the
termination of such commitments and the release of such Liens shall have been
made. There shall be no Indebtedness of Holdco or its Restricted Subsidiaries
outstanding after consummation of the Closing Date transactions other than
Indebtedness permitted under SECTION 7.2.2.

SECTION 5.1.20. CORPORATE STRUCTURE, OWNERSHIP, ETC. The
corporate, tax, capital, shareholder and ownership structure of Holdco and its
Subsidiaries before and after the Transaction shall be as described or
identified to the Agents prior to the date hereof or as is otherwise reasonably
satisfactory to the Agents.

SECTION 5.1.21. CERTAIN APPROVALS. All material governmental,
shareholder and third party consents (including Xxxx-Xxxxx-Xxxxxx clearance) and
approvals necessary in connection with the Transaction, the related financings,
the continuing operation of Holdco and its Restricted Subsidiaries' businesses
and other transactions contemplated hereby shall have been obtained, and all
applicable waiting periods shall have expired without any action being taken by
any competent authority that could reasonably be expected to restrain, prevent
or impose any materially adverse conditions on the Transaction, and no law or
regulation shall be applicable which could reasonably be expected to have any
such effect.

Each Lender hereby agrees that by its execution and delivery of its
signature page hereto and by the funding of its Loans to be made on the Closing
Date, such Lender approves of and consents to each of the matters set forth in
this Section 5.1 which must be approved by, or

satisfactory to, Required Lenders, PROVIDED that, in the case of any
agreement or document which must be approved by, or which must be
satisfactory to, Required Lenders, a copy of such agreement or document shall
have been delivered to such Lender on or prior to the Closing Date.

SECTION 5.2 ALL CREDIT EXTENSIONS. The obligation of each Lender
and, if applicable, each Issuer, to make any Credit Extension (including its
initial Credit Extension) shall be subject to the satisfaction of each of the
conditions precedent set forth in this SECTION 5.2.

SECTION 5.2.1. COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC. Both
before and after giving effect to any Credit Extension the following statements
shall be true and correct:

(a) the representations and warranties set forth in ARTICLE VI and in
each other Loan Document shall, in each case, be true and correct in all
material respects with the same effect as if then made (unless stated to
relate solely to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such
earlier date);

(b) in the case of Revolving Loans, Swing Line Loans or Letters of
Credit (x) the sum of (A) the aggregate outstanding principal amount of all
Revolving Loans and Swing Line Loans and (B) the Letter of Credit
Outstandings will not exceed the Revolving Loan Commitment Amount, (y) the
aggregate outstanding principal amount of all Swing Line Loans will not
exceed the Swing Line Loan Commitment Amount, and (z) the Letter of Credit
Outstandings will not exceed the Letter of Credit Commitment Amount; and

SECTION 5.2.2. CREDIT EXTENSION REQUEST. Except with respect to the
deemed issuance of the Existing Letters of Credit on the Closing Date, the
Administrative Agent shall have received a Borrowing Request if Loans are being
requested, or an Issuance Request if a Letter of Credit is being requested or
extended. Each of the delivery of a Borrowing Request or Issuance Request and
the acceptance by the Company of the proceeds of any Credit Extension shall
constitute a representation and warranty by the Company that on the date of such
Credit Extension (both immediately before and after giving effect thereto and
the application of the proceeds thereof) the statements made in SECTION 5.2.1
are true and correct.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders, the Issuers and the Agents to enter into
this Agreement and to make Credit Extensions hereunder, each of Holdco and the
Company represents and warrants unto the Agents, each Issuer and each Lender as
set forth in this ARTICLE VI.

SECTION 6.1 ORGANIZATION, ETC. Except as disclosed in ITEM 6.1
("Organization, etc.") of the Disclosure Schedule, each of Holdco, the Company
and each other Restricted Subsidiary (a) is validly organized and existing and
in good standing to the extent

required under the laws of the jurisdiction of its incorporation, except to
the extent that the failure to be in good standing would not reasonably be
expected to have a Material Adverse Effect, (b) is duly qualified to do
business and is in good standing to the extent required under the laws of
each jurisdiction where the nature of its business requires such
qualification, except to the extent that the failure to qualify would not
reasonably be expected to result in a Material Adverse Effect, and (c) has
full power and authority and holds all requisite governmental licenses,
permits and other approvals to (i) enter into and perform its obligations in
connection with the Transaction and its Obligations under this Agreement and
each other Loan Document to which it is a party and (ii) own and hold under
lease its property and to conduct its business substantially as currently
conducted by it except, in the case of this CLAUSE (b)(ii), where the failure
to do so could not reasonably be expected to result in a Material Adverse
Effect.

SECTION 6.2 DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The
execution, delivery and performance by each of Holdco and the Company of this
Agreement and each other Loan Document executed or to be executed by it, and the
execution, delivery and performance by each other Obligor of each Loan Document
executed or to be executed by it and Holdco's, the Company's and, where
applicable, each such other Obligor's participation in the consummation of the
Transaction, are within Holdco's, the Company's and each such Obligor's powers,
have been duly authorized by all necessary action, and do not

(a) contravene Holdco's, the Company's or any such Obligor's Organic
Documents;

(b) contravene any contractual restriction (other than any
contractual restriction that shall have been waived on or prior to the
Closing Date), law or governmental regulation or court decree or order
binding on or affecting Holdco, the Company or any such Obligor, where such
contravention, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect; or

(c) result in, or require the creation or imposition of, any Lien on
any of Holdco's, the Company's or any other Obligor's properties, except
pursuant to the terms of a Loan Document.

SECTION 6.3 GOVERNMENT APPROVAL, REGULATION, ETC. No authorization
or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or other Person, is required for the
due execution, delivery or performance by Holdco, the Company or any other
Obligor of this Agreement or any other Loan Document to which it is a party,
except as have been duly obtained or made and are in full force and effect or
those which the failure to obtain or make could not reasonably be expected to
have a Material Adverse Effect. All authorizations, approvals and other actions
by, and all notices to and filings with, any governmental authority or
regulatory body that are required pursuant to the Merger Agreement in connection
with the Transaction have been duly obtained or made and are in full force and
effect, except those which the failure to obtain or make could not reasonably be
expected to have a Material Adverse Effect. None of Holdco, the Company or any
other Obligor 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.

SECTION 6.4 VALIDITY, ETC. This Agreement constitutes, and each
other Loan Document executed by Holdco or the Company will, on the due execution
and delivery thereof, constitute, the legal, valid and binding obligation of
each of Holdco and the Company as is a party thereto, in each case, enforceable
against Holdco or the Company, as the case may be, in accordance with its terms;
and each Loan Document executed pursuant hereto by each other Obligor will, on
the due execution and delivery thereof by such Obligor, be the legal, valid and
binding obligation of such Obligor enforceable in accordance with its terms, in
each case with respect to this SECTION 6.4 subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

SECTION 6.5 FINANCIAL INFORMATION. Holdco has delivered to the
Agents and each Lender copies of (i) the Base Financial Statements and (ii) the
Pro Forma Balance Sheet. Each of the financial statements described above has
been prepared in accordance with GAAP consistently applied (in the case of
CLAUSE (i)) and, in the case of CLAUSE (ii), on a basis substantially consistent
with the basis used to prepare the financial statements referred to in CLAUSE
(i), and (in the case of CLAUSE (i)) present fairly the consolidated financial
condition of the corporations covered thereby as at the date thereof and the
results of their operations for the periods then ended and (in the case of
CLAUSE (ii)) include appropriate pro forma adjustments to give pro forma effect
to the Transaction.

SECTION 6.6 NO MATERIAL ADVERSE EFFECT. Since January 31, 1999, no
facts, events or conditions have occurred which constitute a Material Adverse
Effect.

SECTION 6.7 LITIGATION, LABOR CONTROVERSIES, ETC. There is no
pending or, to the knowledge of Holdco or the Company, threatened litigation,
action, proceeding or governmental investigation affecting any Obligor, or any
of their respective properties, businesses, assets or revenues, which could
reasonably be expected to result in a Material Adverse Effect except as
disclosed in ITEM 6.7 ("Litigation") of the Disclosure Schedule. No development
has occurred in any litigation, action, labor controversy, arbitration or
governmental investigation or other proceeding disclosed in ITEM 6.7
("Litigation") of the Disclosure Schedule which could reasonably be expected to
have a Material Adverse Effect.

SECTION 6.8 SUBSIDIARIES. Holdco has only those Subsidiaries
(i) which are identified in ITEM 6.8 ("Existing Subsidiaries") of the Disclosure
Schedule as Restricted Subsidiaries or Unrestricted Subsidiaries, or (ii) which
are permitted to have been created or acquired in accordance with SECTION 7.2.5
or 7.2.8.

SECTION 6.9 OWNERSHIP OF PROPERTIES. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, Holdco, the Company and each other Restricted Subsidiary owns good title
to, or leasehold interests in, all of its properties and assets (other than
insignificant properties and assets), real and personal, tangible and
intangible, of any nature whatsoever (including patents, trademarks, trade
names,

service marks and copyrights), free and clear of all Liens or material
claims (including material infringement claims with respect to patents,
trademarks, copyrights and the like), except as permitted pursuant to
SECTION 7.2.3.

SECTION 6.10 TAXES. Except as set forth in ITEM 6.10 ("Taxes") of
the Disclosure Schedule, each of Holdco and its Subsidiaries has filed all
federal and other material tax returns required by law to have been filed by it
and has paid all material 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 shall have been set aside on its books.

SECTION 6.11 PENSION AND WELFARE PLANS. During the
twelve-consecutive-month period prior to the date of the execution and
delivery of this Agreement, no steps have been taken to terminate any Pension
Plan, and no contribution failure has occurred with respect to any Pension
Plan sufficient to give rise to a Lien under SECTION 302(f) of ERISA, which,
in either case, is reasonably expected to lead to a liability of Holdco or
any member of the Controlled Group to such Pension Plan in excess of
$7,500,000. No condition exists or event or transaction has occurred with
respect to any Pension Plan which could reasonably be expected to result in
the incurrence by Holdco or any member of the Controlled Group of any
material liability, fine or penalty other than such condition, event or
transaction which would not reasonably be expected to have a Material Adverse
Effect. Except as disclosed in ITEM 6.11 ("Employee Benefit Plans") of the
Disclosure Schedule or otherwise approved by the Agents (such approval not to
be unreasonably withheld or delayed), since the date of the last financial
statement neither of Holdco nor the Company has increased 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
Subtitle B of Title I of ERISA, except as would not have a Material Adverse
Effect.

SECTION 6.12 ENVIRONMENTAL WARRANTIES. Except as set forth in
ITEM 6.12 ("Environmental Matters") of the Disclosure Schedule or as,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect:

(a) all facilities and property owned or leased by Holdco or any of
its Restricted Subsidiaries are in compliance with all Environmental Laws;

(b) there are no pending or threatened

(i) written claims, complaints, notices or requests for
information received by Holdco or any of its Restricted Subsidiaries
with respect to any alleged violation of any Environmental Law, or

(ii) written complaints, notices or inquiries to Holdco or any
of its Restricted Subsidiaries regarding potential liability under any
Environmental Law;

(c) to the knowledge of Holdco and the Company, there have been no
releases of Hazardous Materials at, on or under any property now or
previously owned or leased by Holdco or any of its Restricted Subsidiaries;

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

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

(f) to the best knowledge of Holdco and the Company, 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 Holdco
or any of its Restricted Subsidiaries;

(g) to the knowledge of Holdco and the Company, Holdco, and its
Restricted Subsidiaries have not directly transported or directly arranged
for the transportation of any Hazardous Material to any location (i) which
is listed or to the knowledge of Holdco and the Company, proposed for
listing on the National Priorities List pursuant to CERCLA, on the CERCLIS
or on any similar state list, or (ii) which is the subject of federal,
state or local enforcement actions or other investigations relating to any
Environmental Laws;

(h) to the knowledge of Holdco and the Company, there are no
polychlorinated biphenyls or friable asbestos present in a manner or
condition requiring remedial action to comply with any Environmental Law at
any property now or previously owned or leased by Holdco or any of its
Restricted Subsidiaries; and

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

SECTION 6.13 REGULATIONS U AND X. Neither Holdco nor the Company is
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock, and no proceeds of any Credit Extension will be used in
violation of F.R.S. Board Regulation U or X. Terms for which meanings are
provided in F.R.S. Board Regulation U or X or any regulations substituted
therefor, as from time to time in effect, are used in this Section with such
meanings.

SECTION 6.14 ACCURACY OF INFORMATION. All material factual
information concerning the financial condition, operations or prospects of
Holdco and its Subsidiaries heretofore or contemporaneously furnished by or on
behalf of Holdco or the Company in writing to the Agents, the Arranger, any
Issuer or any Lender for purposes of or in connection with this Agreement or any
transaction contemplated hereby or with respect to the Transaction is, and all
other such factual information hereafter furnished by or on behalf of Holdco or
any of its

Subsidiaries to the Agents, the Arranger, any Issuer or any Lender will be,
taken as a whole, true and accurate in every material respect on the date as
of which such information is dated or certified and such information is not,
or shall not be, taken as a whole, as the case may be, incomplete by omitting
to state any fact necessary to make such information not materially
misleading.

Any term or provision of this Section to the contrary notwithstanding,
insofar as any of the factual information described above includes assumptions,
estimates, projections or opinions, no representation or warranty is made herein
with respect thereto; PROVIDED, HOWEVER, that to the extent any such
assumptions, estimates, projections or opinions are based on factual matters,
Holdco or the Company has reviewed such factual matters and nothing has come to
its attention in the context of such review which would lead it to believe that
such factual matters were not or are not true and correct in all material
respects or that such factual matters omit to state any material fact necessary
to make such assumptions, estimates, projections or opinions not misleading in
any material respect.

SECTION 6.15 SOLVENCY. The Transaction (including the incurrence of
the initial Credit Extensions hereunder, the incurrence by Holdco of the
Indebtedness represented by the Senior Subordinated Bridge Notes or the Senior
Subordinated Notes, the execution and delivery by the Subsidiary Guarantors of
the Subsidiary Guaranty and the application of the proceeds of the Credit
Extensions) will not involve or result in any fraudulent transfer or fraudulent
conveyance under the provisions of SECTION 548 of the Bankruptcy Code (11 U.S.C.
Section 101 ET SEQ., as from time to time hereafter amended, and any successor
or similar statute) or any applicable state law respecting fraudulent transfers
or fraudulent conveyances. On the Closing Date, after giving effect to the
Transaction, the Company is Solvent.

SECTION 6.16 CREATION, PERFECTION AND PRIORITY OF LIENS. The
execution and delivery of the Loan Documents by the Obligors, together with
actions taken pursuant to SECTIONS 5.1.7, 5.1.8, 7.1.8 , 7.1.11 and 7.1.12 are
effective or will be effective, once taken, to create in favor of the
Administrative Agent for the benefit of Lenders, as security for the respective
Secured Obligations (as defined in the applicable Loan Document in respect of
any collateral security for the Obligations), a valid and perfected Lien on the
collateral purportedly covered thereby (except that Liens on motor vehicles need
not be perfected and Liens on real property or interests therein shall only be
required to the extent set forth in SECTIONS 7.1.8 and 7.1.12) subject only to
Liens permitted under SECTION 7.2.3.

SECTION 6.17 YEAR 2000 COMPLIANCE. The Company will promptly notify
the Administrative Agent in the event the Company discovers or determines that
any computer application (including those of its suppliers and vendors) that is
material to Holdco's or its Restricted Subsidiaries' business and operations
will not be Year 2000 compliant as of January 1, 2000, except to the extent that
such failure could not reasonably be expected to have a Material Adverse Effect.

ARTICLE VII
COVENANTS

SECTION 7.1 AFFIRMATIVE COVENANTS. Holdco and the Company agree
with the Agents, each Issuer and each Lender that, until all Commitments have
terminated and all Obligations have been paid and performed in full, Holdco and
the Company will perform the obligations set forth in this SECTION 7.1.

SECTION 7.1.1. FINANCIAL INFORMATION, REPORTS, NOTICES, ETC. The
Company will furnish, or will cause to be furnished, to each Lender and each
Agent copies of the following financial statements, reports, notices and
information:

(a) as soon as available and in any event within 60 days after the
end of each of the first three Fiscal Quarters of each Fiscal Year of
Holdco (or, if Holdco is required to file such information on a Form 10-Q
with the Securities and Exchange Commission, promptly following such
filing), a consolidated balance sheet of Holdco and its Subsidiaries as of
the end of such Fiscal Quarter, together with the related consolidated
statement of operations for such Fiscal Quarter and for the period
commencing at the end of the previous Fiscal Year and ending with the end
of such Fiscal Quarter and the related consolidated statement of cash flows
for the period commencing at the end of the previous Fiscal Year and ending
with the end of such Fiscal Quarter (it being understood that the foregoing
requirement may be satisfied by delivery of Holdco's report to the
Securities and Exchange Commission on Form 10-Q, if any), certified by an
Authorized Officer;

(b) as soon as available and in any event within 105 days after the
end of each Fiscal Year of Holdco (or, if Holdco is required to file such
information on a Form 10-K with the Securities and Exchange Commission,
promptly following such filing), a copy of the annual audit report for such
Fiscal Year for Holdco and its Subsidiaries, including therein a
consolidated balance sheet for Holdco and its Subsidiaries as of the end of
such Fiscal Year, together with the related consolidated statements of
operations and cash flows for such Fiscal Year (it being understood that
the foregoing requirement may be satisfied by delivery of Holdco's report
to the Securities and Exchange Commission on Form 10-K, if any), in each
case certified (without any Impermissible Qualification) by a "Big Five"
firm of independent public accountants, together with a certificate from
such accountants as to whether, in making the examination necessary for the
signing of such annual report by such accountants, they have become aware
of any Default in respect of any term, covenant, condition or other
provision of this Agreement (including any Default in respect of the
financial covenants contained in SECTION 7.2.4) that relates to accounting
matters that has occurred and is continuing or, if in the opinion of such
accounting firm, any such Default has occurred and is continuing, a
statement as to the nature thereof;

(c) together with the delivery of the financial information required
pursuant to CLAUSES (a) and (b), a Compliance Certificate, in substantially
the form of EXHIBIT E, executed by an Authorized Officer of Holdco, showing
(in reasonable detail and with

appropriate calculations and computations in all respects satisfactory to
the Agents) compliance with the financial covenants set forth in
SECTION 7.2.4;

(d) promptly and in any event within seven Business Days after
obtaining knowledge of the occurrence of any Default, if such Default is
then continuing, a statement of an Authorized Officer of the Company
setting forth details of such Default and the action which Holdco or the
Company has taken or proposes to take with respect thereto;

(e) promptly and in any event within five Business Days after (x) the
occurrence of any development with respect to any litigation, action or
proceeding described in SECTION 6.7 which could reasonably be expected to
have a Material Adverse Effect or (y) the commencement of any litigation,
action or proceeding of the type described in SECTION 6.7, notice thereof
and of the action which Holdco or the Company has taken or proposes to take
with respect thereto;

(f) promptly after the sending or filing thereof, copies of all
reports and registration statements (other than exhibits thereto and any
registration statement on Form S-8 or its equivalent) which Holdco or any
of its Restricted Subsidiaries files with the Securities and Exchange
Commission or any national securities exchange;

(g) as soon as practicable after the chief financial officer or the
chief executive officer of Holdco or a member of Holdco's Controlled Group
becomes aware of (i) formal steps in writing to terminate any Pension Plan
or (ii) the occurrence of any event with respect to a Pension Plan which,
in the case of (i) or (ii), could reasonably be expected to result in a
contribution to such Pension Plan by (or a liability to) Holdco or a member
of Holdco's Controlled Group in excess of $7,500,000, (iii) 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 in an
amount in excess of $7,500,000, (iv) the taking of any action with respect
to a Pension Plan which could reasonably be expected to result in the
requirement that the Company furnish a bond to the PBGC or such Pension
Plan in an amount in excess of $7,500,000 or (v) any material increase in
the contingent liability of Holdco or the Company with respect to any
post-retirement Welfare Plan benefit as a result of a change in the level
or scope of benefits thereunder, notice thereof and copies of all
documentation relating thereto;

(h) as soon as practicable and in any event no later than 90 days
after the beginning of each Fiscal Year, a consolidated plan and financial
forecast of Holdco for such Fiscal Year prepared in a manner consistent
with the annual forecasts presented to the Board of Directors of Holdco;
and

(i) such other information respecting the condition or operations,
financial or otherwise, of Holdco or any of its Restricted Subsidiaries as
any Lender through the Administrative Agent may from time to time
reasonably request.

SECTION 7.1.2. COMPLIANCE WITH LAWS, ETC. Each of Holdco and the
Company will, and will cause each other Restricted Subsidiary to, comply in all
material respects

with all applicable laws, rules, regulations and orders, such compliance to
include (without limitation):

(a) except as permitted under SECTION 7.2.8, the maintenance and
preservation of its corporate existence and qualification as a foreign
corporation, except where the failure to so qualify could not reasonably be
expected to have a Material Adverse Effect; and

(b) the payment, before the same become delinquent, of all material
taxes, assessments and governmental charges imposed upon it or upon its
property, except to the extent being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall
have been set aside on its books.

SECTION 7.1.3. MAINTENANCE OF PROPERTIES. Except to the extent that
the failure to do so could not reasonably be expected to have a Material Adverse
Effect, each of Holdco and the Company will, and will cause each other
Restricted Subsidiary to, maintain, preserve, protect and keep its properties
(other than insignificant properties) in good repair, working order and
condition (ordinary wear and tear excepted), and make necessary and proper
repairs, renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times unless Holdco or the Company
determines in good faith that the continued maintenance of any of its properties
is no longer economically desirable.

SECTION 7.1.4. INSURANCE. Each of Holdco and the Company will, and
will cause each other Restricted Subsidiary to, maintain or cause to be
maintained with responsible insurance companies 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
with such provisions and endorsements as the Agents may reasonably request and
will, upon request of the Agents, furnish to the Agents and each Lender a
certificate of an Authorized Officer of the Company setting forth the nature and
extent of all insurance maintained by Holdco and its Restricted Subsidiaries in
accordance with this Section.

SECTION 7.1.5. BOOKS AND RECORDS. Each of Holdco and the Company
will, and will cause each other Restricted Subsidiary to, keep books and records
which accurately reflect in all material respects all of its business affairs
and transactions and permit the Agents, each Issuer and each Lender or any of
their respective representatives, at reasonable times and intervals, and upon
reasonable notice, but, unless an Event of Default shall have occurred and be
continuing, not more frequently than once in each Fiscal Year, to visit its
offices, to discuss its financial matters with its officers and, after notice to
the Company and provision of an opportunity for Holdco and the Company to
participate in such discussion, its independent public accountant (and Holdco
and the Company hereby authorize such independent public accountants to discuss
Holdco's and the Company's financial matters with each Issuer and each Lender or
its representatives, whether or not any representative of Holdco or the Company
is present, so long as Holdco and the Company have been afforded a reasonable
opportunity to be present) and to examine, and photocopy extracts from, any of
its books or other corporate records. Unless an Event of Default shall have
occurred and be continuing, the cost and expense of each such visit shall be
borne by the applicable Agent or Lender.

SECTION 7.1.6. ENVIRONMENTAL COVENANT. Each of Holdco and the Company
will and will cause each other Restricted Subsidiary to,

(a) use and operate all of its facilities and properties in
compliance with all Environmental Laws, keep all necessary permits,
approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in compliance therewith, and
handle all Hazardous Materials in compliance with all applicable
Environmental Laws, in each case except where the failure to comply with
the terms of this clause would not reasonably be expected to have a
Material Adverse Effect;

(b) promptly notify the Agents and provide copies of all written
claims, complaints, notices or inquiries relating to the condition of its
facilities and properties, which relate to environmental matters, or
relating to compliance with Environmental Laws which would have, or would
reasonably be expected to have, a Material Adverse Effect, and promptly
cure and have dismissed with prejudice any material actions and proceedings
relating to compliance with Environmental Laws, except to the extent 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;
and

(c) provide such information and certifications which the Agents may
reasonably request from time to time to evidence compliance with this
SECTION 7.1.6.

SECTION 7.1.7. FUTURE SUBSIDIARIES. Upon any Person becoming, after
the Closing Date, a U.S. Subsidiary of Holdco that is a Restricted Subsidiary
or, in the event there is a change in United States federal and any similar
applicable state income tax laws such that a guarantee, grant of a security
interest or pledge by a Non-U.S. Subsidiary of Holdco that is a Restricted
Subsidiary would not result in a deemed dividend or other adverse income tax
consequences to Holdco or the Company, a Non-U.S. Subsidiary of Holdco that is a
Restricted Subsidiary, or (in the case of CLAUSE (b) below only) upon Holdco or
any such Subsidiary acquiring additional Capital Stock of any existing
Subsidiary that is a Restricted Subsidiary, the Company shall notify the Agents
of such acquisition or change, and shall (but in the case of any such Non-U.S.
Subsidiary only to the extent reasonably requested by the Agents)

(a) promptly cause any such Subsidiary to execute and deliver to the
Administrative Agent, with counterparts for each Lender, a supplement to
the Subsidiary Guaranty and a supplement to the Security Agreement (and, if
such Subsidiary owns any real property, to the extent required by CLAUSE
(b) of SECTION 7.1.8, a Mortgage), together with Uniform Commercial Code
financing statements (Form UCC-1) executed and delivered by such Subsidiary
naming such Subsidiary as the debtor and the Administrative Agent as the
secured party, or other similar instruments or documents, in appropriate
form for filing under the Uniform Commercial Code and any other applicable
recording statutes, in the case of real property, of all jurisdictions as
may be necessary or, in the reasonable opinion of the Administrative Agent,
desirable to perfect the security interest of the Administrative Agent
pursuant to the Security Agreement or a Mortgage, as the case may be (other
than the perfection of security interests in motor vehicles or inventory
and equipment located at document service centers maintained by Holdco or

any of its Restricted Subsidiaries at sites owned or leased by clients of
Holdco or any such Restricted Subsidiary); and

(b) promptly deliver, or cause to be delivered, to the Administrative
Agent under a Pledge Agreement (or a supplement thereto) certificates (if
any) representing all of the issued and outstanding shares of Capital Stock
of such Subsidiary owned by Holdco or any Restricted Subsidiary that is a
U.S. Subsidiary or, in the event there is a change in United States federal
and any similar applicable state income tax laws such that a pledge by a
Non-U.S. Subsidiary that is a Restricted Subsidiary would not result in a
deemed dividend or other adverse income tax consequences to Holdco or the
Company, any Restricted Subsidiary that is a Non-U.S. Subsidiary, as the
case may be, along with undated stock powers for such certificates,
executed in blank, or, if any securities subject thereto are uncertificated
securities, the Administrative Agent shall have obtained "control" (as
defined in the Uniform Commercial Code applicable to such securities) over
such securities, or other appropriate steps shall have been taken under
applicable law resulting in the perfection of the security interest granted
in such securities in favor of the Administrative Agent pursuant to the
terms of such Pledge Agreement;

together, in each case, with such opinions, in form and substance and from
counsel reasonably satisfactory to the Agents, as the Agents may reasonably
require; PROVIDED, HOWEVER, that notwithstanding the foregoing, no Non-U.S.
Subsidiary shall be required to execute and deliver a Mortgage, a supplement to
the Subsidiary Guaranty, a supplement to the Security Agreement or a supplement
to a Pledge Agreement, nor will Holdco or any Restricted Subsidiary be required
to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the
total combined voting power of all classes of Capital Stock of a Non-U.S.
Subsidiary entitled to vote unless (i) there is a change in United States
federal and any similar state income tax laws such that no deemed dividend or
other adverse income tax consequences to Holdco or the Company would result
therefrom and (ii) the Agents shall have reasonably requested the same.

SECTION 7.1.8. FUTURE LEASED PROPERTY AND FUTURE ACQUISITIONS OF REAL
PROPERTY; FUTURE ACQUISITION OF OTHER PROPERTY.

(a) Prior to entering into any new lease of real property or renewing
any existing lease of real property following the Closing Date, Holdco and the
Company shall, and shall cause each of their U.S. Subsidiaries that are
Restricted Subsidiaries and, in the event there is a change in United States
federal and any similar applicable state income tax laws such that no deemed
dividend or other adverse income tax consequences to Holdco or the Company would
result therefrom, each of its Non-U.S. Subsidiaries that is a Restricted
Subsidiary (but in the case of any such Non-U.S. Subsidiary only to the extent
reasonably requested by the Agents), to use its (and their) commercially
reasonable efforts (which shall not require the expenditure of cash or the
making of any material concessions under the relevant lease) to deliver to the
Administrative Agent a Waiver executed by the lessor of any real property that
is to be leased by Holdco or such Subsidiary for a term in excess of one year in
any state which by statute grants such lessor a "landlord's" (or similar) Lien
which is superior to the Administrative Agent's, to the extent the value of any
personal property of Holdco or such Subsidiaries to be held at such leased
property exceeds (or it is anticipated that the value of such personal property
will, at any point in time during the term of such leasehold term, exceed)
$3,000,000, excluding inventory and equipment

located at document service centers maintained by Holdco or any of its
Restricted Subsidiaries at sites owned or leased by clients of Holdco or any
such Restricted Subsidiary.

(b) In the event that Holdco or any of its U.S. Subsidiaries that are
Restricted Subsidiaries or, in the event there is a change in United States
federal and any similar applicable state income tax laws such that no deemed
dividend or other adverse income tax consequences to Holdco or the Company would
result therefrom, any of its Non-U.S. Subsidiaries that are Restricted
Subsidiaries (but in the case of any such Non-U.S. Subsidiary only to the extent
reasonably requested by the Agents), shall acquire any fee interest in real
property having a value as determined in good faith by the Administrative Agent
in excess of $3,000,000 in the aggregate, Holdco or the applicable Subsidiary
shall, promptly after such acquisition, execute a Mortgage and provide the
Administrative Agent with (i) evidence of the completion (or satisfactory
arrangements for the completion) of all recordings and filings of such Mortgage
as may be necessary or, in the reasonable opinion of the Administrative Agent,
desirable effectively to create a valid, perfected, first priority Lien, subject
to the Liens permitted by SECTION 7.2.3, against the properties purported to be
covered thereby, (ii) mortgagee's title insurance policies in favor of the
Agents and the Lenders in amounts and in form and substance and issued by
insurers, reasonably satisfactory to the Agents, with respect to the property
purported to be covered by such Mortgage, insuring that title to such property
is indefeasible and that the interests created by the Mortgage constitute valid
first Liens thereon free and clear of all defects and encumbrances other than as
permitted by SECTION 7.2.3 or as approved by the Agents, and such policies shall
also include, to the extent available on commercially reasonable terms, a
revolving credit endorsement and such other endorsements as the Agents shall
reasonably request and shall be accompanied by evidence of the payment in full
of all premiums thereon, and (iii) such other approvals, opinions, or documents
as the Agents may reasonably request.

(c) In accordance with the terms and provisions of the Loan
Documents, Holdco, each U.S. Subsidiary that is a Restricted Subsidiary and, in
the event there is a change in United States federal and any similar applicable
state income tax laws such that no deemed dividend or other adverse income tax
consequences to Holdco or the Company would result therefrom, each Non-U.S.
Subsidiary that is a Restricted Subsidiary (but in the case of any such Non-U.S.
Subsidiary only to the extent reasonably requested by the Agents), shall provide
the Agents with evidence of all recordings and filings as may be necessary or,
in the reasonable opinion of the Administrative Agent, desirable to create a
valid, perfected, first priority Lien, subject to the Liens permitted by
SECTION 7.2.3, against all property acquired after the Closing Date (excluding
(i) motor vehicles, (ii) (except to the extent required under CLAUSE (b) of
SECTION 7.1.8), leases of and fee interests in real property and (iii) inventory
and equipment located at document service centers maintained by Holdco or any of
its Restricted Subsidiaries at sites owned or leased by clients of Holdco or any
such Subsidiary) and not otherwise subject to SECTIONS 7.1.11 and 7.1.12.

SECTION 7.1.9. USE OF PROCEEDS, ETC. The Company shall

(a) apply the proceeds of the Loans

(i) in the case of the Term Loans and the Revolving Loans made on the
Closing Date, to pay, in part, through the Intercompany Loan and/or
Closing Date

Dividend to Holdco, the cash merger consideration in respect of all
of the outstanding capital stock (the "SHARES") of Holdco (including
stock options but excluding any Shares which are rolled over) of not
in excess of $22.00 per Share and to fund up to $10,000,000 in
management deferred compensation plans for an aggregate cash amount
which does not exceed $370,000,000, to refinance the Existing Debt
(the "REFINANCING") in an aggregate principal amount not to exceed
$87,500,000, plus accrued and unpaid interest thereon, and
to pay transaction fees and expenses ("EXPENSE PAYMENTS") of
approximately $23,900,000 associated with the Transaction; PROVIDED,
that not more than $6,500,000 of the proceeds from Revolving Loans may
be used to finance the consummation of the Transaction, including the
Expense Payments; and

(ii) in the case of any other Revolving Loans, the Swing Line Loans
and any Term Loans made pursuant to CLAUSE (b) or CLAUSE (d) of
SECTION 2.1.1, for working capital and general corporate purposes of
the Company and its Restricted Subsidiaries, including permitted
acquisitions hereunder; and

(b) use Letters of Credit only for purposes of supporting working
capital and general corporate purposes of the Company and its Restricted
Subsidiaries.

SECTION 7.1.10. HEDGING OBLIGATIONS. Within six months following
the Closing Date, the Administrative Agent shall have received evidence
satisfactory to it that Holdco and/or the Company have entered into interest
rate swap, cap, collar or similar arrangements (including without limitation
such Indebtedness accruing interest at a fixed rate by its terms) designed to
protect them against fluctuations in interest rates with respect to at least 50%
of the aggregate principal amount of the Term Loans for a period of at least two
years from the Closing Date with terms reasonably satisfactory to the Company
and the Agents.

SECTION 7.1.11. UNDERTAKING. Holdco and the Company will deliver
to the Agents no later than 60 days after the Closing Date instruments or
documents, in appropriate form for filing with the United States Patent and
Trademark Office, sufficient to create and perfect a security interest in all
intellectual property owned as of the Closing Date by Holdco and its U.S.
Subsidiaries that are Restricted Subsidiaries as identified in ITEM 7.1.11
("Intellectual Property") of the Disclosure Schedule.

SECTION 7.1.12. MORTGAGES. Within 60 days after the Closing Date,
Holdco and the Company shall deliver to the Agents counterparts of each Mortgage
relating to each fee property and (if, and to the extent that the lessor thereof
shall have consented thereto after being requested by the Company or Holdco)
each leasehold property listed on ITEM 7.1.12 ("Mortgaged Properties") of the
Disclosure Schedule, each dated as of the date of such delivery, duly executed
by Holdco, the Company or the applicable U.S. Subsidiary, together with

(a) evidence of the completion (or satisfactory arrangements for the
completion) of all recordings and filings of such Mortgage as may be
necessary or, in the reasonable opinion of the Administrative Agent,
desirable effectively to create a valid, perfected, first priority Lien,
subject to Liens permitted by SECTION 7.2.3, against the properties
purported to be covered thereby;

(b) mortgagee's title insurance policies in favor of the
Administrative Agent for the benefit of the Secured Parties in amounts and
in form and substance and issued by insurers, reasonably satisfactory to
the Agents, with respect to the property purported to be covered by such
Mortgage, insuring that title to such property is indefeasible and that the
interests created by the Mortgage constitute valid first Liens thereon free
and clear of all defects and encumbrances other than as permitted by
SECTION 7.2.3 or as approved by the Agents, and such policies shall also
include, to the extent available on commercially reasonable terms, a
revolving credit endorsement and such other endorsements as the
Administrative Agent shall reasonably request and shall be accompanied by
evidence of the payment in full of all premiums thereon; and

SECTION 7.2 NEGATIVE COVENANTS. Holdco and the Company agree with
the Agents, each Issuer and each Lender that, until all Commitments have
terminated, and all Obligations have been paid and performed in full, Holdco and
the Company will perform the obligations set forth in this SECTION 7.2.

SECTION 7.2.1. BUSINESS ACTIVITIES. Each of Holdco and the Company
will not, and will not permit any other Restricted Subsidiary to, engage in any
business activity, except the document services and communications business and
any businesses reasonably ancillary, related or incidental thereto (the "XXXXXXX
BUSINESS"). From and after the Closing Date, Holdco shall not engage in any
business or other operations other than entering into and performing its
obligations under and in accordance with the Loan Documents, the Material
Documents, the other Transaction Documents and the Retained Interests to which
it is a party and Holdco shall not own any assets other than the Capital Stock
of the Company, the Retained Interests, assets acquired pursuant to the Retained
Interests (provided that promptly upon the acquisition of such assets, such
assets (other than any assets that it may not, pursuant to binding contractual
obligations, transfer without the consent of any third party) will be
contributed to the Company) and cash and Cash Equivalents which cash and Cash
Equivalents are being held by Holdco pending application to meeting Holdco's
current liabilities under the Retained Interests, the Material Documents, the
other Transaction Documents or to make other payments permitted to be made by
Holdco under SECTION 7.2.6 in an amount which does not exceed by more than
$1,000,000 the amount required to meet such liabilities or to make such
payments. Notwithstanding the permissive nature of SECTION 7.2.2, 7.2.3, 7.2.5,
7.2.6 and 7.2.7 or anything else contained herein to the contrary, Holdco shall
not create, incur, assume or suffer to exist or otherwise become or be liable in
respect of any Indebtedness, create, incur, assume or suffer to exist any Lien
upon any of its property, revenues or assets, whether now owned or hereafter
acquired, make, incur, assume or suffer to exist any Investment in any other
Person, declare, pay or make any Restricted Payment, make or commit to make any
Capital Expenditure or otherwise engage in any business or other operations
except as explicitly permitted thereby and as shall be necessary to enable
Holdco to enter into and perform its obligations under and in accordance with
the Loan Documents, the Material Documents, the other Transaction Documents and
the Retained Interests and only for so long as Holdco retains rights and
obligations under the Loan Documents, the Material Documents, the other
Transaction Documents and the Retained Interests. Holdco will use its best
efforts to transfer the Retained Interests (other than the

Preferred Stock, the Senior Subordinated Bridge Notes, the Warrants, the
Bridge Warrants, the Senior Subordinated Notes or the other Transaction
Documents), and to transfer any assets acquired in the exercise of any of its
rights under the Retained Interests (other than cash and Cash Equivalents
permitted to be held by it pursuant to the second sentence of this Section
7.2.1 and any assets that it may not, pursuant to binding contractual
obligations, transfer without the consent of any third party), to the Company
promptly after their acquisition, including upon any renewal or extension of
any contracts or agreements included in the Retained Interests; PROVIDED,
HOWEVER, that that nothing herein contained shall be deemed to require Holdco
to obtain, or seek to obtain, any consents to transfer such Retained
Interests to the Company.

SECTION 7.2.2. INDEBTEDNESS. Each of Holdco and the Company will not,
and will not permit any other Restricted Subsidiary to, create, incur, assume or
suffer to exist or otherwise become or be liable in respect of any Indebtedness,
other than, without duplication, the following:

(a) Indebtedness outstanding on the Closing Date and identified in
ITEM 7.2.2(a) ("Ongoing Indebtedness") of the Disclosure Schedule, and
refinancings and replacements thereof in a principal amount not exceeding
the principal amount of the Indebtedness so refinanced or replaced and with
an average life to maturity of not less than the then average life to
maturity of the Indebtedness so refinanced or replaced;

(b) Indebtedness in respect of the Credit Extensions and other
Obligations;

(c) to the extent (but only to the extent) otherwise permitted by
SECTION 7.2.7, Indebtedness incurred by Company or any of its Restricted
Subsidiaries that is represented by Capitalized Lease Liabilities, mortgage
financings or purchase money obligations; PROVIDED, that the maximum
aggregate amount of all Indebtedness permitted under this CLAUSE (c) shall
not at any time exceed $15,000,000;

(d) Hedging Obligations of Holdco, the Company or any other
Restricted Subsidiary in respect of the Credit Extensions or otherwise
entered into by Holdco, the Company or any other Restricted Subsidiary to
hedge against interest rate, currency exchange rate or commodity price
risk, in each case arising in the ordinary course of business of Holdco,
the Company and such Restricted Subsidiaries and not for speculative
purposes;

(e) the Intercompany Loan and intercompany Indebtedness (i) (x) of
any U.S. Subsidiary that is a Restricted Subsidiary owing to Holdco or any
Restricted Subsidiary or (y) of Holdco owing to any Restricted Subsidiary
the proceeds of which Indebtedness was applied by Holdco to make payments
permitted to be made by Holdco pursuant to clauses (c) and (d) of SECTION
7.2.6, and (ii) of any Non-U.S. Subsidiary that is a Restricted Subsidiary
owing to Holdco or any U.S. Subsidiary; PROVIDED that in respect of (A) any
such Indebtedness described in this CLAUSE (ii), such Indebtedness (other
than any such intercompany Indebtedness incurred to finance any acquisition
permitted hereunder) shall not exceed, when taken together with the
aggregate amount at such time of all outstanding Investments made pursuant
to CLAUSE (m) of SECTION 7.2.5 (other than any such Investments made as
part of, or to finance, any acquisition permitted hereunder),

$20,000,000 at any time outstanding and (B) any such Indebtedness
described in this CLAUSE (e) which is owing to Holdco or any Restricted
Subsidiary, (1) to the extent requested by the Administrative Agent, such
Indebtedness shall be evidenced by one or more promissory notes in form
and substance satisfactory to the Agents which shall be duly executed and
delivered to (and indorsed to the order of) the Administrative Agent in
pledge pursuant to a Pledge Agreement and (2) in the case of any such
Indebtedness owed by a Person other than Holdco, the Company or a
Subsidiary Guarantor, such Indebtedness shall not be forgiven or
otherwise discharged for any consideration other than payment in cash
unless the Agents otherwise consent;

(f) Indebtedness of Holdco evidenced by the Senior Subordinated
Bridge Notes and Indebtedness of Holdco evidenced by the Senior
Subordinated Notes and, in each case, subordinated guarantees thereof, in
an aggregate outstanding principal amount not to exceed $140,000,000 (as
such amount may be increased by the amount of any Senior Subordinated
Bridge Notes issued in lieu of cash interest payments on the Senior
Subordinated Bridge Notes) at any time; PROVIDED that if Holdco issued the
Senior Subordinated Bridge Notes on the Closing Date, all of the net
proceeds of the Senior Subordinated Notes shall be used to refinance in
whole or in part an equal principal amount of the Senior Subordinated
Bridge Notes then outstanding;

(g) Assumed Indebtedness of the Company and the other Restricted
Subsidiaries incurred in connection with an Investment permitted under
SECTION 7.2.5 in an aggregate outstanding principal amount not to exceed
$15,000,000 at any time;

(h) Indebtedness of any Non-U.S. Subsidiary that is a Restricted
Subsidiary owing to any other Non-U.S. Subsidiary;

(i) Indebtedness of Non-U.S. Subsidiaries that are Restricted
Subsidiaries in an aggregate outstanding principal amount not to exceed
$15,000,000 at any time; and

(j) other unsecured Indebtedness of the Company and the other
Restricted Subsidiaries in an aggregate amount at any time outstanding not
to exceed $15,000,000 plus the difference between the maximum amount of
additional Commitment Amounts that have been or could be provided under
CLAUSE (c) of SECTION 2.1.2 and the then outstanding amount of additional
Loans made pursuant to CLAUSE (b) and (d) of SECTION 2.1.1 and CLAUSE (c)
of SECTION 2.1.2.

PROVIDED, HOWEVER, that no Indebtedness otherwise permitted by CLAUSE (c), (e)
(as such CLAUSE (e) relates to loans made by Holdco, the Company or any
Subsidiary Guarantor to Restricted Subsidiaries which are not the Company or
party to the Subsidiary Guaranty), (g), (h), (i) or (j) may be incurred if,
immediately before or after giving effect to the incurrence thereof, any Default
shall have occurred and be continuing, and PROVIDED, FURTHER, HOWEVER, that all
such Indebtedness of the type described in CLAUSE (e)(i)(y) above that is owed
to Restricted Subsidiaries which are not the Company or party to the Subsidiary
Guaranty, shall be subordinated, in writing, to the Obligations upon terms
satisfactory to the Agents.

SECTION 7.2.3. LIENS. Each of Holdco and the Company will not, and
will not permit any other Restricted Subsidiary to, create, incur, assume or
suffer to exist any Lien upon any of its property, revenues or assets, whether
now owned or hereafter acquired, except:

(a) Liens existing on the Closing Date identified in ITEM 7.2.3(a)
("Ongoing Liens") of the Disclosure Schedule, including Liens securing
extensions or renewals of the Indebtedness which such identified Liens
secure; PROVIDED that no such extension or renewal shall increase the
obligations secured by such Lien, extend such Lien to additional assets or
otherwise result in a Default hereunder;

(b) Liens securing payment of the Obligations or any Hedging
Obligations owed to any Person that, at the time such Hedging Obligation
was contracted for, was a Lender or any affiliate of any Lender, which
Liens are granted pursuant to any Loan Document;

(c) Liens granted to secure payment of Indebtedness of the type
permitted and described in CLAUSE (c) of SECTION 7.2.2; PROVIDED that such
Lien is limited in recourse solely to the asset being purchased or leased
through the incurrence of such Indebtedness;

(d) Liens for taxes, assessments or other governmental charges or
levies, including Liens pursuant to SECTION 107(l) of CERCLA or other
similar law, not at the time delinquent or thereafter payable without
penalty or being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside
on its books;

(e) Liens of carriers, warehousemen, mechanics, repairmen,
materialmen, contractors, laborers and landlords or other like Liens
incurred in the ordinary course of business for sums not overdue for a
period of more than 30 days 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 incurred in the ordinary course of business in connection
with workmen's compensation, unemployment insurance or other forms of
governmental insurance or benefits, or to secure performance of tenders,
bids, statutory or regulatory obligations, insurance 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;

(g) judgment Liens which do not result in a Default under SECTION
8.1.6;

(h) (i) Liens with respect to minor imperfections of title and
easements, rights-of-way, restrictions, reservations, permits, servitudes
and other similar encumbrances on real property and fixtures which do not
materially detract from the value or materially impair the use by Holdco,
the Company or any other Restricted Subsidiary in the ordinary course of
its business of the property subject thereto; (ii) in the case of any
property covered by a Mortgage, encumbrances disclosed in the title
insurance policy issued to, and reasonably approved by the Agents
insuring the Mortgage; and (iii) in the case of any property covered by a
Mortgage, upon certification by the Company that an

easement, right-of-way, restriction, reservation, permit, servitude or
other similar encumbrance granted or to be granted by Holdco, the Company
or any other Restricted Subsidiary does not materially detract from the
value of or materially impair the use by Holdco, the Company or any such
other Restricted Subsidiary in the ordinary course of its business of the
property subject to or to be subject to such encumbrance, the
Administrative Agent shall execute such documents as are reasonably
requested to subordinate its Mortgage to such encumbrance;

(i) licenses, leases or subleases granted by Holdco, the Company or
any of its Restricted Subsidiaries to any other Person in the ordinary
course of business;

(j) Liens in the nature of trustees' Liens granted pursuant to any
indenture governing any Indebtedness permitted by SECTION 7.2.2, in each
case in favor of the trustee under such indenture and securing only
obligations to pay compensation to such trustee, to reimburse its expenses
and to indemnify it under the terms thereof;

(k) Liens of sellers of goods to Holdco and any of the Restricted
Subsidiaries arising under Article 2 of the UCC or similar provisions of
applicable law in the ordinary course of business, covering only the goods
sold and securing only the unpaid purchase price for such goods and related
expenses;

(l) Liens securing Assumed Indebtedness of the Company and the other
Restricted Subsidiaries permitted pursuant to CLAUSE (g) of SECTION 7.2.2;
PROVIDED, HOWEVER, that (i) any such Liens attach only to the property of
the Restricted Subsidiary acquired, or the property acquired, in connection
with such Assumed Indebtedness and shall not attach to any assets of Holdco
or any Restricted Subsidiary theretofore existing or which arise after the
date thereof, (ii) the Assumed Indebtedness and other secured Indebtedness
of the Company and the other Restricted Subsidiaries secured by any such
Lien shall not exceed 100% of the fair market value of the assets being
acquired in connection with such Assumed Indebtedness, and (iii) any such
Liens are not created or incurred in connection with, or in anticipation or
contemplation of, such property being acquired by, or such Person becoming
a Restricted Subsidiary of, the Company or any of its Restricted
Subsidiaries;

(m) Liens on the assets and Capital Stock of Unrestricted
Subsidiaries granted to secure payment of Indebtedness of such Unrestricted
Subsidiaries;

(n) Liens on assets of Non-U.S. Subsidiaries of Holdco that are
Restricted Subsidiaries securing Indebtedness permitted pursuant to CLAUSE
(h) or (i) or SECTION 7.2.2; and

(o) Liens not otherwise permitted hereunder which secure obligations
not exceeding $5,000,000 at any time outstanding.

SECTION 7.2.4. FINANCIAL COVENANTS.

(a) EBITDA. Holdco and the Company will not permit EBITDA for the
period of four consecutive Fiscal Quarters ending on the last day of any Fiscal
Quarter occurring during any period set forth below to be less than the amount
set forth opposite such period:

PERIOD EBITDA
------ ------

Closing - 1/31/00 $72,500,000
2/1/00 - 4/30/00 $72,500,000
5/1/00 - 7/31/00 $72,500,000
8/1/00 - 10/31/00 $72,500,000

11/1/00 - 1/31/01 $74,000,000
2/1/01 - 4/30/01 $74,000,000
5/1/01 - 7/31/01 $74,000,000
8/1/01 - 10/31/01 $74,000,000

11/1/01 - 1/31/02 $80,000,000
2/1/02 - 4/30/02 $80,000,000
5/1/02 - 7/31/02 $80,000,000
8/1/02 - 10/31/02 $80,000,000

11/1/02 - 1/31/03 $85,000,000
2/1/03 - 4/30/03 $85,000,000
5/1/03 - 7/31/03 $85,000,000
8/1/03 - 10/31/03 $85,000,000

11/1/03 - 1/31/04 $90,000,000
2/1/04 - 4/30/04 $90,000,000
5/1/04 - 7/31/04 $90,000,000
8/1/04 - 10/31/04 $90,000,000

11/1/04 - 1/31/05 $95,000,000
2/1/05 - 4/30/05 $95,000,000
5/1/05 - 7/31/05 $95,000,000
8/1/05 - 10/31/05 $95,000,000

11/1/05 - 1/31/06 $100,000,000
Thereafter $100,000,000

PROVIDED, THAT, to the extent the amount of EBITDA for any period of four
consecutive Fiscal Quarters exceeds the amount of EBITDA required to be
maintained for such period pursuant to this CLAUSE (a), an amount equal to 50%
of such excess amount may be carried forward to (but only to) the next
succeeding period of four consecutive Fiscal Quarters (any such amount to be
certified to the Administrative Agent in the Compliance Certificate delivered
for the four consecutive Fiscal Quarter period to which such amount is being
carried forward).

(b) LEVERAGE RATIO. Holdco and the Company will not permit the
Leverage Ratio as of the end of any Fiscal Quarter ending after the Closing Date
and occurring during any period set forth below to be greater than the ratio set
forth opposite such period:

PERIOD LEVERAGE RATIO
------ --------------

Closing Date to 1/31/00 5.25:1.00
2/1/00 - 4/30/00 5.25:1.00
5/1/00 - 7/31/00 5.25:1.00
8/1/00 - 10/31/00 5.00:1.00

11/1/00 - 1/31/01 4.75:1.00
2/1/01 - 4/30/01 4.75:1.00
5/1/01 - 7/31/01 4.75:1.00
8/1/01 - 10/31/01 4.75:1.00

11/1/01 - 1/31/02 4.50:1.00
2/1/02 - 4/30/02 4.50:1.00
5/1/02 - 7/31/02 4.50:1.00
8/1/02 - 10/31/02 4.50:1.00

11/1/02 - 1/31/03 4.00:1.00
2/1/03 - 4/30/03 4.00:1.00
5/1/03 - 7/31/03 4.00:1.00
8/1/03 - 10/31/03 4.00:1.00

11/1/03 - 1/31/04 3.50:1.00
2/1/04 - 4/30/04 3.50:1.00
5/1/04 - 7/31/04 3.50:1.00
8/1/04 - 10/31/04 3.50:1.00

11/1/04 - 1/31/05 3.00:1.00
2/1/05 - 4/30/05 3.00:1.00
5/1/05 - 7/31/05 3.00:1.00
8/1/05 - 10/31/05 3.00:1.00

11/1/05 - 1/31/06 3.00:1.00
Thereafter 3.00:1.00

(c) INTEREST COVERAGE RATIO. Holdco and the Company will not permit
the Interest Coverage Ratio as of the end of any Fiscal Quarter ending after the
Closing Date and occurring during any period set forth below to be less than the
ratio set forth opposite such period:

PERIOD INTEREST COVERAGE RATIO
------ -----------------------

Closing Date to 1/31/00 1.80:1.00
2/1/00 - 4/30/00 1.80:1.00
5/1/00 - 7/31/00 1.80:1.00
8/1/00 - 10/31/00 1.80:1.00

11/1/00 - 1/31/01 1.95:1.00
2/1/01 - 4/30/01 1.95:1.00
5/1/01 - 7/31/01 1.95:1.00
8/1/01 - 10/31/01 1.95:1.00

11/1/01 - 1/31/02 2.00:1.00
2/1/02 - 4/30/02 2.00:1.00
5/1/02 - 7/31/02 2.00:1.00
8/1/02 - 10/31/02 2.00:1.00

11/1/02 - 1/31/03 2.15:1.00
2/1/03 - 4/30/03 2.15:1.00
5/1/03 - 7/31/03 2.15:1.00
8/1/03 - 10/31/03 2.15:1.00

11/1/03 - 1/31/04 2.50:1.00
2/1/04 - 4/30/04 2.50:1.00
5/1/04 - 7/31/04 2.50:1.00
8/1/04 - 10/31/04 2.50:1.00

11/1/04 - 1/31/05 2.75:1.00
2/1/05 - 4/30/05 2.75:1.00
5/1/05 - 7/31/05 2.75:1.00
8/1/05 - 10/31/05 2.75:1.00

11/1/05 - 1/31/06 3.00:1.00
Thereafter 3.00:1.00

(d) FIXED CHARGE COVERAGE RATIO. Holdco and the Company will not
permit the Fixed Charge Coverage Ratio as of the end of any Fiscal Quarter
ending after the Closing Date to be less than 1.10:1.00.

SECTION 7.2.5. INVESTMENTS. Each of Holdco and the Company will not,
and will not permit any other Restricted Subsidiary to, make, incur, assume or
suffer to exist any Investment in any other Person, except:

(a) Investments existing on the Closing Date and identified in
ITEM 7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule and
extensions or renewals thereof, PROVIDED that no such extension or renewal
shall be permitted if it would (x) increase the amount of such Investment
at the time of such extension or renewal or (y) result in a Default
hereunder;

(b) Cash Equivalent Investments;

(c) without duplication, Investments permitted as Indebtedness
(including without limitation the Intercompany Loan) pursuant to
SECTION 7.2.2;

(d) without duplication, Investments permitted as Capital
Expenditures pursuant to SECTION 7.2.7 (including any such Investments
which would otherwise constitute Capital Expenditures but for the operation
of CLAUSE (i) of the proviso to the definition of "CAPITAL EXPENDITURES");

(e) Investments made by the Company or any other Restricted
Subsidiary from capital contributions by Holdco to the Company, sales of
Capital Stock by Holdco or repayments of the Intercompany Loan by Holdco to
the Company to the extent the proceeds used for such repayments of the
Intercompany Loan were generated from the issuance by Holdco of its Capital
Stock, in each case only to the extent proceeds from such capital
contribution, sale or repayment (x) are not required to be applied as Net
Equity Proceeds pursuant to CLAUSE (e) of SECTION 3.1.1, and (y) are
received after the Closing Date for the purpose of making an Investment
identified in a notice delivered to the Agents on or prior to the date such
capital contribution, sale or repayment is made, which Investments shall
result in the Company or such other Restricted Subsidiary acquiring a
majority controlling interest in the Person in which such Investment was
made or increasing any such controlling interest already maintained by it;

(f) Investments to the extent the consideration received pursuant to
CLAUSE (c)(i) of SECTION 7.2.9 is not all cash;

(g) Investments in the form of loans by Holdco or the Company to
officers, directors, employees and Independent Contractors of Holdco and
its Restricted Subsidiaries for the sole purpose of purchasing Holdco
common stock (or purchases of such loans made by others) PROVIDED that the
proceeds, if any, of such stock purchases have been contributed to the
Company by Holdco;

(h) Letters of Credit issued in support of, and guarantees by Holdco
or any Restricted Subsidiary of, Indebtedness permitted under CLAUSES (b),
(c), (d) and (j) of SECTION 7.2.2;

(i) Investments made or held by any Non-U.S. Subsidiary of Holdco
that is a Restricted Subsidiary in any other Non-U.S. Subsidiary of Holdco
that is a Restricted Subsidiary;

(j) Investments of Holdco or any U.S. Subsidiary that is a Restricted
Subsidiary in Holdco or any U.S. Subsidiary that is a Restricted
Subsidiary; PROVIDED that the proceeds of any such Investments in Holdco
shall be applied by Holdco to make payments permitted to be made by Holdco
pursuant to CLAUSES (c) and (d) of SECTION 7.2.6;

(k) equity Investments of the Company or any U.S. Subsidiary that is
a Restricted Subsidiary in Non-U.S. Subsidiaries that are Restricted
Subsidiaries in an

aggregate amount at any time outstanding not to exceed (exclusive
of any such Investments made as part of, or to finance, any
acquisition permitted hereunder) $20,000,000 (other than any such
intercompany Indebtedness incurred to finance any acquisition permitted
hereunder);

(l) Investments of the Company or any Restricted Subsidiary in
Unrestricted Subsidiaries of the Company in an aggregate amount at any time
outstanding not to exceed $10,000,000;

(m) Investments made by the Company or any other Restricted
Subsidiary, and Investments made by Holdco pursuant to the Retained
Interests as long as such Investments are promptly transferred to the
Company upon consummation (unless Holdco may not, pursuant to binding
contractual obligations, transfer such Investments without the consent of a
third party), in an aggregate amount not to exceed $25,000,000 in any
single transaction (or a series of related transactions) or $50,000,000 in
the aggregate over the term of this Agreement; PROVIDED that such
Investments (x) result in the Company or the relevant Restricted Subsidiary
acquiring (subject to SECTION 7.2.1) a majority controlling interest in the
Person (or its assets and businesses) in which such Investment was made, or
increasing any such controlling interest maintained by it in such Person or
(y) result in the Person in which such Investment was made becoming an
Acquired Controlled Person with respect to the Company and its Restricted
Subsidiaries; PROVIDED FURTHER, that, to the extent any Assumed
Indebtedness permitted pursuant to CLAUSE (g) of SECTION 7.2.2 would be
incurred in connection with any such Investment to be made pursuant to this
CLAUSE (m), the permitted amounts set forth in this clause shall be
reduced, Dollar for Dollar, by the outstanding principal amount of any such
Assumed Indebtedness to be assumed; and PROVIDED FURTHER the amount of
Investments made by the Company or any of its U.S. Subsidiaries that are
Restricted Subsidiaries in any of its Non-U.S. Subsidiaries that are
Restricted Subsidiaries, when taken together with the outstanding aggregate
principal amount of Indebtedness incurred by such Non-U.S. Subsidiaries
from Holdco and such U.S. Subsidiaries pursuant to CLAUSE (e)(ii) of
SECTION 7.2.2, shall not exceed $20,000,000;

(n) Investments made by the Company or any other Restricted
Subsidiary, and Investments made by Holdco pursuant to the Retained
Interests so long as such Investments are promptly transferred to the
Company upon consummation (unless Holdco may not, pursuant to binding
contractual obligations, transfer such Investments without the consent of a
third party), in Persons engaged in the Xxxxxxx Business that are not
permitted under CLAUSES (a) through (m) above in an aggregate principal
amount at any one time outstanding not to exceed $10,000,000;

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

(p) Investments in Hedging Obligations permitted hereunder;

(q) Investments (including debt obligations and Capital Stock)
received in connection with the bankruptcy or reorganization of suppliers
and customers and in

settlement of delinquent obligations of and other
disputes with customers and suppliers arising in the ordinary course of
business;

PROVIDED, HOWEVER, that

(r) any Investment which when made complies with the requirements of
the definition of the term "Cash Equivalent Investment" may continue to be
held notwithstanding that such Investment if made thereafter would not
comply with such requirements; and

(s) no Investment otherwise permitted by CLAUSE (c) (except to the
extent permitted under SECTION 7.2.2), (e), (g), (h) (to the extent that
the applicable Letter of Credit relates to Indebtedness permitted under
CLAUSE (c) or (j) of SECTION 7.2.2), (k), (l), (m) or (n) shall be
permitted to be made if, immediately before or after giving effect thereto,
any Default shall have occurred and be continuing.

SECTION 7.2.6. RESTRICTED PAYMENTS, ETC. On and at all times after
the date hereof:

(a) Holdco will not, and will not permit any of its Restricted
Subsidiaries to, declare, pay or make any dividend, distribution or
exchange (in cash, property or obligations) on or in respect of any shares
of any class of Capital Stock (now or hereafter outstanding) of Holdco or
the Company or on any warrants, options or other rights with respect to any
shares of any class of Capital Stock (now or hereafter outstanding) of
Holdco or the Company (other than (i) dividends or distributions payable in
its Capital Stock or warrants to purchase its Capital Stock, (ii) splits or
reclassifications of its stock into additional or other shares of its
Capital Stock and (iii) the exchange of preferred stock referred to in
clause (iii) of the definition of Preferred Stock for preferred stock
referred to in clause (ii) of the definition of Preferred Stock) or apply,
or permit any of its Restricted Subsidiaries to apply, any of its funds,
property or assets to the purchase, redemption, exchange, sinking fund or
other retirement of, or agree or permit any of its Restricted Subsidiaries
to purchase, redeem or exchange, any shares of any class of Capital Stock
(now or hereafter outstanding) of Holdco or the Company or warrants,
options or other rights with respect to any shares of any class of Capital
Stock (now or hereafter outstanding) of Holdco or the Company;

(b) other than any refinancing of the Senior Subordinated Bridge
Notes with the proceeds of the Senior Subordinated Notes, Holdco will not,
and will not permit any of its Restricted Subsidiaries to (i) directly or
indirectly, make any payment or prepayment of principal of, or premium on,
if any, or make any payment of interest on, any Subordinated Indebtedness,
on any day other than the stated, scheduled date for such payment or
prepayment set forth in the documents and instruments memorializing such
Subordinated Indebtedness, or which would violate the subordination
provisions of such Subordinated Indebtedness, or (ii) make any payment to
redeem, purchase or defease any Subordinated Indebtedness (the foregoing
prohibited acts referred to in CLAUSES (a) and (b) above are herein
collectively referred to as "RESTRICTED PAYMENTS");

PROVIDED, HOWEVER, that

(c) notwithstanding the provisions of CLAUSES (a) AND (b) above, the
Company shall be permitted to make Restricted Payments to Holdco (x)
pursuant to the Administrative Services Agreement which payments shall, to
the extent applicable, be promptly applied by Holdco to meet its
obligations under the Retained Interests and (y) to the extent necessary to
enable Holdco to (i) pay its overhead expenses, (ii) make payments in
respect of taxes, (iii) make payments in respect of the Senior Subordinated
Bridge Notes or the Senior Subordinated Notes, (iv) make payments in
respect of expenses, fees and other costs in connection with litigations,
(v) make payments in respect of compensation expenses in respect of any
period prior to January 1, 2000, (vi) make payments in respect of employee
benefit plans or other similar arrangements, (vii) pay fees and expenses in
connection with the Transaction and (viii) so long as (A) no Default shall
have occurred and be continuing on the date such Restricted Payment is
declared or to be made, nor would a Default (including in respect of the
financial covenants set forth in SECTION 7.2.4) result from the making of
such Restricted Payment, (b) after giving effect to the making of such
Restricted Payment, Holdco shall be in PRO FORMA compliance with the
covenant set forth in CLAUSE (b) of SECTION 7.2.4 for the most recent full
Fiscal Quarter immediately preceding the date of the making of such
Restricted Payment for which the relevant financial information has been
delivered pursuant to CLAUSE (a) or CLAUSE (b) of SECTION 7.1.1, and (c) an
Authorized Officer of the Company shall have delivered a certificate to the
Administrative Agent in form and substance satisfactory to the
Administrative Agent (including a calculation of Holdco's PRO FORMA
compliance with the covenant set forth in CLAUSE (b) of SECTION 7.2.4 in
reasonable detail) certifying as to the accuracy of CLAUSE (c)(y)(viii)(a)
and CLAUSE (c)(y)(viii)(b) above, the Company may make Restricted Payments
to Holdco to enable Holdco to, and Holdco may, repurchase, redeem or
otherwise acquire or retire for value any Capital Stock of Holdco
(including Preferred Stock), or any warrant, option or other right to
acquire any such Capital Stock of Holdco, held by any member of management
or an employee or Independent Contractor of Holdco or any of its Restricted
Subsidiaries pursuant to any employment agreement, management equity
subscription agreement, restricted stock plan, stock option agreement or
other similar arrangement so long as the total amount of such repurchases,
redemptions, acquisitions, retirements and payments shall not exceed (I)
$5,000,000 in any calendar year (with unused amounts in any calendar year
being carried forward to succeeding calendar years subject to a maximum
(without giving effect to the following clause (II)) of $10,000,000 in any
calendar year) PLUS (II) the aggregate cash proceeds received by Holdco
during such calendar year from any reissuance of Capital Stock of Holdco,
and warrants, options and other rights to acquire Capital Stock of Holdco
by Holdco or the Company to members of management and employees and
Independent Contractors of Holdco and its Restricted Subsidiaries (to the
extent such proceeds are not otherwise required to be applied pursuant to
CLAUSE (d) of SECTION 3.1.1 and to the extent such proceeds do not
represent the proceeds of loans made by Holdco or the Company to such
members of management or employees);

(d) notwithstanding the provisions of CLAUSES (a) and (b) above,
(i) Holdco and its Restricted Subsidiaries shall be permitted to make the
Restricted Payments included in the Transaction, (ii) Holdco shall be
permitted to make payments in respect of statutory

appraisal rights (and any settlement thereof) exercised by holders of
outstanding Capital Stock of Holdco in connection with the Merger, (iii)
the Company may pay a non-cash dividend to Holdco consisting solely of a
transfer of all or a portion of the Intercompany Loan, (iv) after the
Closing Date, Holdco may purchase common stock of Holdco from the Equity
Investors as long as such common stock is resold to officers, directors,
employees and Independent Contractors of Holdco and its Restricted
Subsidiaries for cash proceeds other than any such proceeds funded with
advances by Holdco or any of its Restricted Subsidiaries and (v) after
the fifth anniversary of the Closing Date, the Company may make Restricted
Payments to Holdco for the purpose of paying, and Holdco may pay, cash
dividends with respect to the Preferred Stock in an annual amount in any
Fiscal Year not to exceed 50% of Excess Cash Flow for the previous Fiscal
Year so long as, at the time of such payment, the Leverage Ratio is less
than or equal to 3.5 to 1.0.

SECTION 7.2.7. CAPITAL EXPENDITURES, ETC. With respect to Capital
Expenditures, the parties covenant and agree as follows:

(a) Holdco and the Company will not, and will not permit any other
Restricted Subsidiaries to, make or commit to make Capital Expenditures in
any Fiscal Year, except Capital Expenditures (i) which do not aggregate in
excess of $20,000,000 in such Fiscal Year (the "BASE AMOUNT") PLUS (ii) an
additional aggregate amount over the term of this Agreement equal to
$10,000,000; PROVIDED that at such time as the Leverage Ratio is less than
or equal to 4.0 to 1.0 as of the end of the immediately preceding Fiscal
Year such additional aggregate amount shall be increased to $20,000,000;
PROVIDED, HOWEVER, that to the extent the Base Amount for any Fiscal Year
exceeds the aggregate amount of Capital Expenditures (other than Capital
Expenditures permitted to be made pursuant to CLAUSE (a)(ii) above or
CLAUSE (b) below) actually made during such Fiscal Year, such excess amount
(up to an aggregate of 50% of the Base Amount for such Fiscal Year) may be
carried forward to (but only to) the next succeeding Fiscal Year (any such
amount to be certified by the Company to the Agents in the Compliance
Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and
any such amount carried forward to a succeeding Fiscal Year shall be deemed
to be used prior to Holdco and the Restricted Subsidiaries using the Base
Amount for such succeeding Fiscal Year).

(b) The parties acknowledge and agree that the permitted Capital
Expenditure level set forth in CLAUSE (a) above shall be exclusive of the
amount of Capital Expenditures actually made with cash capital
contributions (including the proceeds of issuances of equity securities)
made, directly or indirectly, by any Person other than Holdco and its
Restricted Subsidiaries, after the Closing Date to Holdco or any of its
Restricted Subsidiaries and specifically identified in a certificate
delivered by an Authorized Officer of the Company to the Agents on or about
the time such capital contribution is made; PROVIDED, that, to the extent
any such cash capital contributions constitute Net Equity Proceeds arising
from the issuance by Holdco of its Capital Stock, only that portion of such
Net Equity Proceeds which is not required to be applied as a prepayment
pursuant to CLAUSE (d) of SECTION 3.1.1 may be used for Capital
Expenditures pursuant to this CLAUSE (b).

SECTION 7.2.8. CONSOLIDATION, MERGER, ETC. Holdco and the Company
will not, and will not permit any other Restricted Subsidiary to, liquidate or
dissolve, consolidate with, or merge into or with, any other corporation, or
purchase or otherwise acquire all or substantially all of the assets of any
Person (or of any division thereof) except

(a) any such Restricted Subsidiary (other than the Company) may
liquidate or dissolve voluntarily into, and may merge with and into, the
Company (so long as the Company is the surviving corporation of such
combination or merger) or any other Restricted Subsidiary (other than the
Company), and the assets or stock of any Restricted Subsidiary (other than
the Company) may be purchased or otherwise acquired by the Company or any
other Restricted Subsidiary; PROVIDED, that notwithstanding the above, a
Restricted Subsidiary of the Company may only liquidate or dissolve into,
or merge with and into, another Restricted Subsidiary of the Company if,
after giving effect to such combination or merger, the Company continues to
own (directly or indirectly), and the Administrative Agent continues to
have pledged to it pursuant to a Pledge Agreement, a percentage of the
issued and outstanding shares of Capital Stock (on a fully diluted basis)
of the Restricted Subsidiary surviving such combination or merger that is
equal to or in excess of the percentage of the issued and outstanding
shares of Capital Stock (on a fully diluted basis) of the Restricted
Subsidiary that does not survive such combination or merger that was
(immediately prior to the combination or merger) owned by the Company or
pledged to the Administrative Agent;

(b) so long as no Default has occurred and is continuing or would
occur after giving effect thereto, the Company or any of its Restricted
Subsidiaries may purchase all or substantially all of the assets of any
Person (or any division thereof) not then a Subsidiary, or acquire such
Person by merger, if permitted (without duplication) pursuant to SECTION
7.2.7 or CLAUSE (e), (f), (m), (p) or (q) of SECTION 7.2.5;

(d) Holdco and the Company may each merge into a newly-formed
corporation incorporated under the laws of the United States or any State
for the purpose of reincorporating in such State so long as (i) the
shareholders of the surviving corporation immediately after such merger are
the same as the shareholders of Holdco or the Company, as the case may be,
immediately prior to such merger, (ii) immediately before and after such
merger, no Default shall have occurred and be continuing and (iii) the
corporation surviving such merger shall assume, pursuant to documentation
reasonably satisfactory to the Agents, all of the obligations of Holdco or
the Company, as the case may be, under the Loan Documents.

SECTION 7.2.9. ASSET DISPOSITIONS, ETC. Holdco and the Company will
not, and will not permit any other Restricted Subsidiary to, sell, transfer,
license, lease, contribute or otherwise convey, or grant options, warrants or
other rights with respect to, all or any part of its assets, whether now owned
or hereafter acquired (including accounts receivable and Capital Stock of
Restricted Subsidiaries) to any Person, unless

(a) such sale, transfer, license, lease, contribution or conveyance
of such assets is (i) in the ordinary course of its business (and, other
than the Asset Contribution, does not constitute a sale, transfer, license,
lease, contribution or other conveyance of all or a substantial part of
Holdco's and the Restricted Subsidiaries' assets, taken as a whole) or is
of obsolete or worn out property, (ii) permitted by SECTION 7.2.8,
(iii) from Holdco or any of its Restricted Subsidiaries to the Company or
one of its Wholly-Owned Restricted Subsidiaries that is a U.S. Subsidiary
or from a Restricted Subsidiary of Holdco that is a Non-U.S. Subsidiary to
a Wholly-Owned Restricted Subsidiary of Holdco that is a Non-U.S.
Subsidiary (but only to the extent such sale, transfer, license, lease,
contribution or conveyance would be permitted by SECTION 7.2.11);

(b) such sale, transfer, lease, contribution or conveyance
(i) constitutes an Investment permitted under SECTION 7.2.5,
(ii) constitutes a Lien permitted under SECTION 7.2.3, (iii) constitutes a
Restricted Payment permitted under SECTION 7.2.6, (iv) is from the Company
or any Wholly-Owned Restricted Subsidiary that is a U.S. Subsidiary to any
Wholly-Owned Restricted Subsidiary that is a Non-U.S. Subsidiary and is for
fair market value (but only to the extent such sale, transfer, license,
lease, contribution or conveyance would be permitted by SECTION 7.2.11), or
(v) is pursuant to the Administrative Services Agreement;

(c) (i) such sale, transfer, lease, contribution or conveyance of
such assets is for fair market value and the consideration consists of no
less than 75% in cash or a Lien permitted under CLAUSE (h)(iii) of
SECTION 7.2.3, (ii) the Net Disposition Proceeds received from such assets,
together with the Net Disposition Proceeds of all other assets sold,
transferred, leased, contributed or conveyed pursuant to this CLAUSE (c)
since the Closing Date, does not exceed (individually or in the aggregate)
$20,000,000 in any Fiscal Year and (iii) an amount equal to the Net
Disposition Proceeds generated from such sale, transfer, lease (except
leases and subleases pursuant to CLAUSE (i) of SECTION 7.2.3), contribution
or conveyance is reinvested in the Xxxxxxx Business, or, to the extent
required thereunder, is applied to prepay the Loans pursuant to the terms
of SECTION 3.1.1 and SECTION 3.1.2;

(d) such sale, transfer, lease, contribution or conveyance results
from a casualty or condemnation of property or assets; or

(e) the sale or discount of overdue accounts receivable in the
ordinary course of business, but only in connection with the compromise or
collection thereof.

SECTION 7.2.10. MODIFICATION OF CERTAIN AGREEMENTS. Without the
prior written consent of the Required Lenders, Holdco and the Company will not,
and will not permit any other Restricted Subsidiary to, consent to any
amendment, supplement, amendment and restatement, waiver or other modification
of any of the terms or provisions contained in, or applicable to, the Preferred
Stock or any Material Document or any schedules, exhibits or agreements related
thereto (the "RESTRICTED AGREEMENTS"), in each case which would materially
adversely affect the rights or remedies of the Lenders or Holdco's, the
Company's or any other Obligor's ability to perform hereunder or under any Loan
Document, or materially increase the obligations of Holdco, the Company or any
other Restricted Subsidiary thereunder to the

detriment of the Lenders, or which (a) would increase the cash consideration
payable in respect of the Merger or (b) in the case of the Merger Agreement,
which would increase Holdco's, the Company's or any other Restricted
Subsidiary's obligations or liabilities, contingent or otherwise (other than
adjustments to the cash consideration payable in respect of the Merger made
pursuant to the terms of the Merger Agreement).

SECTION 7.2.11. TRANSACTIONS WITH AFFILIATES. Holdco and the
Company will not, and will not permit any other Restricted Subsidiary to, enter
into, or cause, suffer or permit to exist any arrangement or contract with any
of its other Affiliates (other than any Obligor or any other Restricted
Subsidiary) unless such arrangement or contract is fair and equitable to Holdco,
the Company or such Restricted Subsidiary and is an arrangement or contract of
the kind which would be entered into by a prudent Person in the position of
Holdco, the Company or such Restricted Subsidiary with a Person which is not one
of its Affiliates; PROVIDED, HOWEVER that Holdco, the Company and the other
Restricted Subsidiaries shall be permitted to (i) enter into and perform their
obligations, or take any other actions contemplated or permitted under the
Transaction Documents, (ii) make any Restricted Payment permitted under SECTION
7.2.6, (iii) enter into and perform their obligations under arrangements with
DLJ and its affiliates for underwriting, investment banking and advisory
services on usual and customary terms, (iv) make payment of reasonable and
customary fees and reimbursement of expenses payable to directors of Holdco and
(v) enter into employment arrangements with respect to the procurement of
services of directors, officers and employees in the ordinary course of business
and pay reasonable fees in connection therewith.

SECTION 7.2.12. NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC.
Each of Holdco and the Company will not, and will not permit any other
Restricted Subsidiary to, enter into any agreement (other than the Loan
Documents) prohibiting

(a) (i) the creation or assumption of any Lien upon its properties,
revenues or assets, whether now owned or hereafter acquired securing any
Obligations or any senior refinancing thereof (other than, (a) in the case
of any assets acquired with the proceeds of any Indebtedness permitted
under CLAUSE (c) of SECTION 7.2.2 or subject to Capitalized Lease
Liabilities permitted under such CLAUSE (c), customary limitations and
prohibitions contained in such Indebtedness, and (b) in the case of any
Indebtedness permitted under CLAUSES (g), (h), (i) and (j) of SECTION
7.2.2, customary limitations in respect of the Restricted Subsidiary of the
Company that has incurred such Indebtedness) and its assets; PROVIDED, that
such limitations shall be limited solely to such Restricted Subsidiary (and
any of its Restricted Subsidiaries) and its (and their) assets, or (ii) the
ability of Holdco, the Company or any other Obligor to amend or otherwise
modify this Agreement or any other Loan Document; or

(b) any Restricted Subsidiary from making any payments, directly or
indirectly, to the Company by way of dividends, advances, repayments of
loans or advances, reimbursements of management and other intercompany
charges, expenses and accruals or other returns on investments, or any
other agreement or arrangement which restricts the ability of any such
Restricted Subsidiary to make any payment, directly or indirectly, to the
Company (other than customary limitations and prohibitions in any
Indebtedness ("PERMITTED NEGATIVE PLEDGE INDEBTEDNESS") permitted under
CLAUSES (b),

(g), (h), (i) and (j) of SECTION 7.2.2; PROVIDED, that such
limitations shall be limited solely to such Restricted Subsidiary (and any
of its Restricted Subsidiaries) and its (and their) assets). The Company
will provide copies of the documents governing any Permitted Negative
Pledge Indebtedness to the Agents at the time such Indebtedness is incurred
or the time at which the Person liable for such Permitted Negative Pledge
Indebtedness becomes a Restricted Subsidiary.

SECTION 7.2.13. STOCK OF SUBSIDIARIES. Holdco will not directly
own or hold the capital stock of any person other than the Company, any Retained
Interests and any Investments made by Holdco pursuant to the Retained Interests
so long as such Investments are promptly transferred to the Company upon
consummation (unless Holdco may not, pursuant to binding contractual
obligations, transfer such Investments without the consent of a third party).
Holdco and the Company will not permit any Wholly-Owned Restricted Subsidiary to
issue any Capital Stock (whether for value or otherwise) to any Person other
than the Company or another Wholly-Owned Restricted Subsidiary of the Company.

SECTION 7.2.14. SALE AND LEASEBACK. Each of Holdco and the
Company will not, and will not permit any other Restricted Subsidiary to, enter
into any agreement or arrangement with any other Person providing for the
leasing by Holdco, the Company or any other Restricted Subsidiary of real or
personal property which has been or is to be sold or transferred by each of
Holdco, the Company or any other Restricted Subsidiary to such other Person or
to any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of Holdco, the Company or
any other Restricted Subsidiary, to the extent the aggregate amount of cash
proceeds received by the Company in connection with such agreements or
arrangements exceeds $10,000,000.

SECTION 7.2.15. DESIGNATION OF SENIOR INDEBTEDNESS. Neither
Holdco nor the Company will designate any Indebtedness other than the
Obligations as "Designated Senior Indebtedness" under the Senior Subordinated
Bridge Note Agreement, the Senior Subordinated Note Indenture or the
Subordinated Exchange Debenture Indenture without the consent of the Required
Lenders.

ARTICLE VIII
EVENTS OF DEFAULT

SECTION 8.1 LISTING OF EVENTS OF DEFAULT. Each of the following
events or occurrences described in this SECTION 8.1 shall constitute an "EVENT
OF DEFAULT".

SECTION 8.1.1. NON-PAYMENT OF OBLIGATIONS. (a) The Company shall
default in the payment or prepayment of any principal of any Loan when due or
any Reimbursement Obligations or any deposit of cash for collateral purposes
pursuant to SECTION 2.6.4, as the case may be, or (b) any Obligor (including the
Company) shall default (and such default shall continue unremedied for a period
of three Business Days) in the payment when due of any interest or commitment
fee with respect to the Loans or Commitments or of any other monetary
Obligation.

SECTION 8.1.2. BREACH OF WARRANTY. Any representation or warranty of
the Company or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate
(including the Closing Date Certificate) furnished by or on behalf of the
Company or any other Obligor to the Agents, any Issuer, the Arranger or any
Lender for the purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered pursuant to ARTICLE V)
is or shall be incorrect when made in any material respect.

SECTION 8.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS.
Holdco or the Company shall default in the due performance and observance of any
of its obligations under SECTIONS 7.1.9, 7.1.10, 7.1.11, 7.1.12 or 7.2 (other
than SECTION 7.2.1).

SECTION 8.1.4. NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS.
Any Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Company by the Administrative Agent at the
direction of the Required Lenders.

SECTION 8.1.5. DEFAULT ON OTHER INDEBTEDNESS. A default shall occur
(i) in the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness, other than Indebtedness
described in SECTION 8.1.1, of Holdco or any Restricted Subsidiary having a
principal amount, individually or in the aggregate, in excess of $5,000,000, or
(ii) a default shall occur in the performance or observance of any obligation or
condition with respect to such Indebtedness having a principal amount,
individually or in the aggregate, in excess of $5,000,000 if the effect of such
default is to accelerate the maturity of any such Indebtedness or such default
shall continue unremedied for any applicable period of time sufficient to permit
the holder or holders of such Indebtedness, or any trustee or agent for such
holders, to cause such Indebtedness to become due and payable prior to its
expressed maturity.

SECTION 8.1.6. JUDGMENTS. Judgments or orders for the payment of
money in excess of $5,000,000 (not covered by insurance from a responsible
insurance company that is not denying its liability with respect thereto) in the
aggregate at any time outstanding shall be rendered against Holdco or any
Restricted Subsidiary and remain unvacated and unpaid and either

(a) enforcement proceedings shall have been commenced by any creditor
upon any such judgment or order; or

(b) there shall be any period of 30 consecutive days during which a
stay of enforcement of any such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect.

SECTION 8.1.7. PENSION PLANS. Any of the following events shall occur
with respect to any Pension Plan

(a) the termination of any Pension Plan if, as a result of such
termination, Holdco or the Company would be required to make a
contribution to such Pension Plan,

or would reasonably expect to incur a liability or
obligation to such Pension Plan, in excess of $7,500,000; or

(b) a contribution failure occurs with respect to any Pension Plan
sufficient to give rise to a Lien under SECTION 302(f) of ERISA in an
amount in excess of $7,500,000.

SECTION 8.1.8. CHANGE IN CONTROL. Any Change in Control shall occur.

SECTION 8.1.9. BANKRUPTCY, INSOLVENCY, ETC. The Company, any other
Obligor or any other Restricted Subsidiary (other than Immaterial Subsidiaries)
shall

(a) become insolvent or generally fail to pay, or admit in writing
its inability to pay its debts as they become due;

(b) apply for, consent to, or acquiesce in, the appointment of a
trustee, receiver, sequestrator or other custodian for Holdco or any
Restricted Subsidiary (other than Immaterial Subsidiaries) or any other
Obligor or any material property of any thereof, or make a general
assignment for the benefit of creditors;

(c) in the absence of such application, consent, acquiescence or
assignment, permit or suffer to exist the appointment of a trustee,
receiver, sequestrator or other custodian for Holdco or any Restricted
Subsidiary (other than Immaterial Subsidiaries) or any other Obligor or for
a substantial part of the property of any thereof, and such trustee,
receiver, sequestrator or other custodian shall not be discharged within 60
days, provided that Holdco, each Restricted Subsidiary and each other
Obligor hereby expressly authorizes the Agents, each Issuer and each Lender
to appear in any court conducting any relevant proceeding during such
60-day period to preserve, protect and defend their rights under the Loan
Documents;

(d) permit or suffer to exist the commencement of any bankruptcy,
reorganization, debt arrangement or other case or proceeding under any
bankruptcy or insolvency law, or any dissolution, winding up or liquidation
proceeding, in respect of Holdco or any Restricted Subsidiary (other than
Immaterial Subsidiaries) or any other Obligor, and, if any such case or
proceeding is not commenced by Holdco or such Restricted Subsidiary or such
other Obligor, such case or proceeding shall be consented to or acquiesced
in by Holdco or such Restricted Subsidiary or such other Obligor or shall
result in the entry of an order for relief or shall remain for 60 days
undismissed, provided that Holdco, each Restricted Subsidiary and each
other Obligor hereby expressly authorizes the Agents, each Issuer and each
Lender to appear in any court conducting any such case or proceeding during
such 60-day period to preserve, protect and defend their rights under the
Loan Documents; or

(e) take any action (corporate or otherwise) authorizing, or in
furtherance of, any of the foregoing.

SECTION 8.1.10. IMPAIRMENT OF SECURITY, ETC. Any Loan Document,
or any Lien granted thereunder, shall (except in accordance with its terms or
pursuant to an agreement of the parties thereto), in whole or in part,
terminate, cease to be in full force and effect or cease

to be the legally valid, binding and enforceable obligation of any Obligor
party thereto; the Company or any other Obligor shall, directly or
indirectly, contest in any manner the effectiveness, validity, binding nature
or enforceability thereof; or any Lien securing any Obligation shall, in
whole or in part, cease to be a perfected first priority Lien, subject only
to those exceptions expressly permitted by the Loan Documents, except to the
extent any event referred to above (a) relates to assets of Holdco or any
Restricted Subsidiary that are immaterial, (b) results from the failure of
the Administrative Agent to maintain possession of certificates representing
securities pledged under any Pledge Agreement or to file continuation
statements under the Uniform Commercial Code of any applicable jurisdiction
or (c) is covered by a lender's title insurance policy and the relevant
insurer promptly after the occurrence thereof shall have acknowledged in
writing that the same is covered by such title insurance policy.

SECTION 8.1.11. SUBORDINATED NOTES. The subordination provisions
relating to the Senior Subordinated Notes, the Senior Subordinated Bridge Notes
or the Subordinated Exchange Debentures (the "SUBORDINATION PROVISIONS") shall
fail to be enforceable by the Lenders (which have not effectively waived the
benefits thereof) in accordance with the terms thereof, or the principal or
interest on any Loan, Reimbursement Obligation or other Obligations shall fail
to constitute "Senior Indebtedness" or "Designated Senior Indebtedness" (as
defined in the Senior Subordinated Bridge Note Agreement, the Senior
Subordinated Note Indenture or the Subordinated Exchange Debenture Indenture);
or Holdco, or any Restricted Subsidiary shall disavow or contest in any manner
(i) the effectiveness, validity or enforceability of any of the Subordination
Provisions, or (ii) that any of such Subordination Provisions exist for the
benefit of the Agents and the Lenders.

SECTION 8.2 ACTION IF BANKRUPTCY, ETC. If any Event of Default
described in CLAUSES (b), (c) and (d) of SECTION 8.1.9 shall occur with respect
to any Obligor (other than Immaterial Subsidiaries) the Commitments (if not
theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations (including
Reimbursement Obligations) shall automatically be and become immediately due and
payable, without notice or demand and the Company shall automatically and
immediately be obligated to deposit with the Administrative Agent cash
collateral in an amount equal to all Letter of Credit Outstandings.

SECTION 8.3 ACTION IF OTHER EVENT OF DEFAULT. If any Event of
Default (other than an Event of Default described in CLAUSES (b), (c) and (d) of
SECTION 8.1.9) shall occur for any reason, whether voluntary or involuntary, and
be continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Company declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations) to be due and payable, require the Company to provide
cash collateral to be deposited with the Administrative Agent in an amount equal
to the undrawn amount of all Letters of Credit outstanding and/or declare the
Commitments (if not theretofore terminated) to be terminated, whereupon the full
unpaid amount of such Loans and other Obligations which shall be so declared due
and payable shall be and become immediately due and payable, without further
notice, demand or presentment, and/or, as the case may be, the Commitments shall
terminate and the Company shall deposit with the Administrative Agent cash
collateral in an amount equal to all Letters of Credit Outstandings.

ARTICLE IX
THE AGENTS

SECTION 9.1 ACTIONS. Each Lender hereby appoints DLJ as its
Syndication Agent and U.S. Bank National Association as its Administrative Agent
under and for purposes of this Agreement and each other Loan Document. Each
Lender authorizes the Agents to act on behalf of such Lender under this
Agreement and each other Loan Document and, in the absence of other written
instructions from the Required Lenders received from time to time by the Agents
(with respect to which each of the Agents agrees that it will comply, except as
otherwise provided in this Section or as otherwise advised by counsel), to
exercise such powers hereunder and thereunder as are specifically delegated to
or required of the Agents by the terms hereof and thereof, together with such
powers as may be reasonably incidental thereto. Each Lender hereby indemnifies
(which indemnity shall survive any termination of this Agreement) the Agents,
ratably in accordance with their respective Term Loans outstanding and
Commitments (or, if no Term Loans or Commitments are at the time outstanding and
in effect, then ratably in accordance with the principal amount of Term Loans
held by such Lender, and their respective Commitments as in effect in each case
on the date of the termination of this Agreement), from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any kind
or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, any of the Agents in any way relating to or arising out of
this Agreement and any other Loan Document, including reasonable attorneys'
fees, and as to which any Agent is not reimbursed by the Company or any other
Obligor (and without limiting the obligation of the Company or any other Obligor
to do so); PROVIDED, HOWEVER, that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, claims, costs or
expenses which are 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 Agents 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 hereunder to
its satisfaction. If any indemnity in favor of any of the Agents shall be or
become, in such Agent's determination, inadequate, the Agent may call for
additional indemnification from the Lenders and cease to do the acts indemnified
against hereunder until such additional indemnity is given.

SECTION 9.2 FUNDING RELIANCE, ETC. Unless the Administrative Agent
shall have been notified by telephone, confirmed in writing, by any Lender by
5:00 p.m., New York time, on the day prior to a Borrowing or Disbursement with
respect to a Letter of Credit pursuant to SECTION 2.6.2 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 Company a corresponding
amount. If and to the extent that such Lender shall not have made such amount
available to the Administrative Agent, such Lender severally agrees and the
Company agrees to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
the Administrative Agent made such amount available to the Company to the date
such amount is repaid to the Administrative Agent, at the interest rate
applicable at the time to Loans comprising such Borrowing.

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SECTION 9.3 EXCULPATION. None of the Agents or the Arranger 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 its 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 of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by the Company of its obligations
hereunder or under any other Loan Document. Any such inquiry which may be made
by any Agent or any Issuer shall not obligate it to make any further inquiry or
to take any action. The Agents and the Issuers shall be entitled to rely upon
advice of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which the Agents or the Issuers, as
applicable, believe to be genuine and to have been presented by a proper Person.

SECTION 9.4 SUCCESSOR. The Syndication Agent may resign as such
upon one Business Day's notice to the Company and the Administrative Agent.
The Administrative Agent may resign as such at any time upon at least 30
days' prior notice to the Company and all Lenders. If the Administrative
Agent at any time shall resign, the Required Lenders may, with the prior
consent of the Company (which consent shall not be unreasonably withheld),
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 and with the prior consent
of the Company (which consent shall not be unreasonably withheld), 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
or a United States branch or agency of a commercial banking institution, 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. After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of

(a) this ARTICLE IX shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Administrative Agent
under this Agreement; and

(b) SECTION 11.3 and SECTION 11.4 shall continue to inure to its
benefit.

SECTION 9.5 CREDIT EXTENSIONS BY EACH AGENT AND ISSUER. Each Agent
and each Issuer shall have the same rights and powers with respect to (i) in the
case of the Agents, the Credit Extensions made by it or any of its affiliates
and (ii) in the case of any Issuer, the Loans made by it or any of its
affiliates as any other Lender and may exercise the same as if it were not an
Agent or an Issuer. Each Agent, each Issuer and each of their respective
affiliates

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may accept deposits from, lend money to, and generally engage in any
kind of business with the Company or any Subsidiary or Affiliate of the Company
as if such Agent or Issuer were not an Agent or Issuer hereunder.

SECTION 9.6 CREDIT DECISIONS. Each Lender acknowledges that it
has, independently of each Agent, the Arranger, each Issuer and each other
Lender, and based on such Lender's review of the financial information of the
Company, this Agreement, the other Loan Documents (the terms and provisions of
which being satisfactory to such Lender) and such other documents, information
and investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of each Agent, the Arranger, each Issuer and each other Lender,
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 9.7 COPIES, ETC. The Administrative Agent shall give prompt
notice to each Lender of each material notice or request required or permitted
to be given to the Administrative Agent by the Company pursuant to the terms of
this Agreement (unless concurrently delivered to the Lenders by the Company).
The Administrative Agent will distribute to each Lender each document or
instrument received for such Lender's account and copies of all other
communications received by the Administrative Agent from the Company for
distribution to the Lenders by the Administrative Agent in accordance with the
terms of this Agreement.

SECTION 9.8 THE SYNDICATION AGENT, THE DOCUMENTATION AGENT AND THE
ADMINISTRATIVE AGENT. Notwithstanding anything else to the contrary contained
in this Agreement or any other Loan Document, the Syndication Agent, the
Documentation Agent and the Administrative Agent, each in such capacity, shall
have no duties or responsibilities under this Agreement or any other Loan
Document nor any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Syndication Agent,
the Documentation Agent or the Administrative Agent, as applicable, in such
capacity except, in the case of the Agents, as are explicitly set forth herein
or in the other Loan Documents.

ARTICLE X
HOLDCO GUARANTY

SECTION 10.1 GUARANTY. Holdco hereby absolutely, unconditionally
and irrevocably

(a) guarantees the full and punctual payment when due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise, of all Obligations of each Obligor (other than Holdco) now or
hereafter existing under this Agreement and each other Loan Document to which
such Obligor is or may become a party, whether for principal, interest, fees,
expenses or otherwise (including all such amounts which would become due but for
the operation of the automatic stay under SECTION 362(a) of the United States

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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)), and

(b) agrees to indemnify and hold harmless each Lender for any and all
costs and expenses (including reasonable attorney's fees and expenses) incurred
by such Lender or such holder, as the case may be, in enforcing any rights under
this ARTICLE X;

PROVIDED, HOWEVER, that Holdco shall be liable under this Agreement only for
the maximum amount of such liability that can be hereby incurred without
rendering this Agreement, as it relates to Holdco, voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount. This ARTICLE X constitutes a guaranty of payment when due and
not of collection, and Holdco specifically agrees that it shall not be
necessary or required that any Lender exercise any right, assert any claim or
demand or enforce any remedy whatsoever against any Obligor (other than
Holdco) (or any other Person) before or as a condition to the obligations of
such Guarantor hereunder.

SECTION 10.2 ACCELERATION OF OBLIGATIONS HEREUNDER. Holdco agrees
that, in the event of the dissolution or insolvency of any Obligor (other than
Holdco), or the inability or failure of any Obligor to pay its debts as they
become due, or an assignment by any Obligor (other than Holdco) for the benefit
of creditors, or the commencement of any case or proceeding in respect of any
Obligor (other than Holdco) under any bankruptcy, insolvency or similar laws,
and if such event shall occur at a time when any of the Obligations of any
Obligor (other than Holdco) may not then be due and payable, Holdco agrees that
it will pay to the Lenders forthwith the full amount which would be payable
hereunder by such Obligor if all such Obligations were then due and payable.
The foregoing provisions of this SECTION 10.2 shall not be applicable if the
dissolution, insolvency or other events described above relate to an Immaterial
Subsidiary.

SECTION 10.3 OBLIGATIONS HEREUNDER ABSOLUTE, ETC. The obligations of
Holdco under this ARTICLE X shall in all respects be a continuing, absolute,
unconditional and irrevocable guaranty of payment, and shall remain in full
force and effect until all Obligations of each Obligor (other than Holdco) have
been paid in full and all Commitments shall have terminated. Holdco guarantees
that the Obligations of each Obligor (other than Holdco) will be paid strictly
in accordance with the terms of this Agreement and each other Loan Document
under which they arise, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Lender or any holder of any Note with respect thereto. The
liability of Holdco under this ARTICLE X shall be absolute, unconditional and
irrevocable irrespective of:

(a) any lack of validity, legality or enforceability of other
provisions of this Agreement or any other Loan Document;

(b) the failure of any Lender

(i) to assert any claim or demand or to enforce any right or remedy
against any Obligor (other than Holdco) or any other Person (including
any other guarantor) under the provisions of this Agreement, any other
Loan Document or otherwise, or

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(ii) to exercise any right or remedy against any other guarantor of,
or collateral securing, any Obligations of any Obligor
(other than Holdco);

(c) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations of any Obligor (other than Holdco),
or any other extension, compromise or renewal of any Obligation of any Obligor
(other than Holdco);

(d) any reduction, limitation, impairment or termination of any
Obligation of any Obligor (other than Holdco) for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to (and Holdco hereby waives any right to or claim of) any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any Obligation
of any Obligor (other than Holdco) or otherwise;

(e) any amendment to, rescission, waiver, or other modification of,
or any consent to departure from, any of the other terms of this Agreement or
any other Loan Document;

(f) any addition, exchange, release, surrender or non-perfection of
any collateral, or any amendment to or waiver or release or addition of, or
consent to departure from, any other guaranty, held by any Lender securing any
of the Obligations of any Obligor (other than Holdco); or

(g) any other circumstance which might otherwise constitute a defense
available to, or a legal or equitable discharge of, any Obligor (other than
Holdco), any surety or any guarantor.

SECTION 10.4 REINSTATEMENT, ETC. Holdco agrees that this ARTICLE X
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment (in whole or in part) of any of the Obligations of any Obligor
(other than Holdco) is rescinded or must otherwise be restored by any Lender
upon the insolvency, bankruptcy or reorganization of any Obligor (other than
Holdco) or otherwise, all as though such payment had not been made.

SECTION 10.5 WAIVER, ETC. Holdco hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of any Obligor (other than Holdco) and this ARTICLE X and any
requirement that the Administrative Agent and any other Lender protect, secure
or perfect or insure any security interest or Lien, or any property subject
thereto, or exhaust any right or take any action against any Obligor (other than
Holdco) or any other Person (including any other guarantor) or entity or any
collateral securing the Obligations of any Obligor (other than Holdco), as the
case may be.

SECTION 10.6 POSTPONEMENT OF SUBROGATION. Holdco agrees that it
will not exercise any rights which it may acquire by way of subrogation under
this ARTICLE X, by any payment made hereunder or otherwise, until the prior
payment, in full and in cash, of all Obligations of each Obligor (other than
Holdco). Any amount paid to Holdco on account of any such subrogation rights
prior to the payment in full of all Obligations of each Obligor (other than
Holdco) shall be held in trust for the benefit of the Lenders and shall
immediately be paid to the

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Lenders and credited and applied against the Obligations of each Obligor
(other than Holdco) whether matured or unmatured, in accordance with the
terms of this Agreement; PROVIDED, HOWEVER, that if all Obligations of each
Obligor (other than Holdco) have been paid in full in cash and all
Commitments have been permanently terminated, each Lender agrees that, at
Holdco's request, the Lenders will execute and deliver to Holdco appropriate
documents (without recourse and without representation or warranty) necessary
to evidence the transfer by subrogation to Holdco of an interest in the
Obligations of each Obligor (other than Holdco) resulting from such payment
by Holdco. In furtherance of the foregoing, for so long as any Obligations
of any Obligor (other than Holdco) or any Commitments remain outstanding,
Holdco shall refrain from taking any action or commencing any proceeding
against any Obligor (other than Holdco) (or its successors or assigns),
whether in connection with a bankruptcy proceeding or otherwise to recover
any amounts in respect of payments made under this ARTICLE X to any Lender.

SECTION 10.7 SUCCESSORS, TRANSFEREES AND ASSIGNS; TRANSFERS OF
NOTES, ETC. Without limiting the generality of SECTION 11.11, any Lender may
assign or otherwise transfer (in whole or in part) any Obligation of any Obligor
(other than Holdco) held by it to any other Person or entity, and such other
Person or entity shall thereupon become vested with all rights and benefits in
respect thereof granted to such Lender under any Loan Document (including this
ARTICLE X) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of SECTION 11.11 and ARTICLE IX of
this Agreement.

ARTICLE XI
MISCELLANEOUS PROVISIONS

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 Holdco, the Company and each Obligor party thereto and by the
Required Lenders; PROVIDED, HOWEVER, that no such amendment, modification or
waiver which would:

(a) 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;

(b) modify this SECTION 11.1, or clause (a) of SECTION 11.10, change
the definitions of "Required Lenders" or "Total Exposure Amount", increase
any Commitment Amount or the Percentage of any Lender (other than pursuant
to CLAUSE (b) or CLAUSE (d) of SECTION 2.1.1 or CLAUSE (c) of
SECTION 2.1.2), reduce any fees described in SECTION 3.3 (other than the
administration fee referred to in SECTION 3.3.2), release any material
Subsidiary Guarantor from its obligations under the Subsidiary Guaranty,
Holdco from its obligations under Article X or all or substantially all of
the collateral security (except in each case as otherwise specifically
provided in this Agreement, the Subsidiary Guaranty, the Security Agreement
or a Pledge Agreement and it being understood that an increase in the
amount of the Indebtedness of the Company secured ratably by such
collateral security shall not be deemed a release of collateral security)
or
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extend any Commitment Termination Date, shall be made without the
consent of each Lender directly and adversely affected thereby;

(c) extend the due date for, or reduce the amount of, any scheduled
repayment of principal of or interest on or fees payable in respect of any
Loan or reduce the principal amount of or rate of interest on or fees
payable in respect of any Loan or any Reimbursement Obligations (which
shall in each case include the conversion of all or any part of the
Obligations into equity of any Obligor), shall be made without the consent
of the Lender which has made such Loan or, in the case of a Reimbursement
Obligation, the Issuer owed, and those Lenders participating in, such
Reimbursement Obligation;

(d) affect adversely the interests, rights or obligations of any
Agent, any Issuer or the Arranger (in its capacity as Agent, Issuer or
Arranger), unless consented to by such Agent, Issuer or Arranger, as the
case may be; or

(e) amend, modify or waive the provisions of CLAUSE (a)(i) of SECTION
3.1.1 or CLAUSE (b) of SECTION 3.1.2 or effect any amendment, modification
or waiver that by its terms adversely affects the rights of Lenders
participating in any Tranche differently from those of Lenders
participating in other Tranches, without the consent of the holders of at
least a majority of the aggregate amount of Loans outstanding under the
Tranche or Tranches affected by such amendment, modification or waiver, or,
in the case of an amendment, modification or waiver affecting any Tranche
or Tranches of Revolving Loan Commitments, the Lenders holding at least a
majority of the Revolving Loan Commitments in respect of such Tranche or
Tranches.

For purposes of this Section 11.1, the Syndication Agent, in coordination
with the Administrative Agent, shall have primary responsibility, together
with the Company, in the negotiation, preparation and documentation relating
to any amendment, modification or waiver of this Agreement, any other Loan
Document or any other agreement or document related hereto or thereto
contemplated pursuant to this Section. No failure or delay on the part of
any Agent, any 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 Company in any case shall entitle it to
any notice or demand in similar or other circumstances. No waiver or
approval by any Agent, any 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 such party at
its address or facsimile number set forth on SCHEDULE II hereto or, in the case
of a Lender that becomes a party hereto after the date hereof, as set forth in
the Lender Assignment Agreement pursuant to which such Lender becomes a Lender
hereunder or 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
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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 (and telephonic
confirmation of receipt thereof has been received).

SECTION 11.3 PAYMENT OF COSTS AND EXPENSES. The Company agrees
to pay on demand all reasonable expenses of each of the Agents (including the
reasonable fees and out-of-pocket expenses of a single counsel to the Agents
and of local counsel, if any, who may be retained by counsel to the Agents)
in connection with

(a) the syndication by the Syndication Agent and the Arranger of the
Loans, the negotiation, preparation, execution and delivery of this
Agreement and of each other Loan Document, including schedules and
exhibits, 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, whether or not the transactions contemplated
hereby are consummated;

(b) the filing, recording, refiling or rerecording of each Mortgage,
each Pledge Agreement and the Security Agreement and/or any Uniform
Commercial Code financing statements relating thereto and all amendments,
supplements and modifications to any thereof and any and all other
documents or instruments of further assurance required to be filed or
recorded or refiled or rerecorded by the terms hereof or of such Mortgage,
Pledge Agreement or Security Agreement; and

(c) the preparation and review of the form of any document or
instrument relevant to this Agreement or any other Loan Document.

The Company further agrees to pay, and to save the Agents, the Issuers and the
Lenders harmless from all liability for, any stamp or other similar taxes which
may be payable in connection with the execution or delivery of this Agreement,
the Credit Extensions made hereunder or the issuance of any Notes or Letters of
Credit or any other Loan Documents. The Company also agrees to reimburse each
Agent, each Issuer and each Lender upon demand for all reasonable out-of-pocket
expenses (including reasonable attorneys' fees and legal expenses) incurred by
such Agent, such Issuer or such Lender in connection with (x) the negotiation of
any restructuring or "work-out", whether or not consummated, of any Obligations
and (y) the enforcement of any Obligations.

SECTION 11.4 INDEMNIFICATION. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Company hereby, to the fullest extent permitted under applicable law,
indemnifies, exonerates and holds each Agent, each Issuer, the Arranger and each
Lender and each of their respective Affiliates, and each of their respective
partners, officers, directors, employees and agents, and each other Person
controlling any of the foregoing within the meaning of either SECTION 15 of the
Securities Act of 1933, as amended, or SECTION 20 of the Securities Exchange Act
of 1934, as amended (collectively, the "INDEMNIFIED 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 any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable attorneys' fees
and
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disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to

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

(b) the entering into and performance of this Agreement and any other
Loan Document by any of the Indemnified Parties (excluding any successful
action brought by or on behalf of the Company as the result of any failure
by any Lender to make any Credit Extension hereunder);

(c) any investigation, litigation or proceeding related to any
acquisition or proposed acquisition by Holdco, the Company or any of its
Subsidiaries of all or any portion of the stock or assets of any Person,
whether or not such Agent, such Issuer, such Arranger or such Lender is
party thereto;

(d) any alleged or actual litigation or proceeding related to any
environmental cleanup or noncompliance with or liability under any
Environmental Law relating to the use, ownership or operation by Holdco,
the Company or any of its Subsidiaries of any real property or to the
release, generation, transportation or arrangement for transportation by
Holdco, the Company or any of its Subsidiaries of any Hazardous Material;
or

(e) the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission or release from, any real property owned or
operated by Holdco, the Company or any Subsidiary thereof of any Hazardous
Material present on or under such property at or prior to the time Holdco,
the Company or such Subsidiary owned or operated such property which gives
rise to liability under any Environmental Law (including any losses,
liabilities, damages, injuries, costs, expenses or claims asserted or
arising under any Environmental Law), regardless of whether caused by, or
within the control of, Holdco, the Company or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or willful misconduct or any Hazardous Materials that are first
manufactured, emitted, generated, treated, released, stored or disposed of on
any real property of Holdco or any of its Subsidiaries or any violation of
Environmental Law that first occurs on or with respect to any real property of
Holdco, the Company or any of its Subsidiaries after such real property is
transferred to any Indemnified Party or its successor by foreclosure sale, deed
in lieu of foreclosure, or similar transfer, except to the extent such
manufacture, emission, release, generation, treatment, storage or disposal or
violation is actually caused by Holdco, the Company or any of the Company's
Subsidiaries. Holdco and the Company and its permitted successors and assigns
hereby waive, release and agree not to make any claim, or bring any cost
recovery action against, any Agent, any Issuer, the Documentation Agent, the
Arranger or any Lender under CERCLA or any state equivalent, or any similar law
now existing or hereafter enacted, except to the extent arising (x) out of the
gross negligence or willful misconduct of any Indemnified Party or arising (y)
out of any Hazardous Materials that are manufactured, emitted, generated,
treated, released, stored or

108

disposed of on any real property of Holdco or any of its Subsidiaries or any
violation of Environmental Law that occurs on or with respect to any real
property of Holdco or any of its Subsidiaries to the extent occurring after
such real property is transferred to any Indemnified Party or its successor
by foreclosure sale, deed in lieu of foreclosure, or similar transfer, except
to the extent such manufacture, emission, release, generation, treatment,
storage or disposal or violation is actually caused by Holdco or any of its
Subsidiaries. It is expressly understood and agreed that to the extent that
any Indemnified Party is strictly liable under any Environmental Laws, the
Company's obligation to such Indemnified Party under this indemnity shall
likewise be without regard to fault on the part of the Company, to the extent
permitted under applicable law, with respect to the violation or condition
which results in liability of such Indemnified Party. Notwithstanding
anything to the contrary herein, each Agent, each Issuer, the Arranger and
each Lender shall be responsible with respect to any Hazardous Materials that
are first manufactured, emitted, generated, treated, released, stored or
disposed of on any real property of Holdco or any of its Subsidiaries or any
violation of Environmental Law that first occurs on or with respect to any
such real property after such real property is transferred to any Agent,
Issuer, Arranger or Lender to its successor by foreclosure sale, deed in lieu
of foreclosure, or similar transfer, except to the extent such manufacture,
emission, release, generation, treatment, storage or disposal or violation is
actually caused by Holdco or any of its Subsidiaries. If and to the extent
that the foregoing undertaking may be unenforceable for any reason, the
Company 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 Company under
SECTIONS 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4, and the obligations of the Lenders
under SECTIONS 4.8 and 9.1, shall in each case survive any termination of this
Agreement, the payment in full of all Obligations and the termination of all
Commitments. The representations and warranties made by Holdco, the Company and
each other Obligor 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, ETC. 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.

SECTION 11.9 GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT AND,
EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED THEREIN,

109

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 (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES. This 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. Upon the execution and delivery of
this Agreement by the parties hereto, all obligations and liabilities of the
DLJMB Entities under or relating or with respect to the Commitment Letter
shall be terminated and of no further force or effect.

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:

(a) Holdco, the Company may not assign or transfer its rights or
obligations hereunder without the prior written consent of each of the
Agents and all Lenders; and

(b) the rights of sale, assignment and transfer of the Lenders are
subject to SECTION 11.11.

SECTION 11.11 SALE AND TRANSFER OF LOANS AND NOTES; PARTICIPATIONS IN
LOANS AND NOTES. Each Lender may assign, or sell participations in, its Loans
and Commitments to one or more other Persons, on a non PRO RATA basis (except as
provided below), in accordance with this SECTION 11.11.

SECTION 11.11.1. ASSIGNMENTS. Any Lender (the "ASSIGNOR LENDER"),

(a) with the written consents of the Company, the Agents and (in the
case of any assignment of participations in Letters of Credit or Revolving
Loan Commitments) the applicable Issuer (which consents (i) shall not be
unreasonably delayed or withheld and (ii) of the Company shall not be
required upon the occurrence and during the continuance of any Event of
Default), may at any time assign and delegate to one or more commercial
banks, funds which are regularly engaged in making, purchasing or investing
in loans or securities or other financial institutions, and

(b) with notice to the Company, the Agents, and (in the case of any
assignment of participations in Letters of Credit or Revolving Loan
Commitments) the applicable Issuer, but without the consent of the Company,
the Agents or such Issuer, may assign and delegate to any of its affiliates
or to any other Lender, or to an Approved Fund of any Lender

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "ASSIGNEE LENDER"), all or any fraction of such Lender's Term Loans of any
Tranche, Revolving Loans, participations in Letters of Credit, Letter of Credit
Outstandings with respect thereto and related Commitments of any Tranche (which
assignment and delegation shall be, as among Revolving Loan Commitments,
Revolving Loans and participations in Letters of Credit, of a constant, and
not a

110

varying, percentage) which, in the case of an assignment under CLAUSE (A)
above, shall be in a minimum aggregate amount of (i) $1,000,000 or such
lesser amount as the Company and the Agents may consent to, or (ii) with
respect to the Tranche as to which such assignment is to occur, the then
remaining amount of such Lender's Term Loans or Revolving Loan Commitment and
related Revolving Loans and participations in Letters of Credit, as the case
may be; PROVIDED, HOWEVER, that any such Assignee Lender will comply, if
applicable, with the provisions contained in SECTION 4.6 and the Company,
each other Obligor and the Agents shall be entitled to continue to deal
solely and directly with such Lender in connection with the interests so
assigned and delegated to an Assignee Lender until

(i) written notice of such assignment and delegation, together
with payment instructions, addresses and related information with
respect to such Assignee Lender, shall have been given to the
Company and the Agents by such Lender and such Assignee Lender;

(ii) such Assignee Lender shall have executed and delivered to
the Company and the Agents a Lender Assignment Agreement,
accepted by the Agents;

(iii) the processing fees described below shall have been paid;
and

(iv) the Administrative Agent shall have registered such
assignment and delegation in the Register pursuant to CLAUSE (b)
of SECTION 2.7.

From and after the date that the Agents accept such Lender Assignment Agreement
and such assignment and delegation is registered in the Register pursuant to
CLAUSE (b) of SECTION 2.7, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and
(y) the Assignor Lender, to the extent that rights and obligations hereunder
have been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Loan Documents. Any Assignor Lender that shall have previously requested and
received any Note or Notes in respect of any Tranche to which any such
assignment applies shall, upon the acceptance by the Administrative Agent of the
applicable Lender Assignment Agreement, xxxx such Note or Notes "exchanged" and
deliver them to the Company (against, if the Assignor Lender has retained Loans
or Commitments with respect to the applicable Tranche and has requested
replacement Notes pursuant to CLAUSE (b)(ii) of SECTION 2.7, its receipt from
the Company of replacement Notes in the principal amount of the Loans and
Commitments of the applicable Tranche retained by it). Such Assignor Lender or
such Assignee Lender must also pay a processing fee to the Administrative Agent
upon delivery of any Lender Assignment Agreement in the amount of $3,500, unless
such assignment and delegation is by a Lender to its Affiliate or Approved Fund
or if such assignment and delegation is by a Lender to a Federal Reserve Bank,
as provided below or is otherwise consented to by the Administrative Agent. Any
attempted assignment and delegation not made in accordance with this SECTION
11.11.1 shall be null and void. Nothing contained in this SECTION 11.11.1 shall
prevent or prohibit any Lender from pledging its rights (but not its obligations
to make Loans or participate in Letters of Credit or Letter of Credit
Outstandings) under this Agreement and/or its

111

Loans hereunder to a Federal Reserve Bank in support of borrowings made by
such Lender from such Federal Reserve Bank, and any Lender that is a fund
that invests in bank loans may pledge all or any portion of its rights (but
not its obligations to make Loans or participate in Letters of Credit or
Letter of Credit Outstandings) hereunder to any trustee or any other
representative of holders of obligations owed or securities issued by such
fund as security for such obligations or securities. In the event that S&P,
Xxxxx'x or Xxxxxxxx'x BankWatch (or InsuranceWatch Ratings Service, in the
case of Lenders that are insurance companies (or Best's Insurance Reports, if
such insurance company is not rated by Insurance Watch Ratings Service))
shall, after the date that any Lender with a Commitment to make Revolving
Loans or participate in Letters of Credit becomes a Lender, downgrade the
long-term certificate of deposit rating or long-term senior unsecured debt
rating of such Lender, and the resulting rating shall be below BBB-, Baa3 or
C (or BB, in the case of Lender that is an insurance company (or B, in the
case of an insurance company not rated by InsuranceWatch Ratings Service)),
respectively, then the applicable Issuer or the Company shall have the right,
but not the obligation, upon notice to such Lender and the Agents, to replace
such Lender with an Assignee Lender in accordance with and subject to the
restrictions contained in this Section, and such Lender hereby agrees to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in this Section) all its interests, rights and
obligations in respect of its Revolving Loan Commitment under this Agreement
to such Assignee Lender; PROVIDED, HOWEVER, that (i) no such assignment shall
conflict with any law, rule, regulation or order of any governmental
authority and (ii) such Assignee Lender shall pay to such Lender in
immediately available funds on the date of such assignment the principal of
and interest and fees (if any) accrued to the date of payment on the Loans
made, and Letters of Credit participated in, by such Lender hereunder and all
other amounts accrued for such Lender's account or owed to it hereunder.

SECTION 11.11.2. PARTICIPATIONS. Any Lender may at any time
sell to one or more commercial banks or other Persons (each such commercial
bank and other Person being herein called a "PARTICIPANT") participating
interests in any of the Loans, Commitments, participations in Letters of
Credit and Letter of Credit Outstandings or other interests of such Lender
hereunder; PROVIDED, HOWEVER, that

(a) no participation contemplated in this Section shall relieve such
Lender from its Commitments or its other obligations hereunder or under any
other Loan Document;

(b) such Lender shall remain solely responsible for the performance
of its Commitments and such other obligations;

(c) the Company and each other Obligor and the Agents shall continue
to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and each of the other
Loan Documents;

(d) no Participant, unless such Participant is itself a Lender, shall
be entitled to require such Lender to take or refrain from taking any
action hereunder or under any other Loan Document, except that such Lender
may agree with any Participant that such Lender will not, without such
Participant's consent, agree to (i) any reduction in the interest rate or
amount of fees that such Participant is otherwise entitled to, (ii) a
decrease
112

in the principal amount, or an extension of the final Stated
Maturity Date, of any Loan in which such Participant has purchased a
participating interest or (iii) a release of all or substantially all of
the collateral security under the Loan Documents or any material Subsidiary
Guarantor under the Subsidiary Guaranty, in each case except as otherwise
specifically provided in a Loan Document; and

(e) the Company shall not be required to pay any amount under
SECTIONS 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4 that is greater than the amount
which it would have been required to pay had no participating interest been
sold.

The Company acknowledges and agrees, subject to CLAUSE (e) above, that, to the
fullest extent permitted under applicable law, each Participant, for purposes of
SECTIONS 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 11.3 and 11.4, shall be considered a
Lender.

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 Holdco, the Company or any of its Affiliates in which Holdco, the Company
or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 11.13 FORUM SELECTION, CONSENT TO JURISDICTION AND WAIVER OF
IMMUNITIES.

(a) 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, THE ISSUERS, HOLDCO OR THE COMPANY RELATING
THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK
COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. EACH OF HOLDCO AND THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK, NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH OF HOLDCO AND THE COMPANY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.
EACH OF HOLDCO AND THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH

113

LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(b) NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY AGENT,
ANY LENDER OR ANY ISSUER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR AFFECT THE RIGHT OF ANY SUCH PERSON TO BRING ANY ACTION OR
PROCEEDING AGAINST HOLDCO, THE COMPANY OR ITS RESPECTIVE PROPERTY IN THE
COURTS OF ANY OTHER JURISDICTIONS.

(c) TO THE EXTENT HOLDCO OR THE COMPANY HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR TO ITS
PROPERTY, EACH OF HOLDCO AND THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT EXECUTED OR TO
BE EXECUTED BY IT.

SECTION 11.14 WAIVER OF JURY TRIAL. THE AGENTS, THE ISSUERS, THE
LENDERS AND HOLDCO AND THE COMPANY 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 ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS,
THE LENDERS, HOLDCO OR THE COMPANY RELATING THERETO. EACH OF HOLDCO AND THE
COMPANY 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 AGENTS AND THE LENDERS ENTERING INTO THIS AGREEMENT AND
EACH SUCH OTHER LOAN DOCUMENT.

SECTION 11.15 CONFIDENTIALITY. The Agents, the Issuers, the
Arranger and the Lenders shall hold all non-public information obtained
pursuant to or in connection with this Agreement or obtained by them based on
a review of the books and records of the Company or any of its Subsidiaries
in accordance with their customary procedures for handling confidential
information of this nature, but may make disclosure to any of their
examiners, Affiliates, Approved Funds, outside auditors, counsel and other
professional advisors in connection with this Agreement or as reasonably
required by any potential BONA FIDE transferee, participant or assignee, or
to any direct or indirect contractual counterparties in swap agreements or
such contractual counterparties' professional advisors, or in connection with
the exercise of remedies under a Loan Document, or as requested by any
governmental or regulatory agency, or the

114

National Association of Insurance Commissioners, or representative of any
thereof or pursuant to legal process; PROVIDED, HOWEVER, that

(a) unless specifically prohibited by applicable law or court order,
each Agent, each Issuer, the Arranger and each Lender shall promptly notify
the Company of any request by any governmental agency or representative
thereof (other than any such request in connection with an examination of
the financial condition of such Agent, such Issuer, the Arranger and such
Lender by such governmental agency) for disclosure of any such non-public
information prior to disclosure of such information;

(b) prior to any such disclosure pursuant to this SECTION 11.15, each
Agent, each Issuer, the Arranger and each Lender shall require any such
BONA FIDE transferee, participant and assignee receiving a disclosure of
non-public information to agree in writing

(i) to be bound by this SECTION 11.15; and

(ii) to require such Person to require any other Person to whom
such Person discloses such non-public information to be similarly
bound by this SECTION 11.15; and

(c) except as may be required by an order of a court of competent
jurisdiction and to the extent set forth therein, no Lender shall be
obligated or required to return any materials furnished by Holdco, the
Company or any of its Subsidiaries.

[Remainder of page intentionally left blank]

115

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.

XXXXXXX CORPORATION

By: /s/ Xxxxxx X. Xxxxxx
------------------------
Title: Vice President,
General Counsel
and Secretary

XXXXXXX COMMUNICATIONS LLC

By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Title: Vice President,
General Counsel
and Secretary

DLJ CAPITAL FUNDING, INC.
as the Syndication Agent and as a Lender

By: /s/ Xxxx Xxxxx
---------------------------
Title: Managing Director

U.S. BANK NATIONAL ASSOCIATION
as the Administrative Agent and as a Lender

By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Title: Commercial Banking Officer

XXXXX FARGO BANK, N.A.
as the Documentation Agent and as a Lender

By: /s/ Xxxx Xxxxx
---------------------------
Title: Relationship Manager

S-1

LENDERS

COMERICA BANK
as a Lender

By: /s/ Xxxxxxx X. X'Xxxxxx
---------------------------
Title: Vice President

XXXXX FARGO BANK, N.A.
as the Documentation Agent and as a Lender

By: /s/ Xxxx Xxxxx
---------------------------
Title: Relationship Manager

CREDIT LYONNAIS NEW YORK BRANCH
as a Lender

By: /s/ Xxxx Xxxxxx
---------------------------
Title: Supervisor

XXXXXX TRUST AND SAVINGS
as a Lender

By: /s/ Xxxxxx Xxxxx
---------------------------
Title: Vice President

TRANSAMERICA BUSINESS CREDIT CORPORATION
as a Lender

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

S-2

TABLE OF CONTENTS

PAGE
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ARTICLE I DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . .3

SECTION 1.1 Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . .3
SECTION 1.2 Use of Defined Terms . . . . . . . . . . . . . . . . . . . . 36
SECTION 1.3 Cross-References . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 1.4 Accounting and Financial Determinations. . . . . . . . . . . 36

ARTICLE II COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES
AND LETTERS OF CREDIT. . . . . . . . . . . . . . . . . . . . 37

SECTION 2.1 Commitments. . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 2.1.1. Term Loan Commitments. . . . . . . . . . . . . . . . . . . . 37
SECTION 2.1.2. Revolving Loan Commitments and Swing Line Loan
Commitment . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 2.1.3. Letter of Credit Commitment. . . . . . . . . . . . . . . . . 40
SECTION 2.1.4. Lenders Not Permitted or Required to Make the Loans. . . . . 41
SECTION 2.1.5. Issuer Not Permitted or Required to Issue Letters of
Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 2.2 Optional Reduction of the Revolving Loan Commitment Amount . 41
SECTION 2.3 Borrowing Procedures and Funding Maintenance . . . . . . . . 42
SECTION 2.3.1. Term Loans and Revolving Loans . . . . . . . . . . . . . . . 42
SECTION 2.3.2. Swing Line Loans . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 2.4 Continuation and Conversion Elections. . . . . . . . . . . . 43
SECTION 2.5 Funding. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 2.6 Issuance Procedures. . . . . . . . . . . . . . . . . . . . . 44
SECTION 2.6.1. Other Lenders' Participation . . . . . . . . . . . . . . . . 45
SECTION 2.6.2. Disbursements; Conversion to Revolving Loans . . . . . . . . 45
SECTION 2.6.3. Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 2.6.4. Deemed Disbursements . . . . . . . . . . . . . . . . . . . . 46
SECTION 2.6.5. Nature of Reimbursement Obligations. . . . . . . . . . . . . 47
SECTION 2.7 Register; Notes. . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES . . . . . . . . . 49

SECTION 3.1 Repayments and Prepayments; Application. . . . . . . . . . . 49
SECTION 3.1.1. Repayments and Prepayments . . . . . . . . . . . . . . . . . 49
SECTION 3.1.2. Application. . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 3.2 Interest Provisions. . . . . . . . . . . . . . . . . . . . . 54
SECTION 3.2.1. Rates. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 3.2.2. Post-Maturity Rates. . . . . . . . . . . . . . . . . . . . . 55
SECTION 3.2.3. Payment Dates. . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 3.3 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 3.3.1. Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 3.3.2. Administrative Agent Fee . . . . . . . . . . . . . . . . . . 56

-i-

PAGE
----

SECTION 3.3.3. Letter of Credit Fee . . . . . . . . . . . . . . . . . . . . 56

ARTICLE IV CERTAIN LIBOR AND OTHER PROVISIONS . . . . . . . . . . . . . 56

SECTION 4.1 LIBOR Lending Unlawful . . . . . . . . . . . . . . . . . . . 56
SECTION 4.2 Deposits Unavailable . . . . . . . . . . . . . . . . . . . . 57
SECTION 4.3 Increased LIBOR Loan Costs, etc. . . . . . . . . . . . . . . 57
SECTION 4.4 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 4.5 Increased Capital Costs. . . . . . . . . . . . . . . . . . . 58
SECTION 4.6 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 4.7 Payments, Computations, etc. . . . . . . . . . . . . . . . . 61
SECTION 4.8 Sharing of Payments. . . . . . . . . . . . . . . . . . . . . 62
SECTION 4.9 Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 4.10 Mitigation . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 4.11 Replacement of Lenders . . . . . . . . . . . . . . . . . . . 63

ARTICLE V CONDITIONS TO CREDIT EXTENSIONS. . . . . . . . . . . . . . . 64

SECTION 5.1 Initial Credit Extension . . . . . . . . . . . . . . . . . . 64
SECTION 5.1.1. Resolutions, etc . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 5.1.2. Transaction Documents. . . . . . . . . . . . . . . . . . . . 64
SECTION 5.1.3. Consummation of Merger . . . . . . . . . . . . . . . . . . . 64
SECTION 5.1.4. Closing Date Certificate . . . . . . . . . . . . . . . . . . 64
SECTION 5.1.5. Delivery of Notes. . . . . . . . . . . . . . . . . . . . . . 64
SECTION 5.1.6. Subsidiary Guaranty. . . . . . . . . . . . . . . . . . . . . 64
SECTION 5.1.7. Pledge Agreements. . . . . . . . . . . . . . . . . . . . . . 65
SECTION 5.1.8. Security Agreement . . . . . . . . . . . . . . . . . . . . . 65
SECTION 5.1.9. Financial Information, etc . . . . . . . . . . . . . . . . . 66
SECTION 5.1.10. Solvency, etc. . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 5.1.11. Common Equity Contribution, Preferred Equity Contribution,
Asset Contribution, Intercompany Loan and/or Closing Date
Dividend and Senior Subordinated Bridge Notes or Senior
Subordinated Notes . . . . . . . . . . . . . . . . . . . . . 66
SECTION 5.1.12. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 5.1.13. Material Adverse Change. . . . . . . . . . . . . . . . . . . 67
SECTION 5.1.14. Reliance Letters . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 5.1.15. Opinions of Counsel. . . . . . . . . . . . . . . . . . . . . 67
SECTION 5.1.16. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 5.1.17. Closing Fees, Expenses, etc. . . . . . . . . . . . . . . . . 68
SECTION 5.1.18. Satisfactory Legal Form. . . . . . . . . . . . . . . . . . . 68
SECTION 5.1.19. Repayment of Existing Debt.. . . . . . . . . . . . . . . . . 68
SECTION 5.1.20. Corporate Structure, Ownership, etc. . . . . . . . . . . . . 68
SECTION 5.1.21. Certain Approvals. . . . . . . . . . . . . . . . . . . . . . 68
SECTION 5.2 All Credit Extensions. . . . . . . . . . . . . . . . . . . . 69
SECTION 5.2.1. Compliance with Warranties, No Default, etc. . . . . . . . . 69

-ii-

PAGE
----

SECTION 5.2.2. Credit Extension Request . . . . . . . . . . . . . . . . . . 69

ARTICLE VI REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 70

SECTION 6.1 Organization, etc. . . . . . . . . . . . . . . . . . . . . . 70
SECTION 6.2 Due Authorization, Non-Contravention, etc. . . . . . . . . . 70
SECTION 6.3 Government Approval, Regulation, etc . . . . . . . . . . . . 70
SECTION 6.4 Validity, etc. . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 6.5 Financial Information. . . . . . . . . . . . . . . . . . . . 71
SECTION 6.6 No Material Adverse Effect . . . . . . . . . . . . . . . . . 71
SECTION 6.7 Litigation, Labor Controversies, etc . . . . . . . . . . . . 71
SECTION 6.8 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 6.9 Ownership of Properties. . . . . . . . . . . . . . . . . . . 72
SECTION 6.10 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 6.11 Pension and Welfare Plans. . . . . . . . . . . . . . . . . . 72
SECTION 6.12 Environmental Warranties . . . . . . . . . . . . . . . . . . 72
SECTION 6.13 Regulations U and X. . . . . . . . . . . . . . . . . . . . . 74
SECTION 6.14 Accuracy of Information. . . . . . . . . . . . . . . . . . . 74
SECTION 6.15 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 6.16 Creation, Perfection and Priority of Liens . . . . . . . . . 75
SECTION 6.17 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . 75

ARTICLE VII COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . 75

SECTION 7.1 Affirmative Covenants. . . . . . . . . . . . . . . . . . . . 75
SECTION 7.1.1. Financial Information, Reports, Notices, etc . . . . . . . . 75
SECTION 7.1.2. Compliance with Laws, etc. . . . . . . . . . . . . . . . . . 77
SECTION 7.1.3. Maintenance of Properties. . . . . . . . . . . . . . . . . . 77
SECTION 7.1.4. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 7.1.5. Books and Records. . . . . . . . . . . . . . . . . . . . . . 78
SECTION 7.1.6. Environmental Covenant . . . . . . . . . . . . . . . . . . . 78
SECTION 7.1.7. Future Subsidiaries. . . . . . . . . . . . . . . . . . . . . 78
SECTION 7.1.8. Future Leased Property and Future Acquisitions of Real
Property; Future Acquisition of Other Property . . . . . . . 79
SECTION 7.1.9. Use of Proceeds, etc . . . . . . . . . . . . . . . . . . . . 81
SECTION 7.1.10. Hedging Obligations. . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.1.11. Undertaking. . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.1.12. Mortgages. . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.2 Negative Covenants . . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.2.1. Business Activities. . . . . . . . . . . . . . . . . . . . . 83
SECTION 7.2.2. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 7.2.3. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 7.2.4. Financial Covenants. . . . . . . . . . . . . . . . . . . . . 87
SECTION 7.2.5. Investments. . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 7.2.6. Restricted Payments, etc . . . . . . . . . . . . . . . . . . 93

-iii-

PAGE
----

SECTION 7.2.7. Capital Expenditures, etc. . . . . . . . . . . . . . . . . . 95
SECTION 7.2.8. Consolidation, Merger, etc . . . . . . . . . . . . . . . . . 96
SECTION 7.2.9. Asset Dispositions, etc. . . . . . . . . . . . . . . . . . . 96
SECTION 7.2.10. Modification of Certain Agreements . . . . . . . . . . . . . 97
SECTION 7.2.11. Transactions with Affiliates . . . . . . . . . . . . . . . . 98
SECTION 7.2.12. Negative Pledges, Restrictive Agreements, etc. . . . . . . . 98
SECTION 7.2.13. Stock of Subsidiaries. . . . . . . . . . . . . . . . . . . . 99
SECTION 7.2.14. Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . 99
SECTION 7.2.15. Designation of Senior Indebtedness . . . . . . . . . . . . . 99

ARTICLE VIII EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . 99

SECTION 8.1 Listing of Events of Default . . . . . . . . . . . . . . . . 99
SECTION 8.1.1. Non-Payment of Obligations . . . . . . . . . . . . . . . . .100
SECTION 8.1.2. Breach of Warranty . . . . . . . . . . . . . . . . . . . . .100
SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations . . . .100
SECTION 8.1.4. Non-Performance of Other Covenants and Obligations . . . . .100
SECTION 8.1.5. Default on Other Indebtedness. . . . . . . . . . . . . . . .100
SECTION 8.1.6. Judgments. . . . . . . . . . . . . . . . . . . . . . . . . .100
SECTION 8.1.7. Pension Plans. . . . . . . . . . . . . . . . . . . . . . . .101
SECTION 8.1.8. Change in Control. . . . . . . . . . . . . . . . . . . . . .101
SECTION 8.1.9. Bankruptcy, Insolvency, etc. . . . . . . . . . . . . . . . .102
SECTION 8.1.10. Impairment of Security, etc. . . . . . . . . . . . . . . . .102
SECTION 8.1.11. Subordinated Notes . . . . . . . . . . . . . . . . . . . . .102
SECTION 8.2 Action if Bankruptcy, etc. . . . . . . . . . . . . . . . . .102
SECTION 8.3 Action if Other Event of Default . . . . . . . . . . . . . .103

ARTICLE IX THE AGENTS . . . . . . . . . . . . . . . . . . . . . . . . .103

SECTION 9.1 Actions. . . . . . . . . . . . . . . . . . . . . . . . . . .103
SECTION 9.2 Funding Reliance, etc. . . . . . . . . . . . . . . . . . . .104
SECTION 9.3 Exculpation. . . . . . . . . . . . . . . . . . . . . . . . .104
SECTION 9.4 Successor. . . . . . . . . . . . . . . . . . . . . . . . . .104
SECTION 9.5 Credit Extensions by Each Agent and Issuer . . . . . . . . .105
SECTION 9.6 Credit Decisions . . . . . . . . . . . . . . . . . . . . . .105
SECTION 9.7 Copies, etc. . . . . . . . . . . . . . . . . . . . . . . . .105
SECTION 9.8 The Syndication Agent, the Documentation Agent and the
Administrative Agent . . . . . . . . . . . . . . . . . . . .105

ARTICLE X HOLDCO GUARANTY. . . . . . . . . . . . . . . . . . . . . . .106

SECTION 10.1 Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . .106
SECTION 10.2 Acceleration of Obligations Hereunder. . . . . . . . . . . .106
SECTION 10.3 Obligations Hereunder Absolute, etc. . . . . . . . . . . . .107
SECTION 10.4 Reinstatement, etc . . . . . . . . . . . . . . . . . . . . .108
SECTION 10.5 Waiver, etc. . . . . . . . . . . . . . . . . . . . . . . . .108

-iv-

PAGE
----

SECTION 10.6 Postponement of Subrogation. . . . . . . . . . . . . . . . .108
SECTION 10.7 Successors, Transferees and Assigns; Transfers of
Notes, etc . . . . . . . . . . . . . . . . . . . . . . . . .108

ARTICLE XI MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . .109

SECTION 11.1 Waivers, Amendments, etc . . . . . . . . . . . . . . . . . .109
SECTION 11.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .110
SECTION 11.3 Payment of Costs and Expenses. . . . . . . . . . . . . . . .110
SECTION 11.4 Indemnification. . . . . . . . . . . . . . . . . . . . . . .111
SECTION 11.5 Survival . . . . . . . . . . . . . . . . . . . . . . . . . .113
SECTION 11.6 Severability . . . . . . . . . . . . . . . . . . . . . . . .113
SECTION 11.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . .113
SECTION 11.8 Execution in Counterparts, Effectiveness, etc. . . . . . . .113
SECTION 11.9 Governing Law; Entire Agreement. . . . . . . . . . . . . . .113
SECTION 11.10 Successors and Assigns . . . . . . . . . . . . . . . . . . .113
SECTION 11.11 Sale and Transfer of Loans and Notes; Participations
in Loans and Notes . . . . . . . . . . . . . . . . . . . . .114
SECTION 11.11.1. Assignments. . . . . . . . . . . . . . . . . . . . . . . . .114
SECTION 11.11.2. Participations . . . . . . . . . . . . . . . . . . . . . . .116
SECTION 11.12 Other Transactions . . . . . . . . . . . . . . . . . . . . .117
SECTION 11.13 Forum Selection, Consent to Jurisdiction and Waiver
of Immunities. . . . . . . . . . . . . . . . . . . . . . . .117
SECTION 11.14 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . .118
SECTION 11.15 Confidentiality. . . . . . . . . . . . . . . . . . . . . . .118

-v-

SCHEDULES
---------

SCHEDULE I - Disclosure Schedule

SCHEDULE II - Percentages and Administrative Information

EXHIBITS
--------

EXHIBIT A-1 - Form of Revolving Note
EXHIBIT A-2 - Form of Term-A Note
EXHIBIT A-3 - Form of Term-B Note
EXHIBIT A-4 - Form of Swing Line Note
EXHIBIT B-1 - Form of Borrowing Request
EXHIBIT B-2 - Form of Issuance Request
EXHIBIT C - Form of Continuation/Conversion Notice
EXHIBIT D - Form of Closing Date Certificate
EXHIBIT E - Form of Compliance Certificate
EXHIBIT F - Form of Security Agreement
EXHIBIT G-1 - Form of Company Pledge Agreement
EXHIBIT G-2 - Form of Subsidiary Pledge Agreement
EXHIBIT H - Form of Subsidiary Guaranty
EXHIBIT I - Form of Holdco Pledge Agreement
EXHIBIT J - Form of Lender Assignment Agreement
EXHIBIT K-1 - Form of New York Counsel Opinion
EXHIBIT K-2 - Form of Local Counsel Opinion
EXHIBIT K-3 - Form of Opinion of the General Counsel of the Company

-vi-

EXHIBIT A-1

FORM OF REVOLVING NOTE

XXXXXXX COMMUNICATIONS LLC

PROMISSORY NOTE

$[1] New York, New York
November 23, 1999

FOR VALUE RECEIVED, XXXXXXX COMMUNICATIONS LLC, a Delaware limited
liability company ("COMPANY"), promises to pay to [2] ________ ("PAYEE") or its
registered assigns, on the Stated Maturity Date the lesser of (x)[4]($[1]) and
(y) the unpaid principal amount of all advances made by Payee to Company as
Revolving Loans under the Credit Agreement referred to below.

Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit Agreement dated as of November 23, 1999 by and among Company, Xxxxxxx
Corporation, as guarantor, the financial institutions listed therein as Lenders,
DLJ Capital Funding, Inc., as Syndication Agent for the Lenders, Xxxxx Fargo
Bank, N.A., as Documentation Agent for the Lenders, and U.S. Bank National
Association, as Administrative Agent for the Lenders ("ADMINISTRATIVE AGENT")
(said Credit Agreement, as it may be amended, supplemented or otherwise modified
from time to time, being the "CREDIT AGREEMENT", the terms defined therein and
not otherwise defined herein being used herein as therein defined).

This Note is one of Company's "REVOLVING NOTES" and is issued pursuant to
and entitled to the benefits of the Credit Agreement, to which reference is
hereby made for a more complete statement of the terms and conditions under
which the Revolving Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be
made in accordance with the terms of the Credit Agreement. Unless and until an
Assignment Agreement effecting the assignment or transfer of this Note shall
have been accepted by Administrative Agent as provided in subsection 11.11.1 of
the Credit Agreement, Company and Administrative Agent shall be entitled to deem
and treat Payee as the owner and holder of this Note and the Loans evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of
this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.

_____________________________

1 Insert amount of Lender's Revolving Loan Commitment in numbers.
2 Insert Lender's name in capital letters.

A1-1

This Note is subject to mandatory prepayment and to prepayment at the
option of Company as provided in subsection 3.1 of the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.

Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

This Note is subject to restrictions on transfer or assignment as provided
in subsections 11.10 and 11.11 of the Credit Agreement.

Company and any endorsers of this Note hereby waive diligence, presentment,
protest, demand and notice of every kind.

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

XXXXXXX COMMUNICATIONS LLC

By: __________________________
Name:________________________
Title: ________________________

A1-2

TRANSACTIONS
ON
REVOLVING NOTE

Outstanding
Type of Amount of Amount of Principal
Loan Made Loan Made Principal Paid Balance Notation
Date This Date This Date This Date This Date Made By
---- --------- --------- -------------- ----------- --------

X0-0

XXXXXXX X-0

XXXX XX XXXX-X NOTE

XXXXXXX COMMUNICATIONS LLC

PROMISSORY NOTE

$[1] New York, New York
November 23, 1999

FOR VALUE RECEIVED, XXXXXXX COMMUNICATIONS LLC, a Delaware limited
liability company ("COMPANY"), promises to pay to [2] ("PAYEE") or its
registered assigns the principal amount of [3] ($[1]) or, if less, the aggregate
unpaid principal amount of all advances made by Payee to Company as Term-A Loans
under the Credit Agreement referred to below, payable in installments as set
forth in the Credit Agreement with a final installment (in the amount necessary
to pay this Note, in full) due and payable on the Stated Maturity Date.

This Note is one of Company's "TERM-A NOTES" issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Term-A Loans evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be
made in accordance with the terms of the Credit Agreement. Unless and until an
Assignment Agreement effecting the assignment or transfer of this Note shall
have been accepted by Administrative Agent as provided in subsection 11.11.1 of
the Credit Agreement, Company and Administrative Agent shall be entitled to deem
and treat Payee as the owner and holder of this Note and the Loan evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of
this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment
made on this Note shall not limit or otherwise

____________________________

1 Insert amount of Lender's Term-A Loan in numbers.
2 Insert Lender's name in capital letters.
3 Insert amount of Lender's Term-A Loan in words.

A2-1

affect the obligations of Company hereunder with respect to payments of
principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the
option of Company as provided in subsection 3.1.1 of the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

This Note is subject to restrictions on transfer or assignment as provided
in subsections 11.10 and 11.11 of the Credit Agreement.

Company and any endorsers of this Note hereby waive diligence, presentment,
protest, demand and notice of every kind.

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

XXXXXXX COMMUNICATIONS LLC

By: __________________________
Name:________________________
Title: ________________________

X0-0

XXXXXXX X-0

FORM OF TERM-B NOTE

XXXXXXX COMMUNICATIONS LLC

PROMISSORY NOTE

$[1] New York, New York
November 23, 1999

FOR VALUE RECEIVED, XXXXXXX COMMUNICATIONS LLC, a Delaware limited
liability company ("COMPANY"), promises to pay to [2] ("PAYEE") or its
registered assigns the principal amount of [3] ($[1]) or, if less, the aggregate
unpaid principal amount of all advances made by Payee to Company as Term-B Loans
under the Credit Agreement referred to below, payable in installments as set
forth in the Credit Agreement with a final installment (in the amount necessary
to pay this Note in full) due and payable on the Stated Maturity Date.

This Note is one of Company's "TERM-B NOTES" issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Term-B Loans evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be
made in accordance with the terms of the Credit Agreement. Unless and until an
Assignment Agreement effecting the assignment or transfer of this Note shall
have been accepted by Administrative Agent as provided in subsection 11.11.1 of
the Credit Agreement, Company and Administrative Agent shall be entitled to deem
and treat Payee as the owner and holder of this Note and the Loan evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of
this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment
made on this Note shall not limit or otherwise

_________________________

1 Insert amount of Lender's Term-B Loan in numbers.
2 Insert Lender's name in capital letters.
3 Insert amount of Lender's Term-B Loan in words.

A3-1

affect the obligations of Company hereunder with respect to payments of
principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the
option of Company as provided in subsection 3.1.1 of the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

This Note is subject to restrictions on transfer or assignment as provided
in subsections 11.10 and 11.11 of the Credit Agreement.

Company and any endorsers of this Note hereby waive diligence, presentment,
protest, demand and notice of every kind.

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

XXXXXXX COMMUNICATIONS LLC

By: __________________________
Name:________________________
Title: ________________________

X0-0

XXXXXXX X-0

FORM OF SWING LINE NOTE

XXXXXXX COMMUNICATIONS LLC

PROMISSORY NOTE

$10,000,000 New York, New York
November 23, 1999

FOR VALUE RECEIVED, XXXXXXX COMMUNICATIONS LLC, a Delaware limited
liability company ("COMPANY"), promises to pay to U.S. BANK NATIONAL
ASSOCIATION, ("PAYEE"), on the Stated Maturity Date the lesser of (x) TEN
MILLION DOLLARS AND NO CENTS ($10,000,000) and (y) the unpaid principal amount
of all advances made by Payee to Company as Swing Line Loans under the Credit
Agreement referred to below.

This Note is Company's "SWING LINE NOTE" and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Swing Line Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be
made in accordance with the terms of the Credit Agreement.

This Note is subject to mandatory prepayment and to prepayment at the
option of Company as provided in subsection 3.1.1 of the Credit Agreement.

A4-1

The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

This Note is subject to restrictions on transfer or assignment as provided
in subsections 11.10 and 11.11 of the Credit Agreement.

Company and any endorsers of this Note hereby waive diligence, presentment,
protest, demand and notice of every kind.

A4-2

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

XXXXXXX COMMUNICATIONS LLC

By: ___________________________
Name:_________________________
Title: _________________________

A4-3

TRANSACTIONS
ON
SWING LINE NOTE

Outstanding
Amount of Amount of Principal
Loan Made Principal Paid Balance Notation
Date This Date This Date This Date Made By
---- --------- -------------- ---------- --------

A4-4

EXHIBIT B-1

FORM OF BORROWING REQUEST

Pursuant to that certain Credit Agreement dated as of November 23, 1999, as
amended, supplemented or otherwise modified to the date hereof (said Credit
Agreement, as so amended, supplemented or otherwise modified, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among Xxxxxxx Communications LLC, a
Delaware limited liability company (the "COMPANY"), Xxxxxxx Corporation, a
Minnesota corporation, as guarantor, the financial institutions listed therein
as Lenders ("LENDERS"), DLJ Capital Funding, Inc., as Syndication Agent for the
Lenders, Xxxxx Fargo Bank, N.A., as Documentation Agent for the Lenders, and
U.S. Bank National Association, as Administrative Agent for the Lenders
("ADMINISTRATIVE AGENT"), this represents a request by Company to borrow as
follows:

1. DATE OF BORROWING: ___________________, _________

2. AMOUNT OF BORROWING: $___________________

3. TRANCHE OF LOANS: / / a. Term-A Loans
/ / b. Term-B Loans
/ / c. Revolving Loans
/ / d. Swing Line Loan

4. INTEREST RATE OPTION: / / a. Base Rate Loan(s)
/ / b. LIBOR Loans with an initial
Interest Period of ____________
month(s)

The proceeds of such Loans are to be deposited in the account of Company at
Administrative Agent.

Company certifies that on the date of the borrowing contemplated
hereby:

(i) The representations and warranties contained in Article VI of the
Credit Agreement and in each other Loan Document are true and correct
in all material respects with the same effect as if then made (unless
stated to relate solely to an earlier date, in which case such
representations and warranties were true and correct in all material
respects as of such earlier date); and

B1-1

(ii) No Default has occurred and is continuing.

DATED: ____________________ XXXXXXX COMMUNICATIONS LLC

By: __________________________
Name:________________________
Title: ________________________

X0-0

XXXXXXX X-0

FORM OF ISSUANCE REQUEST

Pursuant to that certain Credit Agreement dated as of November 23, 1999,
as amended, supplemented or otherwise modified to the date hereof (said
Credit Agreement, as so amended, supplemented or otherwise modified, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among Xxxxxxx
Communications LLC, a Delaware limited liability company (the "COMPANY"),
Xxxxxxx Corporation, a Minnesota corporation, as guarantor, the financial
institutions listed therein as Lenders, DLJ Capital Funding, Inc., as
Syndication Agent for the Lenders, Xxxxx Fargo Bank, N.A., as Documentation
Agent for the Lenders, and U.S. Bank National Association, as Administrative
Agent for the Lenders ("ADMINISTRATIVE AGENT"), this represents a request by
Company for the issuance of a Letter of Credit as follows:

1. ISSUER: / / a. Administrative Agent
/ / b. ______________________

2. DATE OF ISSUANCE OF LETTER OF CREDIT: ________________, ________

3. FACE AMOUNT OF LETTER OF CREDIT: $________________________

4. EXPIRATION DATE OF LETTER OF CREDIT: ________________, ________

5. NAME AND ADDRESS OF BENEFICIARY:
___________________________________________
___________________________________________
___________________________________________
___________________________________________

6. ATTACHED HERETO IS:
/ / a. the verbatim text of such proposed Letter of Credit; or
/ / b. a description of the proposed terms and conditions of such
Letter of Credit, including a precise description of any documents to
be presented by the beneficiary which, if presented by the beneficiary
prior to the expiration date of such Letter of Credit, would require
the Issuer to make payment under such Letter of Credit.

Company certifies that on the date of the proposed issuance of the
Letter of Credit contemplated hereby:

(i) The representations and warranties contained in Article VI of the
Credit Agreement and in each other Loan Document are true and correct
in all material respects with the same effect as if then made (unless
stated to relate only to an earlier date, in which case such
representations and warranties were true and correct in all material
respects as of such earlier date); and

B2-1

(ii) No Default has occurred and is continuing.

DATED: ____________________ XXXXXXX COMMUNICATIONS LLC

By: __________________________
Name:________________________
Title: ________________________

B2-2

EXHIBIT C

FORM OF CONTINUATION/CONVERSION NOTICE

Pursuant to that certain Credit Agreement dated as of November 23, 1999,
as amended, supplemented or otherwise modified to the date hereof (said
Credit Agreement, as so amended, supplemented or otherwise modified, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among Xxxxxxx
Communications LLC, a Delaware limited liability company (the "COMPANY"),
Xxxxxxx Corporation, a Minnesota corporation, as guarantor, the financial
institutions listed therein as Lenders, DLJ Capital Funding, Inc., as
Syndication Agent for the Lenders, Xxxxx Fargo Bank, N.A., as Documentation
Agent for the Lenders, and U.S. Bank National Association, as Administrative
Agent for the Lenders, this represents a request by Company to convert or
continue Loans as follows:

1. DATE OF CONVERSION/CONTINUATION: __________________, _______

2. AMOUNT OF LOANS BEING CONVERTED/CONTINUED: $___________________

3. TRANCHE OF LOANS BEING / / a. Term-A Loans
CONVERTED/CONTINUED: / / b. Term-B Loans
/ / c. Revolving Loans
/ / d. Swing Line Loans

4. NATURE OF CONVERSION/CONTINUATION:
/ / a. Conversion of Base Rate Loans to LIBOR Loans
/ / b. Conversion of LIBOR Loans to Base Rate Loans
/ / c. Continuation of LIBOR Loans as such

5. If Loans are being continued as or converted to LIBOR Loans, the
duration of the new Interest Period that commences on the conversion/
continuation date: _______________ month(s)

In the case of a conversion to or continuation of LIBOR Loans, Company
certifies that on the date of the conversion or continuation contemplated hereby
no Default has occurred and is continuing under the Credit Agreement.

DATED: _____________________ XXXXXXX COMMUNICATIONS LLC

By: __________________________
Name:________________________
Title: ________________________

C-1

EXHIBIT D

FORM OF CLOSING DATE CERTIFICATE

XXXXXXX COMMUNICATIONS LLC

This certificate is delivered pursuant to Section 5.1.4 of the Credit
Agreement, dated as of November 23, 1999 (as amended, supplemented, amended
and restated or otherwise modified from time to time, the "CREDIT AGREEMENT";
capitalized terms used but not defined herein shall have the respective
meanings assigned to such terms in the Credit Agreement), among Xxxxxxx
Communications LLC, a Delaware limited liability company (the "COMPANY"),
Xxxxxxx Corporation, a Minnesota corporation, as guarantor ("HOLDCO"), the
various financial institutions as are or may from time to time become parties
thereto (the "LENDERS"), DLJ Capital Funding, Inc., as Syndication Agent,
Xxxxx Fargo Bank, N.A., as Documentation Agent, and U.S. Bank National
Association, as Administrative Agent. Unless otherwise defined herein or the
context otherwise requires, terms used herein have the meanings provided in
the Credit Agreement.

The undersigned hereby certifies, represents and warrants that, as of
the date of the initial Credit Extensions under the Credit Agreement:

1. TRANSACTION DOCUMENTS. The Agents have received (with copies for
each Lender that shall have expressly requested copies thereof) copies of
fully executed versions of the Transaction Documents, certified to be true
and complete copies thereof by an Authorized Officer of the Company, attached
hereto as ANNEX I. The Merger Agreement is in full force and effect and has
not been modified or waived in any material respect, nor has there been any
forbearance to exercise any material rights with respect to any of the terms
or provisions relating to the conditions to the consummation of the Merger
set forth in the Merger Agreement.

2. CONSUMMATION OF MERGER. All actions necessary to consummate the
Merger (including the filing of the Certificate of Merger with the Secretary
of State of the State of Minnesota) have been taken in accordance with
Section 302A.673 of the Business Corporation Act of the State of Minnesota.

3. CONSUMMATION OF CAPITAL TRANSACTIONS, ETC. (i) The members of
Company's management have retained not less than $21,500,000 of their
existing Capital Stock in Holdco, valued at the Merger consideration value
per share, and after giving effect to the Common Equity Contribution, the
Preferred Equity Contribution, the Senior Subordinated Notes or the Senior
Subordinated Bridge Notes, the loans made on the Closing Date and the
Intercompany Loan, Holdco has sufficient cash on hand in the amount required
to consummate the Transaction on the Closing Date, (ii) Merger Sub has
received (A) not less than $70,600,000 in gross cash proceeds or Holdco
common stock purchased for cash by the DLJMB Entities from the DLJMB
Entities' portion of the Common Equity Contribution, and (B) not less than
$40,000,000 in gross cash proceeds from the Preferred Equity Contribution,
(iii) immediately after the consummation of the Merger, Holdco shall have
made the Asset Contribution and has entered into the Administrative Services
Agreement with the Company, (iv) the Intercompany Loan and/or Closing Date
Dividend has been made and (v) the Company has received not less than
$136,000,000 in gross

D-1

cash proceeds from the issuance of the Senior Subordinated Notes and warrants
to purchase common stock of Holdco or the Senior Subordinated Bridge Notes.

4. LITIGATION. There exists no pending or threatened material
litigation, proceeding or investigation which (x) could reasonably be
expected to have a Material Adverse Effect or (y) could reasonably be
expected to materially, adversely affect the consummation of the Transaction.

5. MATERIAL ADVERSE CHANGE. Except as disclosed in SCHEDULE 3.10 to
the Merger Agreement, no facts, events or circumstances constituting or
having a Material Adverse Effect have occurred since January 31, 1999.

6. CERTAIN APPROVALS. All material governmental, shareholder and third
party consents (including Xxxx-Xxxxx-Xxxxxx clearance) and approvals
necessary in connection with the Transaction, the related financings, the
continuing operation of Holdco and the Restricted Subsidiaries' businesses
and other transactions contemplated by the Credit Agreement have been
obtained, and all applicable waiting periods have expired without any action
being taken by any competent authority that could reasonably be expected to
restrain, prevent or impose any materially adverse conditions on the
Transaction, and no law or regulation is applicable which could reasonably be
expected to have any such effect.

7. WARRANTIES, NO DEFAULT, ETC. Immediately after giving effect to the
initial Credit Extensions and the consummation of the Transaction:

(a) the representations and warranties set forth in Article VI of the
Credit Agreement and in each of the other Loan Documents are, in each case,
true and correct in all material respects (unless stated to relate solely
to an earlier date, in which case such representations and warranties were
true and correct in all material respects as of such earlier date);

(b) in the case of Revolving Loans, Swing Line Loans or Letters of
Credit (x) the sum of (A) the aggregate outstanding principal amount of all
Revolving Loans and Swing Line Loans and (B) the Letter of Credit
Outstandings does not exceed the Revolving Loan Commitment Amount, (y) the
aggregate outstanding principal amount of all Swing Line Loans does not
exceed the Swing Line Loan Commitment Amount, and (z) the Letter of Credit
Outstandings do not exceed the Letter of Credit Commitment Amount; and

D-2

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
executed and delivered, and the certification, representations and warranties
contained herein to be made, by its Authorized Officer this 23rd day of
November, 1999.

XXXXXXX COMMUNICATIONS LLC

By: ________________________
Name:______________________
Title:_______________________

X-0

XXXXX X

XXXXXXXXXXX XXXXXXXXX

X-0

EXHIBIT E
FORM OF COMPLIANCE CERTIFICATE

XXXXXXX COMMUNICATIONS LLC

This Compliance Certificate is delivered pursuant to clause (c) of
Section 7.1.1 of the Credit Agreement, dated as of November 23, 1999 (as
amended, supplemented, amended and restated or otherwise modified from time
to time, the "CREDIT AGREEMENT"), among Xxxxxxx COMMUNICATIONS LLC, a
Delaware limited liability company (the "COMPANY"), Xxxxxxx Corporation, a
Minnesota corporation, as guarantor ("HOLDCO"), the various financial
institutions as are, or may from time to time become, parties thereto, as
Lenders, DLJ Capital Funding, Inc., as Syndication Agent for the Lenders,
Xxxxx Fargo Bank, N.A., as Documentation Agent for the Lenders, and U.S. Bank
National Association, as Administrative Agent for the Lenders. Unless
otherwise defined herein or the context otherwise requires, terms used herein
or in any of the attachments hereto have the meanings provided in the Credit
Agreement.

The Company hereby certifies, represents and warrants in respect of the
period (the "COMPUTATION PERIOD") commencing on ______________ and ending on
______________ (such latter date being the "COMPUTATION DATE"):

(a) As of the Computation Date, [no Default had occurred and was
continuing] [the following Default had occurred and is continuing and
Holdco and the Company have taken or propose to take the following action
with respect thereto:].

(b) EBITDA for the Computation Period (including Carryover EBITDA (as
reflected in Item 10 of Attachment 1 hereto) was $__________, as computed
on ATTACHMENT 1 hereto. The minimum EBITDA required pursuant to clause (a)
of Section 7.2.4 of the Credit Agreement for the Computation Period was
$_________.

(c) The Leverage Ratio as of the Computation Date was ______________,
as computed on ATTACHMENT 2 hereto. The maximum Leverage Ratio permitted
pursuant to clause (b) of Section 7.2.4 of the Credit Agreement on the
Computation Date was ___________.

(d) The Interest Coverage Ratio for the Computation Period was
___________, as computed on ATTACHMENT 3 hereto. The minimum Interest
Coverage Ratio permitted pursuant to clause (c) of Section 7.2.4 of the
Credit Agreement for the Computation Period was _________.

(e) The Fixed Charge Coverage Ratio for the Computation Period was
____________, as computed on ATTACHMENT 4 hereto. The minimum Fixed Charge
Coverage Ratio permitted pursuant to clause (d) of Section 7.2.4 of the
Credit Agreement for the Computation Period was ________________________.

The Equipment and Inventory (as such terms are defined in the Security
Agreement) of the Obligors, other than Equipment and Inventory located at
document service

E-1

centers maintained by Holdco or any of its Restricted Subsidiaries at sites
owned or leased by clients of Holdco or such Restricted Subsidiaries, as the
case may be, are located as indicated on ITEM A of ATTACHMENT 5 hereto or as
set forth on the relevant Schedule to the Security Agreement or in a previous
Compliance Certificate.

Neither Holdco nor any Restricted Subsidiary has changed its legal name,
used any trade name (except as listed in the Security Agreement ) or been the
subject of any merger or other corporate reorganization except (i) as
indicated on ITEM B of ATTACHMENT 5 hereto, (ii) as set forth on the relevant
Schedule to the Security Agreement or (iii) as set forth in a previous
Compliance Certificate.

E-2

IN WITNESS WHEREOF, the Company has caused this Compliance Certificate to be
executed and delivered, and the certification and warranties contained herein
to be made, by its [president] [chief executive officer] [treasurer]
[assistant treasurer] [controller] [chief financial officer] on
________________.

XXXXXXX COMMUNICATIONS LLC

By:________________________
Name:______________________
Title:_____________________

E-3

Attachment 1
(to __/__/__ Compliance
Certificate)

EBITDA
for the Computation Period ended on ____________
(the "Computation Date")

*EBITDA: the sum (without duplication) of:

1. Net Income (the net income of Holdco
and its Restricted Subsidiaries for the
Computation Period on a consolidated
basis) . . . . . . . . . . . . . . . . . $________________

2. the amount deducted in determining Net
Income representing (i) net periodic
post-retirement benefits paid in cash
and (ii) non-cash charges or expenses,
including depreciation and amortization
(excluding any non-cash charges
representing an accrual of or reserve
for cash charges to be paid within the
next twelve months and any non-cash
charges representing reversals of items
increasing Net Income in any prior
period). . . . . . . . . . . . . . . . . $________________

3. the amount deducted in determining Net
Income representing income taxes
(whether paid or deferred) . . . . . . . $________________

4. the amount deducted in determining Net
Income representing (i) Interest
Expense (the aggregate consolidated
interest expense of Holdco and its
Restricted Subsidiaries for the
Computation Period, as determined in
accordance with GAAP, including the
portion of any payments made in respect
of Capitalized Lease Liabilities
allocable to interest expense, but
excluding (to the extent included in
interest expense) up-front fees and
expenses and the amortization of all
deferred financing costs), (ii) the
payment of management bonuses and the
purchase of stock options on or prior
to April 30, 2000 in connection with
the Transaction and (iii) other fees,
expenses and financing costs incurred
in connection with the Transaction . . . $_________________

_____________________
* Computed for the period consisting of the Fiscal Quarter ending on the
Computation Date and each of the three immediately preceding Fiscal Quarters;
PROVIDED that if, during any such period, Holdco or any of its Restricted
Subsidiaries shall have made one or more acquisitions or dispositions, EBITDA
for such period shall, in accordance with Section 1.4(b) of the Credit
Agreement, be calculated on a pro forma basis as if each such acquisition or
disposition had been made, and all Indebtedness incurred to finance each such
acquisition or repaid upon the consummation of such disposition had been
incurred or repaid, as the case may be, on the first day of such period.

E-4

5. the amount deducted in determining Net
Income representing any net loss
realized in connection with any sale,
lease, conveyance or other disposition
of any asset (other than in the
ordinary course of business or from
Holdco or any of its Restricted
Subsidiaries to Holdco or any of its
Restricted Subsidiaries) or any
extraordinary or non-recurring loss. . . $_________________

6. MINUS the amount included in
determining Net Income representing any
net gain realized in connection with
any sale, lease, conveyance or other
disposition of any asset (other than in
the ordinary course of business or from
Holdco or any of its Restricted
Subsidiaries to Holdco or any of its
Restricted Subsidiaries) or any
extraordinary gain . . . . . . . . . . . $_________________

7. EBITDA for the four consecutive Fiscal
Quarters ended on the Computation Date:
The sum of ITEMS 1 through 5,
subtracting Item 6 . . . . . . . . . . . $_________________

8. EBITDA for the four consecutive Fiscal
Quarters ended on ___________ __, ____
(the "Prior Compliance Period"). . . . . $_________________

9. EBITDA required under Section 7.2.4(a)
of the Credit Agreement for the Prior
Compliance Period. . . . . . . . . . . . $_________________

10. Carryover EBITDA: 50% of the excess of
item 8 over Item 9 . . . . . . . . . . . $_________________

11. EBITDA (including Carryover EBITDA)
(The sum of Item 7 and Item 10). . . . $_________________

E-5

Attachment 2
(to __/__/__ Compliance
Certificate)

LEVERAGE RATIO
on ____________
(the "Computation Date")

LEVERAGE RATIO:

1. total Debt (less cash and Cash
Equivalent Investments) of Holdco and
its Restricted Subsidiaries on a
consolidated basis outstanding on the
Computation Date . . . . . . . . . . . . $_________________

2. EBITDA for the period of four
consecutive Fiscal Quarters ended on
the Computation Date (see ITEM 7 of
ATTACHMENT 1). . . . . . . . . . . . . . $_________________

3. LEVERAGE RATIO: ratio of ITEM 1 to
ITEM 2 :1
_____________

_________________________
* At the close of any Fiscal Quarter, the ratio computed for the period
consisting of such Fiscal Quarter and each of the three immediately prior Fiscal
Quarters; PROVIDED, HOWEVER, that if, during any such period, Holdco or any of
its Restricted Subsidiaries shall have made one or more acquisitions or
dispositions, the Leverage Ratio for such period shall, in accordance with
Section 1.4(b) of the Credit Agreement, be calculated on a pro forma basis as if
each such acquisition or disposition had been made, and all Indebtedness
incurred to finance each such acquisition or repaid upon the consummation of
such disposition had been incurred or repaid, as the case may be, on the first
day of such period.

E-6

Attachment 3
(to __/__/__ Compliance
Certificate)

INTEREST COVERAGE RATIO
for the Computation Period ended on ____________
(the "Computation Date")

INTEREST COVERAGE RATIO:

1. EBITDA for the Computation Period (see
ITEM 7 of ATTACHMENT 1). . . . . . . . . $_________________

2. the cash portion of Interest Expense
(net of interest income) for the
Computation Period . . . . . . . . . . . $_________________

3. INTEREST COVERAGE RATIO: ratio of ITEM
1 to ITEM 2. . . . . . . . . . . . . . . :1
__________

--------------------
* At the close of any Fiscal Quarter, the ratio computed for the period
consisting of such Fiscal Quarter and each of the three immediately prior Fiscal
Quarters; PROVIDED, HOWEVER, that (i) for the first three Fiscal Quarters ending
after the Closing Date, the Interest Expense included in ITEM 2 shall be
determined on an Annualized basis and (ii) if, during any such period, Holdco or
any of its Restricted Subsidiaries shall have made one or more acquisitions or
dispositions, the Interest Coverage Ratio for such period shall, in accordance
with Section 1.4(b) of the Credit Agreement, be calculated on a pro forma basis,
as if each such acquisition or disposition had been made, and all Indebtedness
incurred to finance each such acquisition or repaid upon the consummation of
such disposition had been incurred or repaid, as the case may be, on the first
day of such period.

E-7

Attachment 4
(to __/__/__ Compliance
Certificate)

*FIXED CHARGE COVERAGE RATIO
for the Computation Period ended on ____________
(the "Computation Date")

FIXED CHARGE COVERAGE RATIO:

1. EBITDA for the Computation Period (see
ITEM 7 of ATTACHMENT 1). . . . . . . . . $_________________

2. Capital Expenditures actually made
during the Computation Period pursuant
to clause (a) of Section 7.2.7 of the
Credit Agreement (excluding Capital
Expenditures constituting Capitalized
Lease Liabilities and by way of the
incurrence of Indebtedness permitted
pursuant to Section 7.2.2(c) of the
Credit Agreement to a vendor of any
assets permitted to be acquired
pursuant to Section 7.2.7 of the Credit
Agreement to finance the acquisition of
such assets) . . . . . . . . . . . . . . $_________________

3. the cash portion of Interest Expense
(net of interest income) for the
Computation Period . . . . . . . . . . . $_________________

4. all scheduled payments of principal of
the Term Loans and other funded Debt
(including the principal portion of any
Capital Lease Liabilities) of Holdco
and its Restricted Subsidiaries for the
Computation Period . . . . . . . . . . . $_________________

5. cash income taxes actually paid or
payable by Holdco and its Restricted
Subsidiaries for the Computation Period. $_________________

6. the sum (without duplication) of ITEMS
2 through 5. . . . . . . . . . . . . . . $_________________

7. Fixed Charge Coverage Ratio: ratio of :1
ITEM 1 to ITEM 6 . . . . . . . . . . . . _______

-----------------------
* At the close of any Fiscal Quarter, the ratio computed for the period
consisting of such Fiscal Quarter and each of the three immediately prior Fiscal
Quarters; PROVIDED, HOWEVER, that (i) for the first three Fiscal Quarters ending
after the Closing Date, the Interest Expense (net of interest income) and
scheduled payments of principal of Term Loans and other funded Debt shall be
determined on an Annualized basis and (ii) if, during any such period, Holdco or
any of its Restricted Subsidiaries shall have made one or more dispositions or,
with the exception of the calculation of Capital Expenditures, acquisitions, the
Fixed Charge Coverage Ratio for such period shall, in accordance with Section
1.4(b) of the Credit Agreement, be calculated on a pro forma basis as if each
such disposition or acquisition had been made, and all Indebtedness incurred to
finance each such acquisition or repaid upon the consummation of such
disposition had been incurred or repaid, as the case may be, on the first day of
such period.

E-8

Attachment 5
(to __/__/__ Compliance
Certificate)

Item A. CHANGE OF LOCATION OF EQUIPMENT AND INVENTORY

Description New Location
----------- ------------

Item B. MERGER OR OTHER CORPORATE REORGANIZATION

Name of Holdco or Restricted Subsidiary Description
--------------------------------------- -----------

CHANGE OF TRADE OR LEGAL NAMES

New Trade Name or
Name of Holdco or Restricted Subsidiary New Legal Name
--------------------------------------- --------------

E-9

EXHIBIT F

FORM OF SECURITY AGREEMENT

This SECURITY AGREEMENT (this "AGREEMENT") is dated as of November 23, 1999
and entered into by and among XXXXXXX COMMUNICATIONS LLC, a Delaware limited
liability company (the "COMPANY"), Xxxxxxx Corporation, a Minnesota corporation
("HOLDCO"), each of THE UNDERSIGNED DIRECT AND INDIRECT RESTRICTED SUBSIDIARIES
of Company (each of such undersigned Restricted Subsidiaries being a "SUBSIDIARY
GRANTOR" and collectively "SUBSIDIARY GRANTORS", and each of Company, Holdco and
each Subsidiary Grantor being a "GRANTOR" and collectively "GRANTORS"; including
any Additional Grantors (as hereinafter defined)) and U. S. BANK NATIONAL
ASSOCIATION, as Administrative Agent for and representative of (in such capacity
herein called "SECURED PARTY") the financial institutions ("LENDERS") party to
the Credit Agreement referred to below and any Interest Rate Exchangers (as
hereinafter defined).

PRELIMINARY STATEMENTS

A. Pursuant to that certain Credit Agreement dated as of November
23, 1999, as amended, restated, supplemented or otherwise modified to the date
hereof (said Credit Agreement, as amended, restated, supplemented or otherwise
modified from time to time, being the "CREDIT AGREEMENT"; the terms defined
therein and not otherwise defined herein being used herein as therein defined),
by and among Company, Holdco as guarantor, the financial institutions listed
therein as Lenders, DLJ Capital Funding, Inc., as Syndication Agent for the
Lenders, Xxxxx Fargo Bank, N.A., as Documentation Agent for the Lenders, and U.
S. Bank National Association, as Administrative Agent for the Lenders (in such
capacity, "ADMINISTRATIVE AGENT"), Lenders have made certain commitments,
subject to the terms and conditions set forth in the Credit Agreement, to extend
certain credit facilities to Company and Holdco has guaranteed the obligations
of Company under the Credit Agreement.

B. Company may from time to time enter, or may from time to time
have entered, into one or more Rate Protection Agreements (collectively, the
"LENDER INTEREST RATE AGREEMENTS") with one or more Lenders or their affiliates
(in such capacity, collectively, "INTEREST RATE EXCHANGERS") as permitted under
the terms of the Credit Agreement, and it is desired that the obligations of
Company under the Lender Interest Rate Agreements, including without limitation
the obligation of Company to make payments thereunder in the event of early
termination thereof (all such obligations being the "INTEREST RATE
OBLIGATIONS"), together with all obligations of Company under the Credit
Agreement and the other Loan Documents, be secured hereunder.

C. Subsidiary Grantors have executed and delivered that certain
Subsidiary Guaranty dated as of the date hereof, (said Subsidiary Guaranty, as
it may hereafter be amended, restated, supplemented or otherwise modified from
time to time, being the "SUBSIDIARY GUARANTY") in favor of Secured Party for the
benefit of Lenders and any Interest Rate Exchangers, pursuant to which each
Subsidiary Grantor has guarantied the prompt payment and performance when due of
all obligations of Company under the Credit Agreement and all

F-1

obligations of Company under the Lender Interest Rate Agreements, including
without limitation the obligation of Company to make payments thereunder in
the event of early termination thereof.

D. It is a condition precedent to the extensions of credit by
Lenders under the Credit Agreement that the Grantors shall have granted the
security interests and undertaken the obligations contemplated by this
Agreement.

NOW, THEREFORE, in consideration of the premises and in order to
induce Lenders to make Loans and other extensions of credit under the Credit
Agreement and to induce Interest Rate Exchangers to enter into the Lender
Interest Rate Agreements, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, each Grantor hereby
agrees with Secured Party as follows:

SECTION 1. GRANT OF SECURITY.

Each Grantor hereby assigns to Secured Party, and hereby grants to
Secured Party a security interest in, all of such Grantor's right, title and
interest in and to the following, in each case whether now or hereafter existing
or in which Grantor now has or hereafter acquires an interest and wherever the
same may be located (the "COLLATERAL"):

(a) all equipment in all of its forms, all parts thereof and all
accessions thereto (any and all such equipment, parts and accessions
being the "EQUIPMENT");

(b) all inventory in all of its forms (including, but not limited to,
(i) all goods held by such Grantor for sale or lease or to be
furnished under contracts of service or so leased or furnished,
(ii) all raw materials, work in process, finished goods, and materials
used or consumed in the manufacture, packing, shipping, advertising,
selling, leasing, furnishing or production of such inventory or
otherwise used or consumed in such Grantor's business, (iii) all goods
in which such Grantor has an interest in mass or a joint or other
interest or right of any kind, and (iv) all goods which are returned
to or repossessed by such Grantor) and all accessions thereto and
products thereof (all such inventory, accessions and products being
the "INVENTORY") and all negotiable and non-negotiable documents of
title (including without limitation warehouse receipts, dock receipts
and bills of lading) issued by any Person covering any Inventory (any
such negotiable document of title being a "NEGOTIABLE DOCUMENT OF
TITLE");

(c) all accounts, contract rights, chattel paper, documents,
instruments, general intangibles and other rights and obligations of
any kind owned by or owing to such Grantor and all rights in, to and
under all security agreements, leases and other contracts securing or
otherwise relating to any such accounts, contract rights, chattel
paper, documents, instruments, general intangibles or other
obligations (any and all such accounts, contract rights, chattel
paper, documents, instruments, general intangibles and other
obligations being the "ACCOUNTS", and any and all such security
agreements, leases and other contracts being the "RELATED CONTRACTS");

F-2

(d) all cash, money, currency and deposit accounts, including without
limitation demand, time, savings, passbooks or similar accounts
maintained with Lenders or other banks, savings and loan associations
or other financial institutions (but excluding deposit accounts
maintained in trust by such Grantor or otherwise segregated from other
funds of such Grantor for the benefit of customers of such Grantor and
containing only funds owing to such customers);

(e) the "INTELLECTUAL PROPERTY COLLATERAL", which term means:

(i) all rights, title and interest (including rights acquired
pursuant to a license or otherwise but only to the extent
permitted by agreements governing such license or other use) in
and to all trademarks, service marks, designs, logos, indicia,
tradenames, trade dress, corporate names, company names, business
names, fictitious business names, trade styles and/or other
source and/or business identifiers and applications pertaining
thereto, owned by such Grantor, or hereafter adopted and used, in
its business (including, without limitation, the trademarks
specifically identified in SCHEDULE 1(a), as the same may be
amended pursuant hereto from time to time) (collectively, the
"TRADEMARKS"), all registrations that have been or may hereafter
be issued or applied for thereon in the United States and any
state thereof (including, without limitation, the registrations
and applications specifically identified in SCHEDULE 1(a), as the
same may be amended pursuant hereto from time to time) (the
"TRADEMARK REGISTRATIONS"), all common law and other rights (but
in no event any of the obligations) in and to the Trademarks in
the United States and any state thereof (the "TRADEMARK RIGHTS"),
and all goodwill of such Grantor's business symbolized by the
Trademarks and associated therewith (the "ASSOCIATED GOODWILL"):

(ii) all rights, title and interest (including rights acquired
pursuant to a license or otherwise but only to the extent
permitted by agreements governing such license or other use) in
and to all patents and patent applications and rights and
interests in patents and patent applications under any domestic
law that are presently, or in the future may be, owned or held by
such Grantor and all patents and patent applications and rights,
title and interests in patents and patent applications under any
domestic law that are presently, or in the future may be, owned
by such Grantor in whole or in part (including, without
limitation, the patents and patent applications listed in
SCHEDULE 1(b), as the same may be amended pursuant hereto from
time to time), all rights (but not obligations) corresponding
thereto (including, without limitation, the right (but not the
obligation), exercisable only upon the occurrence and during the
continuation of an Event of Default, to xxx for past, present and
future infringements in the name of such Grantor or in the name
of Secured Party or Lenders), and all re-issues, divisions,
continuations, renewals, extensions and continuations-in-part
thereof (all of the foregoing being collectively referred to as
the "PATENTS"); it being understood that the rights and interests
included in the

F-3

Intellectual Property Collateral hereby shall include, without
limitation, all rights and interests pursuant to licensing or
other contracts in favor of such Grantor pertaining to patent
applications and patents presently or in the future owned or
used by third parties but, in the case of third parties
which are not Affiliates of such Grantor, only to the extent
permitted by such licensing or other contracts and, if not so
permitted, only with the consent of such third parties; and

(iii) all rights, title and interest (including rights acquired
pursuant to a license or otherwise but only to the extent
permitted by agreements governing such license or other use)
under copyright in various published and unpublished works of
authorship including, without limitation, computer programs,
computer data bases, other computer software, layouts, trade
dress, drawings, designs, writings, and formulas owned by Grantor
(including, without limitation, the works listed on
SCHEDULE 1(c), as the same may be amended pursuant hereto from
time to time) (collectively, the "COPYRIGHTS"), all copyright
registrations issued to such Grantor and applications for
copyright registration that have been or may hereafter be issued
or applied for thereon by Grantor in the United States and any
state thereof (including, without limitation, the registrations
listed on SCHEDULE 1(c), as the same may be amended pursuant
hereto from time to time) (collectively, the "COPYRIGHT
REGISTRATIONS"), all common law and other rights in and to the
Copyrights in the United States and any state thereof including
all copyright licenses (but with respect to such copyright
licenses, only to the extent permitted by such licensing
arrangements) (the "COPYRIGHT RIGHTS"), including, without
limitation, each of the Copyrights, rights, titles and interests
in and to the Copyrights and works protectable by copyright,
which are presently, or in the future may be, owned, created (as
a work for hire for the benefit of such Grantor), authored (as a
work for hire for the benefit of such Grantor), or acquired by
such Grantor, in whole or in part, and all Copyright Rights with
respect thereto and all Copyright Registrations therefor,
heretofore or hereafter granted or applied for, and all renewals
and extensions thereof, in the United States, including all
proceeds thereof (such as, by way of example and not by
limitation, license royalties and proceeds of infringement
suits), the right (but not the obligation) to renew and extend
such Copyright Registrations and Copyright Rights and to register
works protectable by copyright and the right (but not the
obligation) to xxx for past, present and future infringements of
the Copyrights and Copyright Rights;

(f) all information used or useful or arising from the business
including all goodwill, trade secrets, trade secret rights, know-how,
customer lists, processes of production, ideas, confidential business
information, techniques, processes, formulas, and all other
proprietary information;

(g) the agreements listed in Schedule 1(h), as each such agreement
may be amended, restated, supplemented or otherwise modified from time
to time (said

F-4

agreements, as so amended, restated, supplemented or otherwise
modified, being referred to herein individually as an "ASSIGNED
AGREEMENT" and collectively as the "ASSIGNED AGREEMENTS"),
including, without limitation, (i) all rights of such Grantor to
receive moneys due or to become due under or pursuant to the
Assigned Agreements, (ii) all rights of such Grantor to receive
proceeds of any insurance, indemnity, warranty or guaranty with
respect to the Assigned Agreements, (iii) all claims of such
Grantor for damages arising out of any breach of or default under
the Assigned Agreements, and (iv) all rights of such Grantor to
terminate, amend, supplement, modify or exercise rights or options
under the Assigned Agreements, to perform thereunder and to compel
performance and otherwise exercise all remedies thereunder;

(h) to the extent not included in any other paragraph of this
SECTION 1, all other general intangibles (including without limitation
tax refunds, rights to payment or performance, CHOSES IN ACTION and
judgments taken on any rights or claims included in the Collateral);

(i) all plant fixtures, business fixtures and other fixtures and
storage and office facilities, and all accessions thereto and products
thereof;

(j) all books, records, ledger cards, files, correspondence, computer
programs, tapes, disks and related data processing software that at
any time evidence or contain information relating to any of the
Collateral or are otherwise necessary or helpful in the collection
thereof or realization thereupon; and

(k) all proceeds, products, rents and profits of or from any and all
of the foregoing Collateral and, to the extent not otherwise included,
all payments under insurance (whether or not Secured Party is the loss
payee thereof), or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of the
foregoing Collateral. For purposes of this Agreement, the term
"PROCEEDS" includes whatever is receivable or received when Collateral
or proceeds are sold, exchanged, collected or otherwise disposed of,
whether such disposition is voluntary or involuntary.

Notwithstanding anything herein to the contrary, in no event shall the
Collateral include, and no Grantor shall be deemed to have granted a security
interest in, (i) any of such Grantor's rights or interests in any license,
contract or agreement to which such Grantor is a party or any of its rights or
interests thereunder to the extent, but only to the extent, that such a grant
would, under the terms of such license, contract or agreement or otherwise,
result in a breach of the terms of, or constitute a default under any license,
contract or agreement to which such Grantor is a party (other than to the extent
that any such term would be rendered ineffective pursuant to Section 9-318(4) of
the Uniform Commercial Code of any relevant jurisdiction or any other applicable
law (including Title 11 of the United States Code entitled "Bankruptcy," as now
and hereafter in effect, or any successor statute (the "BANKRUPTCY CODE") or
principles of equity); PROVIDED, that immediately upon the ineffectiveness,
lapse or termination of any such provision, the Collateral shall include, and
such Grantor shall be deemed to have granted a security interest in, all such
rights and interests as if such provision had never been in effect,

F-5

(ii) any of such Grantor's motor vehicles, the ownership of which is
represented by a certificate of title or (iii) real property leaseholds,
unless Grantor has executed a leasehold mortgage pursuant to the Credit
Agreement.

SECTION 2. SECURITY FOR OBLIGATIONS.

This Agreement secures, and the Collateral assigned by each Grantor
is collateral security for, the prompt payment or performance in full when
due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including without limitation the payment
of amounts that would become due but for the operation of the automatic stay
under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of
all Secured Obligations with respect to such Grantor. "SECURED OBLIGATIONS"
means:

(a) with respect to Company, all obligations and liabilities of every
nature of Company now or hereafter existing under or arising out of or
in connection with the Credit Agreement and the other Loan Documents
and any Lender Interest Rate Agreement,

(b) with respect to Holdco, all obligations and liabilities of every
nature now or hereafter existing under or arising out of or in
connection with Article X of the Credit Agreement, and

(c) with respect to each Subsidiary Grantor and Additional Grantor,
all obligations and liabilities of every nature of such Grantor or
Additional Guarantor now or hereafter existing under or arising out of
or in connection with the Subsidiary Guaranty;

in each case together with all extensions or renewals thereof, whether for
principal, interest (including without limitation interest that, but for the
filing of a petition in bankruptcy with respect to any Grantor, would accrue
on such obligations, whether or not a claim is allowed against such Grantor
for such interest in the related bankruptcy proceeding), reimbursement of
amounts drawn under Letters of Credit, payments for early termination of
Lender Interest Rate Agreements, fees, expenses, indemnities or otherwise,
whether voluntary or involuntary, direct or indirect, absolute or contingent,
liquidated or unliquidated, whether or not jointly owed with others, and
whether or not from time to time decreased or extinguished and later
increased, created or incurred, and all or any portion of such obligations or
liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Secured Party or any Lender
or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise
(all such obligations and liabilities being the "UNDERLYING DEBT"), and all
obligations of every nature of Grantors now or hereafter existing under this
Agreement.

SECTION 3. GRANTORS REMAIN LIABLE.

Anything contained herein to the contrary notwithstanding, (a) each
Grantor shall remain liable under any contracts and agreements included in
the Collateral, to the extent set forth therein, to perform all of its duties
and obligations thereunder to the same extent as if this Agreement had not
been executed, (b) the exercise by Secured Party of any of its rights
hereunder shall not release any Grantor from any of its duties or obligations
under the contracts

F-6

and agreements included in the Collateral, and (c) Secured Party shall not
have any obligation or liability under any contracts and agreements included
in the Collateral by reason of this Agreement, nor shall Secured Party be
obligated to perform any of the obligations or duties of any Grantor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

Each Grantor represents and warrants as follows:

(a) OWNERSHIP OF COLLATERAL. Except as expressly permitted by the
Credit Agreement and for the security interest created by this
Agreement, such Grantor owns the Collateral owned by such Grantor free
and clear of any Lien. Except as expressly permitted by the Credit
Agreement and such as may have been filed in favor of Secured Party
relating to this Agreement, no effective financing statement or other
instrument similar in effect covering all or any part of the
Collateral is on file in any filing or recording office.

(b) LOCATIONS OF EQUIPMENT AND INVENTORY. All of the Equipment and
Inventory is, as of the date hereof located at the places specified in
SCHEDULE 4(b) annexed hereto, except for (i) Inventory which, in the
ordinary course of business, is in transit either (A) from a supplier
to such Grantor, (B) between the locations specified in Schedule 4(b),
(C) to customers of a Grantor or (D) to or from a Customer Service
Center (as defined below) and (ii) Inventory and Equipment located at
service centers on the premises of customers ("CUSTOMER SERVICE
CENTERS").

(c) NEGOTIABLE DOCUMENTS OF TITLE. No Negotiable Documents of Title
(other than Negotiable Documents of Title that have been delivered to
Secured Party) are outstanding with respect to any of the Inventory
with an aggregate fair market value in excess of $500,000.

(d) OFFICE LOCATIONS. The chief place of business and the chief
executive office, except as set forth on SCHEDULE 4(d) annexed hereto,
have been for the four month period preceding the date hereof, located
at the locations set forth on SCHEDULE 4(d) annexed hereto.

(e) NAMES. No Grantor has, at any time during the five year period
ending on the date hereof, done business under any name (including any
trade-name or fictitious business name) except the names listed in
SCHEDULE 4(e) annexed hereto. From and after the date hereof, no
Grantor has changed its name except in compliance with SECTION 6(b).

(f) DELIVERY OF CERTAIN COLLATERAL. All notes and other instruments
(excluding checks) comprising any and all items of Collateral, to the
extent that the aggregate principal amount of such notes and other
instruments exceed $500,000, have been delivered to Secured Party duly
endorsed and accompanied by duly executed instruments of transfer or
assignment in blank.

F-7

(g) INTELLECTUAL PROPERTY COLLATERAL.

(i) a true and complete list of all Trademark Registrations and
Trademark applications owned, held (whether pursuant to a license or
otherwise) or used by such Grantor, in whole or in part, is set forth
in SCHEDULE 1(a) (as supplemented in any Compliance Certificate in
accordance with Section 5(b));

(ii) a true and complete list of all Patents owned, held (whether
pursuant to a license or otherwise) or used by such Grantor, in whole
or in part, is set forth in SCHEDULE 1(b) (as supplemented in any
Compliance Certificate in accordance with Section 5(b));

(iii) a true and complete list of all Copyright Registrations and
applications for Copyright Registrations held (whether pursuant to a
license or otherwise) by such Grantor, in whole or in part, is set
forth in SCHEDULE 1(c) (as supplemented in any Compliance Certificate
in accordance with Section 5(b));

(iv) after reasonable inquiry, such Grantor is not aware that any of
the Intellectual Property Collateral owned, held or used by such
Grantor is invalid or unenforceable; and

(v) no effective security interest or other Lien covering all or any
part of the Intellectual Property Collateral (other than Liens
permitted under subsection 7.2.3 of the Credit Agreement) is on file
in the United States Patent and Trademark Office or the United States
Copyright Office.

(h) PERFECTION. The security interests in the Collateral granted to
Secured Party for the ratable benefit of the Lenders and Interest Rate
Exchangers hereunder constitute valid security interests in the
Collateral (subject to Section 9-306 of the UCC), securing the payment
of the Secured Obligations. Upon the filing of UCC financing
statements naming each Grantor as "DEBTOR", naming Secured Party as
"SECURED PARTY", providing an address for each Grantor and the Secured
Party, describing the Collateral and duly executed by each Grantor, in
the filing offices set forth on SCHEDULE 4(h) annexed hereto, and in
the case of the Intellectual Property Collateral, in addition to the
filing of a Grant of Trademark Security Interest, substantially in the
form of EXHIBIT I, and a Grant of Patent Security Interest,
substantially in the form of EXHIBIT II, with the United States Patent
and Trademark Office and the filing of a Grant of Copyright Security
Interest, substantially in the form of EXHIBIT III, with the United
States Copyright Office, the security interests in the Collateral
granted to Secured Party for the ratable benefit of the Lenders and
Interest Rate Exchangers (other than any security interests in
Inventory and Equipment located at Customer Service Centers) will, to
the extent a security interest in the Collateral may be perfected by
filing UCC financing statements and, in the case of the Intellectual
Property Collateral, in addition to the filing of such UCC Financing
Statements, by the filing of a Grant of Trademark Security Interest
and Grant of Patent Security Interest with the United States Patent
and Trademark Office and a Grant of

F-8

Copyright Security Interest with the United States Copyright
Office, constitute perfected security interests therein prior to
all other Liens (other than Liens permitted under subsection 7.2.3
of the Credit Agreement), and all filings and other actions
necessary or desirable to perfect and protect such security
interest have been duly made or taken.

SECTION 5. FURTHER ASSURANCES.

(a) Each Grantor agrees that from time to time, at the expense of
such Grantor, such Grantor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary
or desirable, or that Secured Party may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted
hereby (other than its security interest in Inventory and Equipment located
at Customer Service Centers) or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, each Grantor will: (i) at
the request of Secured Party, xxxx conspicuously each item of chattel paper
included in the Accounts, each Related Contract and, at the request of
Secured Party, each of its records pertaining to the Collateral, with a
legend, in form and substance reasonably satisfactory to Secured Party,
indicating that such Collateral is subject to the security interest granted
hereby, (ii) at the request of Secured Party, deliver and pledge to Secured
Party hereunder all promissory notes and other instruments (excluding checks)
and all original counterparts of chattel paper constituting Collateral, to
the extent that the aggregate principal amount of such notes, other
instruments and chattel paper exceeds $500,000, duly endorsed and accompanied
by duly executed instruments of transfer or assignment, all in form and
substance satisfactory to Secured Party, (iii) use commercially reasonable
efforts to obtain any necessary consents of third parties to the assignment
and perfection of a security interest to Secured Party with respect to any
Collateral, (iv) execute and file such financing or continuation statements,
or amendments thereto, and such other instruments or notices, as may be
necessary or desirable, or as Secured Party may request, in order to perfect
and preserve the security interests granted or purported to be granted hereby
and (v) at Secured Party's request, appear in and defend any action or
proceeding that may affect such Grantor's title to or Secured Party's
security interest in all or any part of the Collateral.

(b) Without limiting the generality of the foregoing clause (a),
if any Grantor shall hereafter obtain rights to any new Intellectual Property
Collateral or becomes entitled to the benefit of (i) any patent application
or patent or any reissue, division, continuation, renewal, extension or
continuation-in-part of any Patent or any improvement of any Patent; or (ii)
any Copyright Registration, application for Registration or renewals or
extension of any Copyright, then in any such case, the provisions of this
Agreement shall automatically apply thereto; provided that additional filings
with the United States Patent and Trademark Office and the United States
Copyright Office with respect to such Intellectual Property Collateral shall
only be required as set forth in this subsection (b) and the representation
and warranty set forth in Section 4(h) shall apply to such Intellectual
Property Collateral only after such filings are required to be made. Each
Grantor shall, upon delivery of each Compliance Certificate pursuant to
clause (c) of subsection 7.1.1 of the Credit Agreement, notify Secured Party
in writing of any of the foregoing rights acquired by such Grantor after the
date hereof or since the date of delivery of the then most recent
notification under this SECTION 5(b), whichever is later, and of (i) any

F-9

Trademark Registrations issued or application for a Trademark Registration or
application for a Patent made, and (ii) any Copyright Registrations issued or
applications for Copyright Registration made, in any such case, after the
date hereof. Promptly after each such notification each Grantor shall
execute and deliver to Secured Party and record in the United States Patent
and Trademark Office or the United States Copyright Office, as appropriate, a
Security Agreement Supplement, substantially in the form of EXHIBIT IV,
pursuant to which such Grantor shall grant to Secured Party a security
interest to the extent of its interest in such Intellectual Property
Collateral; PROVIDED, if, in the reasonable judgment of such Grantor, after
due inquiry, granting such interest would result in the grant of a Trademark
Registration or Copyright Registration in the name of Secured Party, such
Grantor shall give written notice to Secured Party as soon as reasonably
practicable and the filing shall instead be undertaken as soon as practicable
but in no case later than promptly after the grant of the applicable
Trademark Registration or Copyright Registration, as the case may be; and
PROVIDED FURTHER that no Grantor shall be required to grant to Secured Party
a security interest in any of such Intellectual Property Collateral (or any
proceeds, products, rents or profits thereof) to the extent, but only to the
extent, that such a grant would, under the terms of the relevant license,
contract or agreement or otherwise, result in a breach of the terms of, or
constitute a default under any license, contract or agreement to which such
Grantor is a party (other than to the extent that any such term would be
rendered ineffective pursuant to Section 9-318(4) of the Uniform Commercial
Code of any relevant jurisdiction or any other applicable law (including the
Bankruptcy Code) or principles of equity); PROVIDED that immediately upon the
ineffectiveness, lapse or termination of any such provision, Grantor shall be
deemed to have immediately granted to Secured Party a security interest in
the relevant Intellectual Property Collateral.

(c) Each Grantor hereby authorizes Secured Party to file one or
more financing or continuation statements, and amendments thereto, relative
to all or any part of the Collateral without the signature of any Grantor.
Each Grantor agrees that a carbon, photographic or other reproduction of this
Agreement or of a financing statement signed by such Grantor shall be
sufficient as a financing statement and may be filed as a financing statement
in any and all jurisdictions.

(d) Each Grantor hereby authorizes Secured Party to modify this
Agreement without obtaining such Grantor's approval of or signature to such
modification by amending SCHEDULES 1(a), 1(b), and 1(c), as applicable, or to
delete any reference to any right, title or interest in any Intellectual
Property Collateral in which any Grantor no longer has or claims any right,
title or interest.

SECTION 6. CERTAIN COVENANTS OF GRANTORS.

Each Grantor shall:

(a) not use any Collateral or cause or permit any Collateral to be
used unlawfully or in violation of any provision of this Agreement or
any applicable statute, regulation or ordinance or any policy of
insurance covering the Collateral, unless such noncompliance could not
reasonably be expected to cause, individually or in the aggregate, a
Material Adverse Effect;

F-10

(b) notify Secured Party of any change in such Grantor's name,
identity or corporate structure within 30 days of such change;

(c) give Secured Party 30 days' prior written notice of any change in
such Grantor's chief place of business or chief executive office;

(d) if Secured Party gives value to enable such Grantor to acquire
rights in or the use of any collateral, use such value for such
purposes; and

(e) except as permitted by the Credit Agreement, pay promptly when
due all material property and other taxes, assessments and
governmental charges or levies imposed upon, and all material claims
(including claims for labor, services, materials and supplies) for
sums that have become due and payable and that by law have or may
become a Lien upon any of the Collateral against, the Collateral
before any penalty accrues thereon, except to the extent the validity
thereof is being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted, so long as such reserve
or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor.

SECTION 7. SPECIAL COVENANTS WITH RESPECT TO EQUIPMENT AND INVENTORY.

Each Grantor shall:

(a) keep the Equipment and Inventory owned by such Grantor (other
than (i) Equipment and Inventory located at Customer Service Centers
and (ii) Inventory which, in the ordinary course of business, is in
transit (A) from a supplier to such Grantor, (B) between locations
specified on Schedule 4(b), (C) to customers of a Grantor or (D) to or
from a Customer Service Center) at the places therefor specified on
SCHEDULE 4(b) annexed hereto or, upon 30 days' prior written notice to
Secured Party, at such other places in jurisdictions where all action
that may be necessary or desirable, or that Secured Party may
reasonably request, in order to perfect and protect any security
interest granted or purported to be granted hereby, or to enable
Secured Party to exercise and enforce its rights and remedies
hereunder, with respect to such Equipment and Inventory shall have
been taken;

(b) cause the Equipment owned by such Grantor to be maintained and
preserved in the same condition, repair and working order as when new,
ordinary wear and tear excepted, and in accordance with such Grantor's
past practices, and shall forthwith make or cause to be made all
repairs, replacements and other improvements in connection therewith
that are necessary or desirable to such end, except to the extent that
the failure to do so would not reasonably be expected to have a
Material Adverse Effect. Each Grantor shall promptly furnish to
Secured Party a statement respecting any material loss or damage to
any of the Equipment owned by such Grantor;

(c) if any Inventory is in possession or control of any of such
Grantor's agents or processors, upon the occurrence of an Event of
Default (as defined in the

F-11

Credit Agreement), instruct such agent or processor to hold all such
Inventory for the account of Secured Party and subject to the
instructions of Secured Party; and

(d) promptly upon the issuance and delivery to such Grantor of any
Negotiable Document of Title, to the extent that the fair market value
of all Inventory in respect of which Documents of Title are held by
the Grantors exceeds $500,000, deliver such Negotiable Document of
Title to Secured Party.

SECTION 8. INSURANCE.

(a) Each Grantor shall, at its own expense, maintain insurance with
respect to the Equipment and Inventory in accordance with the terms of the
Credit Agreement.

(b) Upon the occurrence and during the continuation of any Event of
Default, all insurance payments in respect of such Equipment or Inventory shall
be paid to and applied by Secured Party as specified in SECTION 19.

SECTION 9. SPECIAL COVENANTS WITH RESPECT TO ACCOUNTS AND RELATED CONTRACTS.

(a) Each Grantor shall keep its chief place of business and chief
executive office at the locations therefor specified in SECTION 4(d) or, upon 30
days' prior written notice to Secured Party, at such other location in a
jurisdiction where all action that may be necessary or desirable, or that
Secured Party may request, in order to perfect and protect any security interest
granted or purported to be granted hereby (other than security interests in
Inventory and Equipment located at Customer Service Centers), or to enable
Secured Party to exercise and enforce its rights and remedies hereunder, with
respect to such Accounts and Related Contracts shall have been taken. Promptly
upon the request of Secured Party, each Grantor shall deliver to Secured Party
complete and correct copies of each Related Contract.

(b) Each Grantor shall maintain (i) complete records of each Account
of such Grantor, including records of all payments received, credits granted and
merchandise returned, and (ii) all documentation relating thereto, in each case
in accordance with its business practices.

(c) Except as otherwise provided in this SUBSECTION (c), each Grantor
shall continue to collect, at its own expense, all amounts due or to become due
to such Grantor under the Accounts and Related Contracts. In connection with
such collections, each Grantor may take such action as such Grantor may deem
necessary or advisable to enforce collection of amounts due or to become due
under the Accounts; PROVIDED, HOWEVER, that Secured Party shall have the right
at any time, upon the occurrence and during the continuation of an Event of
Default and upon written notice to such Grantor of its intention to do so, to
notify the account debtors or obligors under any Accounts of the assignment of
such Accounts to Secured Party and to direct such account debtors or obligors to
make payment of all amounts due or to become due to such Grantor thereunder
directly to Secured Party, to notify each Person maintaining a lockbox or
similar arrangement to which account debtors or obligors under any Accounts have
been directed to make payment to remit all amounts representing collections on
checks and other payment items from time to time sent to or deposited in such
lockbox or other arrangement directly to Secured Party and, upon such
notification and at the expense of Grantors, to enforce collection of any such
Accounts and to adjust, settle or compromise the amount or payment thereof, in
the

F-12

same manner and to the same extent as such Grantor might have done. After
receipt by such Grantor of the notice from Secured Party referred to in the
PROVISO to the preceding sentence and during the continuation of an Event of
Default, (i) all amounts and proceeds (including checks and other instruments)
received by such Grantor in respect of the Accounts and the Related Contracts
shall be received in trust for the benefit of Secured Party hereunder, shall be
segregated from other funds of such Grantor and shall be forthwith paid over or
delivered to Secured Party in the same form as so received (with any necessary
endorsement) to be held as cash Collateral and applied as provided by SECTION
19, and (ii) such Grantor shall not adjust, settle or compromise the amount or
payment of any Account, or release wholly or partly any account debtor or
obligor thereof, or allow any credit or discount thereon, except in the ordinary
course of business in accordance with past practice or with the consent of
Secured Party.

SECTION 10. DEPOSIT ACCOUNTS.

Upon the occurrence and during the continuation of an Event of
Default, Secured Party may exercise dominion and control over, and refuse to
permit further withdrawals (whether of money, securities, instruments or other
property) from any deposit accounts maintained with Secured Party constituting
part of the Collateral.

SECTION 11. SPECIAL PROVISIONS WITH RESPECT TO THE INTELLECTUAL PROPERTY
COLLATERAL.

(a) Each Grantor shall:

(i) diligently keep reasonable records respecting the Intellectual
Property Collateral and at all times keep at least one complete set of
its records concerning such Collateral at its chief executive office
or principal place of business;

(ii) hereafter use commercially reasonable efforts so as not to permit
the inclusion in any contract to which it hereafter becomes a party of
any provision that impairs or prevents the creation of a security
interest in, or the assignment of, such Grantor's rights and interests
in any property included within the definitions of any Intellectual
Property Collateral acquired under such contracts;

(iii) take any and all commercially reasonable steps to protect the
secrecy of all trade secrets relating to the products and services
sold or delivered under or in connection with the Intellectual
Property Collateral, including, without limitation, where appropriate
entering into confidentiality agreements with employees and labeling
and restricting access to secret information and documents;

(iv) use proper statutory notice in connection with its use of any of
the Intellectual Property Collateral;

(v) use a commercially appropriate standard of quality (which may be
consistent with such Grantor's past practices) in the manufacture,
sale and delivery of products and services sold or delivered under or
in connection with the Trademarks; and

F-13

(vi) furnish to Secured Party from time to time at Secured Party's
reasonable request statements and schedules further identifying and
describing any Intellectual Property Collateral and such other reports
in connection with such Collateral, all in reasonable detail.

(b) Except as otherwise provided in this SECTION 11, each Grantor shall
continue to collect, at its own expense, all amounts due or to become due
to such Grantor in respect of the Intellectual Property Collateral or any
portion thereof. In connection with such collections, each Grantor may
take such action as such Grantor may deem reasonably necessary or advisable
to enforce collection of such amounts; PROVIDED, Secured Party shall have
the right at any time, upon the occurrence and during the continuation of
an Event of Default and upon written notice to such Grantor of its
intention to do so, to notify the obligors with respect to any such amounts
of the existence of the security interest created hereby and to direct such
obligors to make payment of all such amounts directly to Secured Party,
and, upon such notification and at the expense of such Grantor, to enforce
collection of any such amounts and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as
such Grantor might have done. After receipt by any Grantor of the notice
from Secured Party referred to in the PROVISO to the preceding sentence and
during the continuation of any Event of Default, (i) all amounts and
proceeds (including checks and other instruments) received by each Grantor
in respect of amounts due to such Grantor in respect of the Intellectual
Property Collateral or any portion thereof shall be received in trust for
the benefit of Secured Party hereunder, shall be segregated from other
funds of such Grantor and shall be forthwith paid over or delivered to
Secured Party in the same form as so received (with any necessary
endorsement) to be held as cash Collateral and applied as provided by
SECTION 19, and (ii) such Grantor shall not adjust, settle or compromise
the amount or payment of any such amount or release wholly or partly any
obligor with respect thereto or allow any credit or discount thereon,
except in the ordinary course of business in accordance with past practice
or with the consent of Secured Party.

(c) Each Grantor shall have the duty diligently, through counsel
reasonably acceptable to Secured Party, to prosecute, file and/or make,
unless such Grantor has a valid business purpose to do otherwise or to do
otherwise could not reasonably be expected to have a Material Adverse
Effect, (i) any application relating to any of the Intellectual Property
Collateral owned, held or used by such Grantor and identified on SCHEDULES
1(a), 1(b) or 1(c), as applicable, that is pending as of the date of this
Agreement, (ii) any Copyright Registration on any existing or future
unregistered but copyrightable works (except for works of nominal
commercial value or with respect to which such Grantor has determined in
the exercise of its commercially reasonable judgment that it shall not seek
registration), (iii) application on any future patentable but unpatented
innovation or invention comprising Intellectual Property Collateral, and
(iv) any Trademark opposition and cancellation proceedings, renew Trademark
Registrations and Copyright Registrations and do any and all acts which are
necessary or desirable to preserve and maintain all rights in all
Intellectual Property Collateral. Any expenses incurred in connection
therewith shall be borne solely by Grantors. Subject to the foregoing,
each Grantor shall give Secured Party prior written notice of any

F-14

abandonment of any material Intellectual Property Collateral or any
material pending patent application or any material Patent.

(d) Except as provided herein, each Grantor shall have the right to
commence and prosecute in its own name, as real party in interest, for its
own benefit and at its own expense, such suits, proceedings or other
actions for infringement, unfair competition, dilution, misappropriation
or other damage, or reexamination or reissue proceedings as are necessary
to protect the Intellectual Property Collateral. Secured Party shall
provide, at such Grantor's expense, all reasonable and necessary
cooperation in connection with any such suit, proceeding or action
including, without limitation, joining as a necessary party. Each Grantor
shall provide to Secured Party any information with respect thereto
reasonably requested by Secured Party.

(e) In addition to, and not by way of limitation of, the granting of a
security interest in the Collateral pursuant hereto, each Grantor,
effective upon the occurrence and during the continuation of an Event of
Default and upon written notice from Secured Party, shall grant, sell,
convey, transfer, assign and set over to Secured Party, for its benefit and
the ratable benefit of Lenders and Interest Rate Exchangers, all of such
Grantor's right, title and interest in and to the Intellectual Property
Collateral to the extent necessary to enable Secured Party to use, possess
and realize on the Intellectual Property Collateral and to enable any
successor or assignee to enjoy the benefits of the Intellectual Property
Collateral; provided that additional filings with the United States Patent
and Trademark Office and the United States Copyright Office with respect to
such Intellectual Property Collateral shall only be required as set forth
in subsection 5(b) and the representation and warranty set forth in Section
4(h) shall apply to such Intellectual Property only after such filings are
required to be made. This right shall inure to the benefit of all
successors, assigns and transferees of Secured Party and its successors,
assigns and transferees, whether by voluntary conveyance, operation of law,
assignment, transfer, foreclosure, deed in lieu of foreclosure or
otherwise. Such right and license shall be granted free of charge, without
requirement that any monetary payment whatsoever be made to such Grantor.

SECTION 12. SPECIAL PROVISIONS WITH RESPECT TO THE ASSIGNED AGREEMENTS. Each
Grantor shall at its expense:

(i) if consistent with sound business practices, perform and observe
in all material respects the terms and provisions of the Assigned
Agreements to be performed or observed by it, and, subject to Section
7.2.10 of the Credit Agreement, maintain the Assigned Agreements in full
force and effect, enforce the Assigned Agreements in accordance with their
terms, and take all such action to such end as may be from time to time
reasonably requested by Secured Party; and

(ii) upon the reasonable request of Secured Party, furnish to Secured
Party, promptly upon receipt thereof, copies of all notices, requests and
other documents received by such Grantor under or pursuant to the Assigned
Agreements, and from time to time (A) furnish to Secured Party such
information and reports regarding the Assigned Agreements as Secured Party
may reasonably request and (B) upon request of Secured

F-15

Party make to the parties to such Assigned Agreements such demands and
requests for information and reports or for action as such Grantor is
entitled to make under the Assigned Agreements.

SECTION 13. TRANSFERS AND OTHER LIENS.

No Grantor shall:

(a) sell, assign (by operation of law or otherwise) or otherwise
dispose of any of the Collateral, except as permitted by the Credit
Agreement; or

(b) except for the security interest created by this Agreement and
any Lien permitted under the Credit Agreement, create or suffer to
exist any Lien upon or with respect to any of the Collateral to secure
the indebtedness or other obligations of any Person.

SECTION 14. SECURED PARTY APPOINTED ATTORNEY-IN-FACT.

Each Grantor hereby irrevocably appoints Secured Party as such
Grantor's attorney-in-fact, with full authority in the place and stead of such
Grantor and in the name of such Grantor, Secured Party or otherwise, from time
to time in Secured Party's discretion to take any action and to execute any
instrument that Secured Party may deem necessary or advisable to accomplish the
purposes of this Agreement, including without limitation:

(a) upon the occurrence and during the continuance of an Event of
Default, to obtain and adjust insurance required to be maintained by
such Grantor or paid to Secured Party pursuant to SECTION 8;

(b) upon the occurrence and during the continuance of an Event of
Default, to ask for, demand, collect, xxx for, recover, compound,
receive and give acquittance and receipts for moneys due and to become
due under or in respect of any of the Collateral;

(c) upon the occurrence and during the continuance of an Event of
Default, to receive, endorse and collect any drafts or other
instruments, documents and chattel paper in connection with clauses
(a) and (b) above;

(d) upon the occurrence and during the continuance of an Event of
Default, to file any claims or take any action or institute any
proceedings that Secured Party may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights
of Secured Party with respect to any of the Collateral;

(e) to pay or discharge taxes or Liens (other than (1) taxes being
contested by Grantor as permitted under the Credit Agreement and (2)
Liens permitted under the Credit Agreement) levied or placed upon or
threatened against the Collateral, the legality or validity thereof
and the amounts necessary to discharge the same to be determined by
Secured Party in its sole discretion, any such payments made by

F-16

Secured Party to become obligations of such Grantor to Secured Party,
due and payable immediately without demand;

(f) upon the occurrence and during the continuance of an Event of
Default, to sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with
Accounts and other documents relating to the Collateral; and

(g) upon the occurrence and during the continuance of an Event of
Default, generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as fully and
completely as though Secured Party were the absolute owner thereof for
all purposes, and to do, at Secured Party's option and Grantors'
expense, at any time or from time to time, all acts and things that
Secured Party deems necessary to protect, preserve or realize upon the
Collateral and Secured Party's security interest therein in order to
effect the intent of this Agreement, all as fully and effectively as
such Grantor might do.

SECTION 15. SECURED PARTY MAY PERFORM.

If any Grantor fails to perform any agreement contained herein,
Secured Party may itself perform, or cause performance of, such agreement, and
the expenses of Secured Party incurred in connection therewith shall be payable
by such Grantor under SECTION 20(b).

SECTION 16. STANDARD OF CARE.

The powers conferred on Secured Party hereunder are solely to protect
its interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the exercise of reasonable care in the custody of
any Collateral in its possession and the accounting for moneys actually received
by it hereunder, Secured Party shall have no duty as to any Collateral or as to
the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. Secured Party shall be deemed to
have exercised reasonable care in the custody and preservation of Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which Secured Party accords its own property.

SECTION 17. REMEDIES.

If any Event of Default shall have occurred and be continuing, Secured
Party may exercise in respect of the Collateral, in addition to all 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 Uniform Commercial Code as
in effect in any relevant jurisdiction (the "CODE") (whether or not the Code
applies to the affected Collateral), and also may (a) require each Grantor to,
and each Grantor hereby agrees that it will at its expense and upon request of
Secured Party forthwith, assemble all or part of the Collateral as directed by
Secured Party and make it available to Secured Party at a place to be designated
by Secured Party that is reasonably convenient to both parties, (b) enter onto
the property where any Collateral is located and take possession thereof with or
without judicial process without breach of the peace, (c) prior to the
disposition of the Collateral, store, process, repair or recondition the
Collateral or otherwise

F-17

prepare the Collateral for disposition in any manner to the extent Secured
Party deems appropriate, (d) take possession of any Grantor's premises or
place custodians in exclusive control thereof, remain on such premises and
use the same and any of such Grantor's equipment for the purpose of
completing any work in process, in each case without breach of the peace,
taking any actions described in the preceding clause (c) and collecting any
Secured Obligation, and (e) 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 Secured Party's offices or elsewhere, for cash, on
credit or for future delivery, at such time or times and at such price or
prices and upon such other terms as are commercially reasonable. Secured
Party or any Lender or Interest Rate Exchanger may be the purchaser of any or
all of the Collateral at any such sale and Secured Party, as agent for and
representative of Lenders and Interest Rate Exchangers (but not any Lender or
Lenders or Interest Rate Exchanger or Interest Rate Exchangers in its or
their respective individual capacities unless Requisite Obligees (as defined
in SECTION 22(a)) shall otherwise agree in writing), shall be entitled, for
the purpose of bidding and making settlement or payment of the purchase price
for all or any portion of the Collateral sold at any such public sale, to use
and apply any of the Secured Obligations as a credit on account of the
purchase price for any Collateral payable by Secured Party at such sale.
Each purchaser at any such sale shall hold the property sold absolutely free
from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by applicable law) all rights of redemption,
stay and/or appraisal which it now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted. Each
Grantor agrees that, to the extent notice of sale shall be required by law,
at least ten days' prior written notice to such Grantor of the time and place
of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. Secured Party shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. Secured Party may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned. Each Grantor hereby waives, to the fullest extent permitted under
applicable law, any claims against Secured Party arising by reason of the
fact that the price at which any Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a
public sale, even if Secured Party accepts the first offer received and does
not offer such Collateral to more than one offeree. If the proceeds of any
sale or other disposition of the Collateral of any Grantor are insufficient
to pay all the Secured Obligations, of such Grantor, such Grantor shall be
liable for the deficiency, including the fees of any attorneys employed by
Secured Party to collect such deficiency.

SECTION 18. ADDITIONAL REMEDIES FOR INTELLECTUAL PROPERTY COLLATERAL.

(a) Anything contained herein to the contrary notwithstanding, upon
the occurrence and during the continuation of an Event of Default, (i) Secured
Party shall have the right (but not the obligation) to bring suit, in the name
of any Grantor, Secured Party or otherwise, to enforce any Intellectual Property
Collateral, in which event each Grantor shall, at the request of Secured Party,
do any and all lawful acts and execute any and all documents required by Secured
Party in aid of such enforcement and each Grantor shall promptly, upon demand,
reimburse and indemnify Secured Party as provided in Sections 11.3 and 11.4 of
the Credit Agreement and SECTION 20 hereof, as applicable, in connection with
the exercise of its rights under this SECTION 18, and, to the extent that
Secured Party shall elect not to bring suit to

F-18

enforce any Intellectual Property Collateral as provided in this SECTION 18,
each Grantor agrees to use all reasonable measures, whether by action, suit,
proceeding or otherwise, to prevent the infringement of any of the
Intellectual Property Collateral by others and for that purpose agrees to use
its commercially reasonable judgement in maintaining any action, suit or
proceeding against any Person so infringing reasonably necessary to prevent
such infringement; (ii) upon written demand from Secured Party, each Grantor
shall execute and deliver to Secured Party an assignment or assignments of
the Intellectual Property Collateral and such other documents as are
necessary or appropriate to carry out the intent and purposes of this
Agreement; provided that additional filings with the United States Patent and
Trademark Office and the United States Copyright Office with respect to such
Intellectual Property Collateral shall only be required as set forth in
subsection 5(b) and the representation and warranty set forth in Section 4(h)
apply to such Intellectual Property Collateral only after such filings are
required to be made; (iii) each Grantor agrees that such an assignment and/or
recording shall be applied to reduce the Secured Obligations outstanding only
to the extent that Secured Party (or any Lender) receives cash proceeds in
respect of the sale of, or other realization upon, the Intellectual Property
Collateral; and (iv) within five Business Days after written notice from
Secured Party, each Grantor shall make available to Secured Party, to the
extent within such Grantor's power and authority, such personnel in such
Grantor's employ on the date of such Event of Default as Secured Party may
reasonably designate, by name, title or job responsibility, to permit such
Grantor to continue, directly or indirectly, to produce, advertise and sell
the products and services sold or delivered by such Grantor under or in
connection with the Trademarks, Trademark Registrations and Trademark Rights,
such persons to be available to perform their prior functions on Secured
Party's behalf and to be compensated by Secured Party at such Grantor's
expense on a per diem, pro-rata basis consistent with the salary and benefit
structure applicable to each as of the date of such Event of Default.

(b) If (i) an Event of Default shall have occurred and, by reason of
cure, waiver, modification, amendment or otherwise, no longer be continuing,
(ii) no other Event of Default shall have occurred and be continuing, and
(iii) an assignment to Secured Party of any rights, title and interests in and
to the Intellectual Property Collateral shall have been previously made, upon
the written request of any Grantor, Secured Party shall promptly execute and
deliver to such Grantor such assignments as may be necessary to reassign to such
Grantor any such rights, title and interests as may have been assigned to
Secured Party as aforesaid, subject to any disposition thereof that may have
been made by Secured Party; PROVIDED, after giving effect to such reassignment,
Secured Party's security interest granted pursuant hereto, as well as all other
rights and remedies of Secured Party granted hereunder, shall continue to be in
full force and effect; and PROVIDED FURTHER, the rights, title and interests so
reassigned shall be free and clear of all Liens other than Liens (if any)
encumbering such rights, title and interest at the time of their assignment to
Secured Party and Liens permitted under the Credit Agreement.

SECTION 19. APPLICATION OF PROCEEDS.

Except as expressly provided elsewhere in this Agreement, all proceeds
received by Secured Party in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral of any Grantor may, in the
discretion of Secured Party, be held by Secured Party as Collateral for, and/or
then, or at any other time thereafter, applied in full or in part by Secured
Party against, the Secured Obligations of such Grantor in the following order of
priority:

F-19

FIRST: To the payment of all costs and expenses of such sale,
collection or other realization, including reasonable compensation to
Secured Party or any Lender or Interest Rate Exchanger and their
respective agents and counsel, and all other expenses, liabilities and
advances made or incurred by Secured Party, any Lender or Interest
Rate Exchanger in connection therewith, and all amounts for which
Secured Party or any Lender or Interest Rate Exchanger is entitled to
indemnification under SECTION 20 or under Section 11.4 of the Credit
Agreement and all advances made by Secured Party or any Lender or
Interest Rate Exchanger hereunder for the account of Grantor, and to
the payment of all costs and expenses paid or incurred by Secured
Party or any Lender or Interest Rate Exchanger in connection with the
exercise of any right or remedy hereunder, all in accordance with
SECTION 20 or Sections 11.3 and 11.4 of the Credit Agreement;

SECOND: To the payment of all other Secured Obligations of such
Grantor for the ratable benefit of the holders thereof; and

THIRD: To the payment to or upon the order of such Grantor, or its
respective successors or assigns, or to whosoever may be lawfully
entitled to receive the same or as a court of competent jurisdiction
may direct, of any surplus then remaining from such proceeds.

SECTION 20. INDEMNITY AND EXPENSES.

(a) Each Subsidiary Grantor agrees to pay to Secured Party to the
extent set forth in Section 2.8 of the Subsidiary Guaranty upon demand the
amount of any and all costs and expenses, including the reasonable fees and
expenses of its counsel and of any experts and agents, that Secured Party may
incur in connection with (i) the administration of this Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from, or
other realization upon, any of the Collateral, (iii) the exercise or enforcement
of any of the rights of Secured Party hereunder, or (iv) the failure by any
Grantor to perform or observe any of the provisions hereof.

(b) The obligations of Grantors in this SECTION 20 shall survive the
termination of this Agreement and the discharge of Grantors' other obligations
under this Agreement, the Lender Interest Rate Agreements, the Credit Agreement
and the other Loan Documents.

SECTION 21. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the (1)
payment in full of the Secured Obligations (other than Secured Obligations in
respect of indemnification or expense reimbursement not yet claimed), (2) the
cancellation or termination of the Commitments and the cancellation,
expiration or cash collateralization of all outstanding Letters of Credit or
(3) in the case of a Restricted Subsidiary, such Restricted Subsidiary
becomes an Unrestricted Subsidiary, (b) be binding upon Grantors and their
respective successors and assigns, and (c) inure, together with the rights
and remedies of Secured Party hereunder, to the benefit of Secured Party and
its successors, transferees and assigns. Without limiting the generality of
the foregoing clause (c), but subject

F-20

to the provisions of subsection 11.11 of the Credit Agreement, any Lender may
assign or otherwise transfer any Loans held by it to any other Person, and
such other Person shall thereupon become vested with all the benefits in
respect thereof granted to Lenders herein or otherwise. Upon the payment in
full of all Secured Obligations (other than any contingent indemnity and
expense reimbursement claims which at the time of such payment have yet to be
claimed), the cancellation or termination of the Commitments and the
cancellation, expiration or cash collateralization of all outstanding Letters
of Credit, the security interest granted hereby shall terminate and all
rights to the Collateral shall revert to the applicable Grantors. In
addition, upon the proposed sale, transfer or other disposition of any
Collateral by any Grantor in accordance with the Credit Agreement, or any
amendment or waiver hereof, such Grantor shall deliver a certificate of an
Authorized Officer, which shall be true and correct, (x) stating that the
Collateral subject to such disposition is being sold, transferred or
otherwise disposed of in compliance with the terms of the Credit Agreement
and (y) specifying the Collateral being sold, transferred or otherwise
disposed of in the proposed transaction; PROVIDED, HOWEVER such certificate
need not be delivered for Collateral sold in the ordinary course of business
(including but not limited to the sale of inventory and obsolete or worn out
equipment so sold), in which case, notwithstanding anything to the contrary
in this SECTION 21, the release of Secured Party's Liens on such Collateral
shall be automatic upon such sale, transfer or other disposition. Upon the
receipt of such certificate, Secured Party shall, at Grantors' expense, so
long as Secured Party has no reason to believe that such certificate
delivered by Grantor with respect to such sale is not true and correct,
execute and deliver such releases of its Liens on such Collateral which is to
be so sold, transferred or disposed of, as may be reasonably requested by
such Grantor. Upon any such termination, Secured Party will, except as
otherwise provided in this SECTION 21, at Grantors' expense, execute and
deliver to Grantors such documents as Grantors shall reasonably request to
evidence such termination.

SECTION 22. SECURED PARTY AS AGENT.

(a) Secured Party has been appointed to act as Secured Party
hereunder by Lenders and, by their acceptance of the benefits hereof, Interest
Rate Exchangers. Secured Party shall be obligated, and shall have the right
hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action (including
without limitation the release or substitution of Collateral), solely in
accordance with this Agreement and the Credit Agreement; PROVIDED that Secured
Party shall exercise, or refrain from exercising, any remedies provided for in
SECTION 17 in accordance with the instructions of (i) Required Lenders or
(ii) after payment in full of all Obligations under the Credit Agreement and the
other Loan Documents, the cancellation or expiration of all Letters of Credit
and the termination of the Commitments, the holders of a majority of the
aggregate notional amount under all Lender Interest Rate Agreements (Required
Lenders or, if applicable, such holders being referred to herein as "REQUISITE
OBLIGEES"). In furtherance of the foregoing provisions of this SECTION 22(a),
each Interest Rate Exchanger, by its acceptance of the benefits hereof, agrees
that it shall have no right individually to realize upon any of the Collateral
hereunder, it being understood and agreed by such Interest Rate Exchanger that
all rights and remedies hereunder may be exercised solely by Secured Party for
the benefit of Lenders and Interest Rate Exchangers in accordance with the terms
of this SECTION 22(a).

F-21

(b) Secured Party shall at all times be the same Person that is
Administrative Agent under the Credit Agreement. Written notice of resignation
by Administrative Agent pursuant to subsection 9.4 of the Credit Agreement shall
also constitute notice of resignation as Secured Party under this Agreement, and
appointment of a successor Administrative Agent pursuant to subsection 9.4 of
the Credit Agreement shall also constitute appointment of a successor Secured
Party under this Agreement. Upon the acceptance of any appointment as
Administrative Agent under subsection 9.4 of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Secured Party under this Agreement, and the retiring Secured
Party under this Agreement shall promptly (i) transfer to such successor Secured
Party all sums, securities and other items of Collateral held hereunder,
together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Secured Party
under this Agreement, and (ii) execute and deliver to such successor Secured
Party such amendments to financing statements, and take such other actions, as
may be necessary or appropriate in connection with the assignment to such
successor Secured Party of the security interests created hereunder, whereupon
such retiring Secured Party shall be discharged from its duties and obligations
under this Agreement. After any retiring Administrative Agent's resignation
hereunder as Secured Party, the provisions of this Agreement shall inure to its
benefit as to any actions taken or omitted to be taken by it under this
Agreement while it was Secured Party hereunder.

(c) Secured Party shall not be deemed to have any duty whatsoever
with respect to any Interest Rate Exchanger until it shall have received written
notice in form and substance satisfactory to Secured Party from a Grantor or the
Interest Rate Exchanger as to the existence and terms of the applicable Lender
Interest Rate Agreement.

SECTION 23. ADDITIONAL GRANTORS.

The initial Grantors hereunder shall be the signatories hereto on the
date hereof. From time to time subsequent to the date hereof, additional
Restricted Subsidiaries of Company may become parties hereto as additional
Grantors (each an "ADDITIONAL GRANTOR"), by executing an acknowledgement to this
Agreement substantially in the form of EXHIBIT V annexed hereto. Upon delivery
of any such acknowledgement to Administrative Agent and Secured Party, notice of
which is hereby waived by Grantors, each such Additional Grantor shall be a
Grantor and shall be as fully a party hereto as if such Additional Grantor were
an original signatory hereto. Each Grantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Grantor hereunder, nor by any election of
Administrative Agent not to cause any Restricted Subsidiary of Company to become
an Additional Grantor hereunder. This Agreement shall be fully effective as to
any Grantor that is or becomes a party hereto regardless of whether any other
Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 24. AMENDMENTS; ETC.

No amendment, modification, termination or waiver of any provision of
this Agreement, and no consent to any departure by any Grantor therefrom, shall
in any event be effective unless the same shall be in writing and signed by
Secured Party and, in the case of any

F-22

such amendment or modification, by Grantors; PROVIDED that any amendment
hereto consisting of the inclusion of an additional Grantor as a party hereto
pursuant to SECTION 23 shall be effective upon execution by such Additional
Grantor of the acknowledgement to this Agreement referred to in SECTION 23,
and Grantors hereby waive any requirement of notice of or consent to any such
amendment. Any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given.

SECTION 25. NOTICES.

Any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served or sent by facsimile or
United States mail or courier service and shall be deemed to have been given
when delivered in person or by courier service, upon transmission of facsimile
(with telephonic confirmation), or when received if depositing it in the United
States mail with postage prepaid and properly addressed. For the purposes
hereof, the address of each party hereto shall be as provided in subsection 11.2
of the Credit Agreement or as set forth under such party's name on the signature
pages hereof or such other address as shall be designated by such party in a
written notice delivered to the other parties hereto.

SECTION 26. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

No failure or delay on the part of Secured Party in the exercise of
any power, right or privilege hereunder shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude any other or further exercise thereof or of any other power, right or
privilege. All rights and remedies existing under this Agreement are cumulative
to, and not exclusive of, any rights or remedies otherwise available.

SECTION 27. SEVERABILITY.

In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

SECTION 28. HEADINGS.

Section and subsection headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

SECTION 29. GOVERNING LAW; TERMS; RULES OF CONSTRUCTION.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE CODE

F-23

PROVIDES THAT THE 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. Unless otherwise defined
herein or in the Credit Agreement, terms used in Articles 8 and 9 of the
Uniform Commercial Code in the State of New York are used herein as therein
defined.

SECTION 30. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO SHALL
BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY, OR
IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL
OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN
THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY, AND OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR
THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. EACH GRANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VALUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY AGENT, ANY
LENDER OR ANY ISSUER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR AFFECT THE RIGHT OF ANY SUCH PERSON TO BRING ANY ACTION OR PROCEEDING
AGAINST ANY GRANTOR OR ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTIONS.

TO THE EXTENT ANY GRANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR TO ITS PROPERTY,
EACH GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER

F-24

THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT EXECUTED OR TO BE EXECUTED BY IT.

SECTION 31. WAIVER OF JURY TRIAL.

THE GRANTORS AND SECURED PARTY 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 COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF GRANTORS AND SECURED PARTY SECURED
PARTY RELATING THERETO. EACH OF THE GRANTORS ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING INTO
THIS AGREEMENT.

SECTION 32. COUNTERPARTS.

This Agreement may be executed in one or more counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages
may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.

[Remainder of page intentionally left blank]

F-25

IN WITNESS WHEREOF, Grantors and Secured Party have caused this Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

XXXXXXX COMMUNICATIONS LLC

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

U. S. BANK NATIONAL ASSOCIATION
as Secured Party

By:______________________________
Name:___________________________
Title:____________________________

S-1

IN WITNESS WHEREOF, each of the undersigned Guarantors has caused this
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of the date first written above.

XXXXXXX REAL ESTATE COMPANY

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/MAGNUS PUBLISHING CORPORATION

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-2

XXXXXXX/NEW YORK COMPANY

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/MAY INC.

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-3

XXXXXXX INTERNATIONAL INC.

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

FMC RESOURCE MANAGEMENT CORPORATION

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-4

XXXXXXX TRAINING AND
TECHNOLOGY, INC.

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/GLOBAL, INC.

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-5

XXXXXXX/EXECUTECH, INC.

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/XXXXXXX, INC.

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-6

XXXXXXX/ALTERNATIVES, INC.

By:______________________________
Name:___________________________
Title:____________________________

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-7

SCHEDULE A

Name Notice Address for each Grantor
---- -------------------------------

Schedule A-1

SCHEDULE 1(a) TO
SECURITY AGREEMENT

U.S. TRADEMARKS:

Trademark Registration Registration
Registered Owner Description Number Date
---------------- ----------- ------------ ------------

Schedule 1(a)-1

SCHEDULE 1(b) TO
SECURITY AGREEMENT

U.S. PATENTS ISSUED:

Patent No. Issue Date Invention Inventor
--------- ---------- --------- --------

U.S. PATENTS PENDING:

Applicant's Date Application
Name Filed Number Invention Inventor
---- ----- ------ --------- --------

Schedule 1(b)-1

SCHEDULE 1(c) TO
SECURITY AGREEMENT

U.S. COPYRIGHTS:

Title Registration No. Date of Issue Registered Owner
----- --------------- ------------- ----------------

PENDING U.S. COPYRIGHT REGISTRATIONS & APPLICATIONS:

Title Reference No. Date of Application Copyright Claimant
----- ------------- ------------------- --------- --------

Schedule 1(c)-1

SCHEDULE 4(b)
TO
SECURITY AGREEMENT

LOCATIONS OF EQUIPMENT AND INVENTORY

NAME OF GRANTOR LOCATIONS OF EQUIPMENT AND INVENTORY
--------------- ------------------------------------

Schedule 4(b)-1

SCHEDULE 4(d)
TO
SECURITY AGREEMENT

OFFICE LOCATIONS

NAME OF GRANTOR OFFICE LOCATIONS
--------------- ----------------

Schedule 4(d)-1

SCHEDULE 4(e)
TO
SECURITY AGREEMENT

OTHER NAMES

NAME OF GRANTOR OTHER NAMES
--------------- -----------

Schedule 4(e)-1

SCHEDULE 4(h)
TO
SECURITY AGREEMENT

FILING OFFICES

Schedule 4(h)-1

EXHIBIT I TO
SECURITY AGREEMENT

[FORM OF GRANT OF TRADEMARK SECURITY INTEREST]

GRANT OF TRADEMARK SECURITY INTEREST

WHEREAS, [NAME OF GRANTOR], a ___________ corporation ("GRANTOR"),
owns and uses in its business, and will in the future adopt and so use, various
intangible assets, including the Trademark Collateral (as defined below); and

WHEREAS, XXXXXXX COMMUNICATIONS LLC, a Delaware limited liability
company ("COMPANY") and XXXXXXX CORPORATION, a Minnesota corporation, as
guarantor ("HOLDCO"), have entered into a Credit Agreement dated as of November
23, 1999 (said Credit Agreement, as it may heretofore have been and as it may
hereafter be amended, supplemented or otherwise modified from time to time,
being the "CREDIT AGREEMENT") with the financial institutions named therein
(collectively, together with their respective successors and assigns party to
the Credit Agreement from time to time, the "LENDERS"), DLJ Capital Funding,
Inc., as Syndication Agent for the Lenders, Xxxxx Fargo Bank, N.A., as
Documentation Agent for the Lenders, and U. S. BANK NATIONAL ASSOCIATION, as
Administrative Agent for the Lenders (in such capacity, "SECURED PARTY"),
pursuant to which Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company; and

WHEREAS, Company may from time to time enter, or may from time to time
have entered, into one or more Rate Protection Agreements (collectively, the
"LENDER INTEREST RATE AGREEMENTS") with one or more Lenders or their affiliates
(in such capacity, collectively, "LENDER COUNTERPARTIES"); and

[Insert if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed
and delivered that certain Subsidiary Guaranty dated as of November 23, 1999
(said Subsidiary Guaranty, as it may hereafter be amended, supplemented or
otherwise modified from time to time, being the "GUARANTY") in favor of Secured
Party for the benefit of Lenders and any Lender Counterparties, pursuant to
which Grantor has guarantied the prompt payment and performance when due of all
obligations of Company under the Credit Agreement and the other Loan Documents
and all obligations of Company under the Lender Interest Rate Agreements,
including without limitation the obligation of Company to make payments
thereunder in the event of early termination thereof; and]

WHEREAS, pursuant to the terms of a Security Agreement dated as of
November 23, 1999 (as amended, supplemented or otherwise modified from time to
time, the "SECURITY AGREEMENT"), among Grantor, Secured Party and the other
grantors named therein, Grantor has agreed to create in favor of Secured Party a
secured and protected interest in, and Secured Party has agreed to become a
secured creditor with respect to, the Trademark Collateral;

NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, subject to the terms and conditions
of the Security

FI-1

Agreement, Grantor hereby grants to Secured Party a security interest in all
of Grantor's right, title and interest in and to the following, in each case
whether now or hereafter existing or in which Grantor now has or hereafter
acquires an interest and wherever the same may be located (the "TRADEMARK
COLLATERAL"):

(i) all rights, title and interest (including rights acquired pursuant to
a license or otherwise but only to the extent permitted by agreements
governing such license or other use) in and to all trademarks, service
marks, designs, logos, indicia, tradenames, trade dress, corporate names,
company names, business names, fictitious business names, trade styles
and/or other source and/or business identifiers and applications pertaining
thereto, owned by such Grantor, or hereafter adopted and used, in its
business (including, without limitation, the trademarks specifically
identified in SCHEDULE A) (collectively, the "TRADEMARKS"), all
registrations that have been or may hereafter be issued or applied for
thereon in the United States and any state thereof (including, without
limitation, the registrations and applications specifically identified in
SCHEDULE A) (the "TRADEMARK REGISTRATIONS"), all common law and other
rights (but in no event any of the obligations) in and to the Trademarks in
the United States and any state thereof (the "TRADEMARK RIGHTS"), and all
goodwill of such Grantor's business symbolized by the Trademarks and
associated therewith (the "ASSOCIATED GOODWILL"); and

(ii) all proceeds, products, rents and profits of or from any and all of
the foregoing Trademark Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not Secured Party is the
loss payee thereof), or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of the
foregoing Trademark Collateral. For purposes of this Grant of Trademark
Security Interest, the term "PROCEEDS" includes whatever is receivable or
received when Trademark Collateral or proceeds are sold, exchanged,
collected or otherwise disposed of, whether such disposition is voluntary
or involuntary.

Notwithstanding anything herein to the contrary, in no event shall the
Trademark Collateral include, and Grantor shall be deemed not to have granted a
security interest in, any of Grantor's rights or interests in any license,
contract or agreement to which Grantor is a party or any of its rights or
interests thereunder to the extent, but only to the extent, that such a grant
would, under the terms of such license, contract or agreement or otherwise,
result in a breach of the terms of, or constitute a default under any license,
contract or agreement to which Grantor is a party; PROVIDED, that immediately
upon the ineffectiveness, lapse or termination of any such provision, the
Trademark Collateral shall include, and Grantor shall be deemed to have granted
a security interest in, all such rights and interests as if such provision had
never been in effect.

Grantor does hereby further acknowledge and affirm that the rights and
remedies of Secured Party with respect to the security interest in the Trademark
Collateral granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which are incorporated by reference herein as if
fully set forth herein.

[The remainder of this page is intentionally left blank.]

FI-2

IN WITNESS WHEREOF, Grantor has caused this Grant of Trademark Security
Interest to be duly executed and delivered by its officer thereunto duly
authorized as of the ____ day of _______, ____.

[NAME OF GRANTOR]

By:_______________________________
Name:_____________________________
Title:____________________________

FI-3

SCHEDULE A
TO
GRANT OF TRADEMARK SECURITY INTEREST

United States
Registered Trademark Registration Registration
Owner Description Number Date
---------- ----------- ------------ ------------

FI-4

EXHIBIT II TO
SECURITY AGREEMENT

[FORM OF GRANT OF PATENT SECURITY INTEREST]

GRANT OF PATENT SECURITY INTEREST

WHEREAS, [NAME OF GRANTOR], a _______________ corporation
("GRANTOR"), owns and uses in its business, and will in the future adopt and
so use, various intangible assets, including the Patent Collateral (as
defined below); and

WHEREAS, XXXXXXX COMMUNICATIONS LLC, a Delaware limited liability
company ("COMPANY") and XXXXXXX CORPORATION, a Minnesota corporation as
guarantor ("HOLDCO"), have entered into a Credit Agreement dated as of
November 23, 1999 (said Credit Agreement, as it may heretofore have been and
as it may hereafter be amended, supplemented or otherwise modified from time
to time, being the "CREDIT AGREEMENT") with the financial institutions named
therein (collectively, together with their respective successors and assigns
party to the Credit Agreement from time to time, the "LENDERS"), DLJ Capital
Funding, Inc., as Syndication Agent for the Lenders, Xxxxx Fargo Bank, N.A.,
as Documentation Agent for the Lenders, and U. S. BANK NATIONAL ASSOCIATION,
as Administrative Agent for the Lenders (in such capacity, "SECURED PARTY"),
pursuant to which Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company; and

WHEREAS, Company may from time to time enter, or may from time to
time have entered, into one or more Rate Protection Agreements (collectively,
the "LENDER INTEREST RATE AGREEMENTS") with one or more Lenders or their
affiliates (in such capacity, collectively, "LENDER COUNTERPARTIES"); and

[Insert if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed
and delivered that certain Subsidiary Guaranty dated as of ____________, 1999
(said Subsidiary Guaranty, as it may hereafter be amended, supplemented or
otherwise modified from time to time, being the "GUARANTY") in favor of
Secured Party for the benefit of Lenders and any Lender Counterparties,
pursuant to which Grantor has guarantied the prompt payment and performance
when due of all obligations of Company under the Credit Agreement and the
other Loan Documents and all obligations of Company under the Lender Interest
Rate Agreements, including without limitation the obligation of Company to
make payments thereunder in the event of early termination thereof; and]

WHEREAS, pursuant to the terms of a Security Agreement dated as of
November 23, 1999 (as amended, supplemented or otherwise modified from time
to time, the "SECURITY AGREEMENT"), among Grantor, Secured Party and the
other grantors named therein, Grantor has agreed to create in favor of
Secured Party a secured and protected interest in, and Secured Party has
agreed to become a secured creditor with respect to, the Patent Collateral;

FII-1

NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, subject to the terms and
conditions of the Security Agreement, Grantor hereby grants to Secured Party
a security interest in all of Grantor's right, title and interest in and to
the following, in each case whether now or hereafter existing or in which
Grantor now has or hereafter acquires an interest and wherever the same may
be located (the "PATENT COLLATERAL"):

(i) all rights, title and interest (including rights acquired pursuant
to a license or otherwise but only to the extent permitted by agreements
governing such license or other use) in and to all patents and patent
applications and rights and interests in patents and patent applications
under any domestic law that are presently, or in the future may be, owned
or held by such Grantor and all patents and patent applications and rights,
title and interests in patents and patent applications under any domestic
law that are presently, or in the future may be, owned by such Grantor in
whole or in part (including, without limitation, the patents and patent
applications listed in SCHEDULE A), all rights (but not obligations)
corresponding thereto to xxx for past, present and future infringements and
all re-issues, divisions, continuations, renewals, extensions and
continuations-in-part thereof (all of the foregoing being collectively
referred to as the "PATENTS"); and

(ii) all proceeds, products, rents and profits of or from any and all of
the foregoing Patent Collateral and, to the extent not otherwise included,
all payments under insurance (whether or not Secured Party is the loss
payee thereof), or any indemnity, warranty or guaranty, payable by reason
of loss or damage to or otherwise with respect to any of the foregoing
Patent Collateral. For purposes of this Grant of Patent Security Interest,
the term "PROCEEDS" includes whatever is receivable or received when Patent
Collateral or proceeds are sold, exchanged, collected or otherwise disposed
of, whether such disposition is voluntary or involuntary.

Notwithstanding anything herein to the contrary, in no event shall
the Patent Collateral include, and Grantor shall be deemed not to have
granted a security interest in, any of Grantor's rights or interests in any
license, contract or agreement to which Grantor is a party or any of its
rights or interests thereunder to the extent, but only to the extent, that
such a grant would, under the terms of such license, contract or agreement or
otherwise, result in a breach of the terms of, or constitute a default under
any license, contract or agreement to which Grantor is a party; PROVIDED,
that immediately upon the ineffectiveness, lapse or termination of any such
provision, the Patent Collateral shall include, and Grantor shall be deemed
to have granted a security interest in, all such rights and interests as if
such provision had never been in effect.

Grantor does hereby further acknowledge and affirm that the rights
and remedies of Secured Party with respect to the security interest in the
Patent Collateral granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.

[The remainder of this page intentionally left blank.]

FII-2

IN WITNESS WHEREOF, Grantor has caused this Grant of Patent Security
Interest to be duly executed and delivered by its officer thereunto duly
authorized as of the ____ day of ____________, ____.

[NAME OF GRANTOR]

By:
--------------------------------------------

Name:
------------------------------------------

Title:
-----------------------------------------

FII-3

SCHEDULE A
TO
GRANT OF PATENT SECURITY INTEREST

PATENTS ISSUED:

Patent No. Issue Date Invention Inventor
---------- ---------- --------- --------

PATENTS PENDING:

Applicant's Date Application
Name Filed Number Invention Inventor
---- ----- ------ --------- --------

FII-4

EXHIBIT III TO
SECURITY AGREEMENT

[FORM OF GRANT OF COPYRIGHT SECURITY INTEREST]

GRANT OF COPYRIGHT SECURITY INTEREST

WHEREAS, [NAME OF GRANTOR], a ___________ corporation ("GRANTOR"),
owns and uses in its business, and will in the future adopt and so use,
various intangible assets, including the Copyright Collateral (as defined
below); and

WHEREAS, XXXXXXX COMMUNICATIONS LLC, a Delaware limited liability
company ("COMPANY") and XXXXXXX CORPORATION, a Minnesota corporation, as
guarantor ("HOLDCO"), have entered into a Credit Agreement dated as of
November 23, 1999 (said Credit Agreement, as it may heretofore have been and
as it may hereafter be amended, supplemented or otherwise modified from time
to time, being the "CREDIT AGREEMENT") with the financial institutions named
therein (collectively, together with their respective successors and assigns
party to the Credit Agreement from time to time, the "LENDERS"), DLJ Capital
Funding, Inc., as Syndication Agent for the Lenders, Xxxxx Fargo Bank, N.A.,
as Documentation Agent for the Lenders, and U. S. BANK NATIONAL ASSOCIATION,
as Administrative Agent for the Lenders (in such capacity, "SECURED PARTY"),
pursuant to which Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company; and

WHEREAS, Company may from time to time enter, or may from time to
time have entered, into one or more Rate Protection Agreements (collectively,
the "LENDER INTEREST RATE AGREEMENTS") with one or more Lenders or their
affiliates (in such capacity, collectively, "LENDER COUNTERPARTIES"); and

[Insert if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed
and delivered that certain Subsidiary Guaranty dated as of November 23, 1999
(said Subsidiary Guaranty, as it may hereafter be amended, supplemented or
otherwise modified from time to time, being the "GUARANTY") in favor of
Secured Party for the benefit of Lenders and any Lender Counterparties,
pursuant to which Grantor has guarantied the prompt payment and performance
when due of all obligations of Company under the Credit Agreement and the
other Loan Documents and all obligations of Company under the Lender Interest
Rate Agreements, including without limitation the obligation of Company to
make payments thereunder in the event of early termination thereof; and]

WHEREAS, pursuant to the terms of a Security Agreement dated as of
November 23, 1999 (as amended, supplemented or otherwise modified from time
to time, the "SECURITY AGREEMENT"), among Grantor, Secured Party and the
other grantors named therein, Grantor has agreed to create in favor of
Secured Party a secured and protected interest in, and Secured Party has
agreed to become a secured creditor with respect to, the Copyright
Collateral;

NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, subject to the terms and
conditions of the Security

FIII-1

(i) all rights, title and interest (including rights acquired pursuant
to a license or otherwise but only to the extent permitted by agreements
governing such license or other use) under copyright in various published
and unpublished works of authorship including, without limitation, computer
programs, computer data bases, other computer software layouts, trade
dress, drawings, designs, writings, and formulas (including, without
limitation, the works listed on SCHEDULE A) (collectively, the
"COPYRIGHTS"), all copyright registrations issued to Grantor and
applications for copyright registration that have been or may hereafter be
issued or applied for thereon in the United States and any state thereof
(including, without limitation, the registrations listed on SCHEDULE A)
(collectively, the "COPYRIGHT REGISTRATIONS"), all common law and other
rights in and to the Copyrights in the United States and any state thereof,
including all copyright licenses (but with respect to such copyright
licenses, only to the extent permitted by such licensing arrangements) (the
"COPYRIGHT RIGHTS"), including, without limitation, each of the Copyrights,
rights, titles and interests in and to the Copyrights and works protectable
by copyright, which are presently, or in the future may be, owned, created
(as a work for hire for the benefit of Grantor), authored (as a work for
hire for the benefit of Grantor), or acquired by Grantor, in whole or in
part, and all Copyright Rights with respect thereto and all Copyright
Registrations therefor, heretofore or hereafter granted or applied for, and
all renewals and extensions thereof, in the United States, including all
proceeds thereof (such as, by way of example and not by limitation, license
royalties and proceeds of infringement suits), the right (but not the
obligation) to renew and extend such Copyright Registrations and Copyright
Rights and to register works protectable by copyright and the right (but
not the obligation) to xxx in the name of such Grantor or in the name of
Secured Party or Lenders for past, present and future infringements of the
Copyrights and Copyright Rights; and

(ii) all proceeds, products, rents and profits of or from any and all
of the foregoing Copyright Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not Secured Party is the
loss payee thereof), or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of the
foregoing Copyright Collateral. For purposes of this Grant of Copyright
Security Interest, the term "PROCEEDS" includes whatever is receivable or
received when Copyright Collateral or proceeds are sold, exchanged,
collected or otherwise disposed of, whether such disposition is voluntary
or involuntary.

Notwithstanding anything herein to the contrary, in no event shall
the Copyright Collateral include, and Grantor shall be not deemed to have
granted a security interest in, any of Grantor's rights or interests in any
license, contract or agreement to which Grantor is a party or any of its
rights or interests thereunder to the extent, but only to the extent, that
such a grant would, under the terms of such license, contract or agreement or
otherwise, result in a breach of the terms of, or constitute a default under
any license, contract or agreement to which Grantor is a party; PROVIDED,
that immediately upon the ineffectiveness, lapse or termination of any such

FIII-2

provision, the Copyright Collateral shall include, and Grantor shall be
deemed to have granted a security interest in, all such rights and interests
as if such provision had never been in effect.

Grantor does hereby further acknowledge and affirm that the rights
and remedies of Secured Party with respect to the security interest in the
Copyright Collateral granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.

[The remainder of this page intentionally left blank.]

FIII-3

IN WITNESS WHEREOF, Grantor has caused this Grant of Copyright Security
Interest to be duly executed and delivered by its officer thereunto duly
authorized as of the _____ day of ___________, ____.

[NAME OF GRANTOR]

By:
--------------------------------------------

Name:
----------------------------------------

Title:
---------------------------------------

FIII-4

SCHEDULE A
TO
GRANT OF COPYRIGHT SECURITY INTEREST

U.S. COPYRIGHTS:

Title Registration No. Date of Issue Registered Owner
----- ---------------- ------------- ----------------

PENDING U.S. COPYRIGHT REGISTRATIONS & APPLICATIONS:

Title Reference No. Date of Application Copyright Claimant
----- ------------- ------------------- ------------------

FIII-5

EXHIBIT IV TO
SECURITY AGREEMENT

SECURITY AGREEMENT SUPPLEMENT

This SECURITY AGREEMENT SUPPLEMENT, dated _______, is delivered
pursuant to the Security Agreement, dated as of November 23, 1999 (as it may
be from time to time amended, modified or supplemented, the "SECURITY
AGREEMENT"), among Xxxxxxx Communications LLC, Xxxxxxx Corporation, the other
Grantors named therein, and U. S. BANK NATIONAL ASSOCIATION, as Secured
Party. Capitalized terms used herein not otherwise defined herein shall have
the meanings ascribed thereto in the Security Agreement.

Subject to the terms and conditions of the Security Agreement,
Grantor hereby grants to Secured Party a security interest in all of
Grantor's right, title and interest in and to the Intellectual Property
Collateral listed on SUPPLEMENTAL SCHEDULE [1(a)] [1(b)] [1(c)] attached
hereto, in each case whether now or hereafter existing or in which Grantor
now has or hereafter acquires an interest and wherever the same may be
located. All such Intellectual Property Collateral shall be deemed to be
part of the Collateral and hereafter subject to each of the terms and
conditions of the Security Agreement.

IN WITNESS WHEREOF, Grantor has caused this Supplement to be duly
executed and delivered by its duly authorized officer as of ______________.

[GRANTOR]

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

FIV-1

EXHIBIT V TO
SECURITY AGREEMENT

[FORM OF ACKNOWLEDGEMENT]

This ACKNOWLEDGEMENT, dated _______, is delivered pursuant to
SECTION 23 of the Security Agreement referred to below. The undersigned
hereby agrees that this Acknowledgement may be attached to the Security
Agreement, dated as of November 23, 1999 (as it may be from time to time
amended, modified or supplemented, the "SECURITY AGREEMENT"; capitalized
terms used herein not otherwise defined herein shall have the meanings
ascribed therein), among Xxxxxxx Communications LLC, Xxxxxxx Corporation, the
other Grantors named therein, and U. S. BANK NATIONAL ASSOCIATION, as Secured
Party, that the undersigned by executing and delivering this Acknowledgement
hereby becomes a Grantor under the Security Agreement in accordance with
SECTION 23 thereof and agrees to be bound by all of the terms thereof, and
that the Patents, Trademarks, Trademark Registrations, Copyrights and
Copyright Registrations described on this Acknowledgement shall be deemed to
be part of, and shall become part of, the Collateral and shall secure all
Secured Obligations.

[NAME OF ADDITIONAL GRANTOR]

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

U.S. TRADEMARKS:

Registered Trademark Registration Registration
Owner Description Number Date
----- ----------- ------ ----

U.S. PATENTS ISSUED:

Patent No. Issue Date Invention Inventor
---------- ---------- --------- ---------

FV-1

U.S. PATENTS PENDING:

Applicant's Date Application
Name Filed Number Invention Inventor
---- ----- ------ --------- --------

FV-2

U.S. COPYRIGHTS:

PENDING U.S. COPYRIGHTS:

Copyright Reference No. Date of Application Copyright Claimant
--------- ------------- ------------------- --------- --------

FV-3

EXHIBIT G-1

FORM OF COMPANY PLEDGE AGREEMENT

This COMPANY PLEDGE AGREEMENT (this "AGREEMENT") is dated as of
November 23, 1999 and entered into by and between XXXXXXX COMMUNICATIONS LLC,
a Delaware limited liability company ("PLEDGOR"), and U.S. BANK NATIONAL
ASSOCIATION, as Administrative Agent for and representative of (in such
capacity herein called "SECURED PARTY") the financial institutions
("LENDERS") party to the Credit Agreement referred to below and any Interest
Rate Exchangers (as hereinafter defined).

PRELIMINARY STATEMENTS

A. Pledgor is the legal and beneficial owner of (i) the shares of
stock (the "PLEDGED SHARES") described in Part A of SCHEDULE I annexed hereto
and issued by the corporations named therein and (ii) the indebtedness (the
"PLEDGED DEBT") described in Part B of said SCHEDULE I and issued by the
obligors named therein.

B. Secured Party, Lenders and certain other parties have entered
into a Credit Agreement dated as of November 23, 1999 (said Credit Agreement,
as it may hereafter be amended, supplemented or otherwise modified from time
to time, being the "CREDIT AGREEMENT", the terms defined therein and not
otherwise defined herein being used herein as therein defined) with Pledgor
pursuant to which Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Pledgor.

C. Pledgor may from time to time enter into one or more Rate
Protection Agreements (collectively, the "LENDER INTEREST RATE AGREEMENTS")
with one or more Lenders or their affiliates (in such capacity, collectively,
"INTEREST RATE EXCHANGERS") permitted under the terms of the Credit
Agreement, and it is desired that the obligations of Pledgor under the Lender
Interest Rate Agreements, including the obligation of Pledgor to make
payments thereunder in the event of early termination thereof, together with
all obligations of Pledgor under the Credit Agreement and the other Loan
Documents, be secured hereunder.

D. It is a condition precedent to the extensions of credit by
Lenders under the Credit Agreement that Pledgor shall have granted the
security interests and undertaken the obligations contemplated by this
Agreement.

NOW, THEREFORE, in consideration of the premises and in order to
induce Lenders to make Loans and other extensions of credit under the Credit
Agreement and to induce Interest Rate Exchangers to enter into the Lender
Interest Rate Agreements, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Pledgor hereby agrees
with Secured Party as follows:

G1-1

SECTION 1. PLEDGE OF SECURITY. Pledgor hereby pledges and assigns
to Secured Party, and hereby grants to Secured Party a security interest in,
all of Pledgor's right, title and interest in and to the following (the
"PLEDGED COLLATERAL"):

(a) the Pledged Shares and the certificates representing the
Pledged Shares and any interest of Pledgor in the entries on the books of any
securities intermediary pertaining to the Pledged Shares, and all dividends,
cash, warrants, rights, instruments and other property or proceeds from time
to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Pledged Shares;

(b) the Pledged Debt and the instruments evidencing the Pledged
Debt, and all interest, cash, instruments and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Pledged Debt;

(c) all additional shares of, and all securities convertible into
and warrants, options and other rights to purchase or otherwise acquire,
stock of any issuer of the Pledged Shares from time to time acquired by
Pledgor in any manner (which shares shall be deemed to be part of the Pledged
Shares), the certificates or other instruments representing such additional
shares, securities, warrants, options or other rights and any interest of
Pledgor in the entries on the books of any securities intermediary pertaining
to such additional shares, and all dividends, cash, warrants, rights,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all of such additional shares, securities, warrants, options or other rights;
PROVIDED HOWEVER that the Pledged Collateral shall not include any such
additional shares of stock of any Restricted Subsidiary that is a Non-U.S.
Subsidiary if such additional shares would cause the number of shares of such
Non-U.S. Subsidiary pledged hereunder to exceed 65% of the issued and
outstanding shares of such Non-U.S. Subsidiary, unless there is a change in
United States federal and any similar state income tax laws such that a
pledge in excess of 65% would not result in a deemed dividend or other
adverse income tax consequences to Pledgor;

(d) all additional indebtedness from time to time owed to Pledgor
by any obligor on the Pledged Debt and the instruments evidencing such
indebtedness, and all interest, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such indebtedness;

(e) all shares of, and all securities convertible into and
warrants, options and other rights to purchase or otherwise acquire, stock of
any Person that, after the date of this Agreement, becomes, as a result of
any occurrence, a direct Restricted Subsidiary of Pledgor (which shares shall
be deemed to be part of the Pledged Shares), the certificates or other
instruments representing such shares, securities, warrants, options or other
rights and any interest of Pledgor in the entries on the books of any
securities intermediary pertaining to such shares, and all dividends, cash,
warrants, rights, instruments and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares, securities, warrants, options or
other rights;

(f) all indebtedness that is evidenced by an instrument or
certificate and is from time to time owed to Pledgor by any Person that,
after the date of this Agreement, becomes,

G1-2

as a result of any occurrence, a direct or indirect Restricted Subsidiary of
Pledgor, and all interest, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such indebtedness; and

(g) to the extent not covered by clauses (a) through (f) above,
all proceeds of any or all of the foregoing Pledged Collateral. For purposes
of this Agreement, the term "PROCEEDS" includes whatever is receivable or
received when Pledged Collateral or proceeds are sold, exchanged, collected
or otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes proceeds of any indemnity or guaranty payable to
Pledgor or Secured Party from time to time with respect to any of the Pledged
Collateral.

SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures, and
the Pledged Collateral is collateral security for, the prompt payment or
performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including the
payment of amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section
362(a)), of all obligations and liabilities of every nature of Pledgor now or
hereafter existing under or arising out of or in connection with the Credit
Agreement and the other Loan Documents and the Lender Interest Rate
Agreements and all extensions or renewals thereof, whether for principal,
interest (including interest that, but for the filing of a petition in
bankruptcy with respect to Pledgor, would accrue on such obligations),
reimbursement of amounts drawn under Letters of Credit, payments for early
termination of Lender Interest Rate Agreements, fees, expenses, indemnities
or otherwise, whether voluntary or involuntary, direct or indirect, absolute
or contingent, liquidated or unliquidated, whether or not jointly owed with
others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such
obligations or liabilities that are paid, to the extent all or any part of
such payment is avoided or recovered directly or indirectly from Secured
Party or any Lender or Interest Rate Exchanger as a preference, fraudulent
transfer or otherwise, and all obligations of every nature of Pledgor now or
hereafter existing under this Agreement (all such obligations of Pledgor
being the "SECURED OBLIGATIONS").

SECTION 3. DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be
delivered to and held by or on behalf of Secured Party pursuant hereto and
shall be in suitable form for transfer by delivery or, as applicable, shall
be accompanied by Pledgor's endorsement, where necessary, or duly executed
instruments of transfer or assignment in blank, all in form and substance
reasonably satisfactory to Secured Party. Upon the occurrence and during the
continuance of an Event of Default Secured Party shall have the right,
without notice to Pledgor, to transfer to or to register in the name of
Secured Party or any of its nominees any or all of the Pledged Collateral,
subject only to the revocable rights specified in SECTION 7(a).

SECTION 4. REPRESENTATIONS AND WARRANTIES. Pledgor represents and
warrants as follows:

(a) DUE AUTHORIZATION, ETC. OF PLEDGED COLLATERAL. All of the
Pledged Shares have been duly authorized and validly issued and are fully
paid and non-assessable. All of the

G1-3

Pledged Debt has been duly authorized, authenticated or issued, and delivered
and is the legal, valid and binding obligation of the issuers thereof and is
not in default.

(b) DESCRIPTION OF PLEDGED COLLATERAL. The Pledged Shares
constitute the percentage of the issued and outstanding shares of stock of
the respective issuers thereof as is set forth in Part A of SCHEDULE I
annexed hereto, as supplemented from time to time pursuant to Section 6(b) or
as amended to reflect designation of a Restricted Subsidiary as an
Unrestricted Subsidiary pursuant to Section 5(a), and all of such stock owned
by Pledgor except any issuer that is a Non-U.S. Subsidiary, in which case the
Pledged Shares do not constitute more than 65% of the issued and outstanding
shares of such issuer, unless there is a change in United States federal and
any similar state income tax laws such that a pledge in excess of 65% would
not result in a deemed dividend or other adverse income tax consequences to
Pledgor, in which case the Pledged Shares shall constitute all of such shares
owned by Pledgor, and there are no outstanding warrants, options or other
rights to purchase, or other agreements outstanding with respect to, or
property that is now or hereafter convertible into, or that requires the
issuance or sale of, any Pledged Shares. The Pledged Debt constitutes all of
the issued and outstanding intercompany indebtedness evidenced by a
promissory note of the respective issuers thereof owing to Pledgor.

(c) OWNERSHIP OF PLEDGED COLLATERAL. Pledgor is the legal, record
and beneficial owner of the Pledged Collateral free and clear of any Lien
except for Liens permitted under Section 7.2.3 of the Credit Agreement
("PERMITTED LIENS").

SECTION 5. TRANSFERS AND OTHER LIENS; ADDITIONAL PLEDGED
COLLATERAL; ETC. Pledgor shall:

(a) not, except as expressly permitted by the Credit Agreement,
(i) sell, assign (by operation of law or otherwise) or otherwise dispose of,
or grant any option with respect to, any of the Pledged Collateral, (ii)
create or suffer to exist any Lien upon or with respect to any of the Pledged
Collateral, except for Permitted Liens, or (iii) permit any issuer of Pledged
Shares to merge or consolidate unless all the outstanding capital stock of
the surviving or resulting corporation is, upon such merger or consolidation,
pledged hereunder and no cash, securities or other property is distributed in
respect of the outstanding shares of any other constituent corporation;
PROVIDED that in the event a Restricted Subsidiary becomes an Unrestricted
Subsidiary, Secured Party shall release the Pledged Shares of such
Unrestricted Subsidiary to Pledgor free and clear of the lien and security
interest under this Agreement; and provided that in the event Pledgor makes a
disposition of assets permitted by the Credit Agreement (an "ASSET SALE") and
the assets subject to such Asset Sale are Pledged Shares, Secured Party shall
release the Pledged Shares that are the subject of such Asset Sale to Pledgor
free and clear of the lien and security interest under this Agreement
concurrently with the consummation of such Asset Sale;

G1-4

income tax laws such that a pledge in excess of 65% would not result in a
deemed dividend or other adverse income tax consequences to Pledgor, and (ii)
pledge hereunder, within the period set forth in Section 6(b) hereof after
its acquisition (directly or indirectly) thereof, any and all shares of stock
of any Person that, after the date of this Agreement, becomes, as a result of
any occurrence, a direct Restricted Subsidiary of Pledgor; and

(c) (i) pledge hereunder, within the period set forth in Section
6(b) hereof after their issuance, any and all instruments or other evidences
of additional indebtedness from time to time owed to Pledgor by any obligor
on the Pledged Debt, and (ii) pledge hereunder, within the period set forth
in Section 6(b) hereof after their issuance, any and all instruments or other
evidences of indebtedness from time to time owed to Pledgor by any Person
that after the date of this Agreement becomes, as a result of any occurrence,
a direct or indirect Restricted Subsidiary of Pledgor.

SECTION 6. FURTHER ASSURANCES; PLEDGE AMENDMENTS.

(a) Pledgor agrees that from time to time, at the expense of
Pledgor, Pledgor will promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or
desirable, or that Secured Party may reasonably request, in order to perfect
and protect any security interest granted or purported to be granted hereby
or to enable Secured Party to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral. Without limiting the
generality of the foregoing, Pledgor will: (i) execute and file such
financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as Secured Party
may reasonably request, in order to perfect and preserve the security
interests granted or purported to be granted hereby and (ii) at Secured
Party's request, appear in and defend any action or proceeding that may
affect Pledgor's title to or Secured Party's security interest in all or any
part of the Pledged Collateral.

(b) Pledgor further agrees that it will, upon obtaining any
additional shares of stock or other securities required to be pledged
hereunder as provided in SECTION 5(b) or (c), promptly (and in any event
within ten Business Days) deliver to Secured Party a Pledge Amendment, duly
executed by Pledgor, in substantially the form of SCHEDULE II annexed hereto
(a "PLEDGE AMENDMENT"), in respect of the additional Pledged Shares or
Pledged Debt to be pledged pursuant to this Agreement. Pledgor hereby
authorizes Secured Party to attach each Pledge Amendment to this Agreement
and agrees that all Pledged Shares or Pledged Debt listed on any Pledge
Amendment delivered to Secured Party shall for all purposes hereunder be
considered Pledged Collateral; PROVIDED that the failure of Pledgor to
execute a Pledge Amendment with respect to any additional Pledged Shares or
Pledged Debt pledged pursuant to this Agreement shall not impair the security
interest of Secured Party therein or otherwise adversely affect the rights
and remedies of Secured Party hereunder with respect thereto.

G1-5

SECTION 7. VOTING RIGHTS; DIVIDENDS; ETC.

(a) So long as no Event of Default shall have occurred and be
continuing:

(i) Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Pledged Collateral or any
part thereof for any purpose not inconsistent with the terms of this
Agreement or the Credit Agreement;

(ii) Pledgor shall be entitled to receive and retain, and to utilize
free and clear of the lien of this Agreement, any and all dividends
and interest paid in respect of the Pledged Collateral; and

(iii) Secured Party shall promptly execute and deliver (or cause
to be executed and delivered) to Pledgor all such proxies, dividend
payment orders and other instruments as Pledgor may from time to time
reasonably request for the purpose of enabling Pledgor to exercise the
voting and other consensual rights which it is entitled to exercise
pursuant to paragraph (i) above and to receive the dividends,
principal or interest payments which it is authorized to receive and
retain pursuant to paragraph (ii) above.

(b) Upon the occurrence and during the continuation of an Event of
Default:

(i) upon written notice from Secured Party to Pledgor, all rights of
Pledgor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant to SECTION 7(a)(i)
shall cease, and all such rights shall thereupon become vested in
Secured Party who shall thereupon have the sole right to exercise such
voting and other consensual rights;

(ii) all rights of Pledgor to receive the dividends and interest
payments which it would otherwise be authorized to receive and retain
pursuant to SECTION 7(a)(ii) shall cease, and all such rights shall
thereupon become vested in Secured Party who shall thereupon have the
sole right to receive and hold as Pledged Collateral such dividends
and interest payments; and

(iii) all dividends, principal and interest payments which are
received by Pledgor contrary to the provisions of paragraph (ii) of
this SECTION 7(b) shall be received in trust for the benefit of
Secured Party, shall be segregated from other funds of Pledgor and
shall forthwith be paid over to Secured Party as Pledged Collateral in
the same form as so received (with any necessary indorsements).

G1-6

Pledged Shares and to exercise all other rights, powers, privileges and
remedies to which a holder of the Pledged Shares would be entitled (including
giving or withholding written consents of shareholders, calling special
meetings of shareholders and voting at such meetings), which proxy shall be
effective, automatically and without the necessity of any action (including
any transfer of any Pledged Shares on the record books of the issuer thereof)
by any other Person (including the issuer of the Pledged Shares or any
officer or agent thereof), upon the occurrence and during the continuance of
an Event of Default and which proxy shall only terminate upon the payment in
full of the Secured Obligations.

SECTION 8. SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Pledgor hereby
irrevocably appoints Secured Party as Pledgor's attorney-in-fact, with full
authority in the place and stead of Pledgor and in the name of Pledgor,
Secured Party or otherwise, from time to time in Secured Party's discretion
to take any action and to execute any instrument that Secured Party may deem
necessary or advisable to accomplish the purposes of this Agreement,
including:

(a) to file one or more financing or continuation statements, or
amendments thereto, relative to all or any part of the Pledged Collateral
without the signature of Pledgor;

(b) upon the occurrence and during the continuance of an Event of
Default, to ask, demand, collect, xxx for, recover, compound, receive and
give acquittance and receipts for moneys due and to become due under or in
respect of any of the Pledged Collateral;

(c) upon the occurrence and during the continuance of an Event of
Default, to receive, endorse and collect any instruments made payable to
Pledgor representing any dividend, principal or interest payment or other
distribution in respect of the Pledged Collateral or any part thereof and to
give full discharge for the same; and

(d) upon the occurrence and during the continuance of an Event of
Default, to file any claims or take any action or institute any proceedings
that Secured Party may deem necessary or desirable for the collection of any
of the Pledged Collateral or otherwise to enforce the rights of Secured Party
with respect to any of the Pledged Collateral.

SECTION 9. SECURED PARTY MAY PERFORM. If Pledgor fails to perform any
agreement contained herein, Secured Party may itself perform, or cause
performance of, such agreement, and the expenses of Secured Party incurred in
connection therewith shall be payable by Pledgor under SECTION 14(b).

G1-7

parties with respect to any Pledged Collateral, (c) taking any necessary
steps to collect or realize upon the Secured Obligations or any guarantee
therefor, or any part thereof, or any of the Pledged Collateral, or (d)
initiating any action to protect the Pledged Collateral against the
possibility of a decline in market value. Secured Party shall be deemed to
have exercised reasonable care in the custody and preservation of Pledged
Collateral in its possession if such Pledged Collateral is accorded treatment
substantially equal to that which Secured Party accords its own property
consisting of negotiable securities.

SECTION 11. REMEDIES.

(a) If any Event of Default shall have occurred and be
continuing, Secured Party may exercise in respect of the Pledged Collateral,
in addition to all other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default
under the Uniform Commercial Code as in effect in any relevant jurisdiction
(the "CODE") (whether or not the Code applies to the affected Pledged
Collateral), and Secured Party may also in its sole discretion, without
notice except as specified below, sell the Pledged Collateral or any part
thereof in one or more parcels at public or private sale, at any exchange or
broker's board or at any of Secured Party's offices or elsewhere, for cash,
on credit or for future delivery, at such time or times and at such price or
prices and upon such other terms as are commercially reasonable. Secured
Party or any Lender or Interest Rate Exchanger may be the purchaser of any or
all of the Pledged Collateral of any Pledgor at any such sale and Secured
Party, as agent for and representative of Lenders and Interest Rate
Exchangers (but not any Lender or Lenders or Interest Rate Exchanger or
Interest Rate Exchangers in its or their respective individual capacities
unless Required Lenders shall otherwise agree in writing), shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Pledged Collateral sold at any such
public sale, to use and apply any of the Secured Obligations as a credit on
account of the purchase price for any Pledged Collateral payable by Secured
Party at such sale. Each purchaser at any such sale shall hold the property
sold absolutely free from any claim or right on the part of Pledgor, and
Pledgor hereby waives (to the extent permitted by applicable law) all rights
of redemption, stay and/or appraisal which it now has or may at any time in
the future have under any rule of law or statute now existing or hereafter
enacted. Pledgor agrees that, to the extent notice of sale shall be required
by law, at least ten days' prior written notice to Pledgor of the time and
place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification. Secured Party shall not be
obligated to make any sale of Pledged Collateral regardless of notice of sale
having been given. Secured Party may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it
was so adjourned. Pledgor hereby waives, to the fullest extent permitted
under applicable law, any claims against Secured Party arising by reason of
the fact that the price at which any Pledged Collateral may have been sold at
such a private sale was less than the price which might have been obtained at
a public sale, even if Secured Party accepts the first offer received and
does not offer such Pledged Collateral to more than one offeree. If the
proceeds of any sale or other disposition of the Pledged Collateral of any
Pledgor are insufficient to pay all the Secured Obligations, Pledgor shall be
liable for the deficiency, including the fees of any attorneys employed by
Secured Party to collect such deficiency.

G1-8

(b) Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended from time to time (the
"SECURITIES ACT"), and applicable state securities laws, Secured Party may be
compelled, with respect to any sale of all or any part of the Pledged
Collateral conducted without prior registration or qualification of such
Pledged Collateral under the Securities Act and/or such state securities
laws, to limit purchasers to those who will agree, among other things, to
acquire the Pledged Collateral for their own account, for investment and not
with a view to the distribution or resale thereof. Pledgor acknowledges that
any such private sales may be at prices and on terms less favorable than
those obtainable through a public sale without such restrictions (including a
public offering made pursuant to a registration statement under the
Securities Act) and, notwithstanding such circumstances and the registration
rights granted to Secured Party by Pledgor pursuant to SECTION 12, Pledgor
agrees that any such private sale shall not be considered not to have been
made in a commercially reasonable manner solely by reason that Secured Party
shall not have effected a public sale and that Secured Party shall have no
obligation to engage in public sales and no obligation to delay the sale of
any Pledged Collateral for the period of time necessary to permit the issuer
thereof to register it for a form of public sale requiring registration under
the Securities Act or under applicable state securities laws, even if such
issuer would, or should, agree to so register it.

(c) If Secured Party determines to exercise its right to sell any
or all of the Pledged Collateral, upon written request, Pledgor shall and
shall cause each issuer of any Pledged Shares to be sold hereunder from time
to time to furnish to Secured Party all such information as Secured Party may
request in order to determine the number of shares and other instruments
included in the Pledged Collateral which may be sold by Secured Party in
exempt transactions under the Securities Act and the rules and regulations of
the Securities and Exchange Commission thereunder, as the same are from time
to time in effect.

SECTION 12. REGISTRATION RIGHTS. If Secured Party shall determine
to exercise its right to sell all or any of the Pledged Collateral pursuant
to SECTION 11, Pledgor agrees that, upon request of Secured Party (which
request may be made by Secured Party in its sole discretion), Pledgor will,
at its own expense:

(a) execute and deliver, and cause each issuer of the Pledged
Collateral contemplated to be sold and the directors and officers thereof to
execute and deliver, all such instruments and documents, and do or cause to
be done all such other acts and things, as may be necessary or, in the
opinion of Secured Party, advisable to register such Pledged Collateral under
the provisions of the Securities Act and to cause the registration statement
relating thereto to become effective and to remain effective for such period
as prospectuses are required by law to be furnished, and to make all
amendments and supplements thereto and to the related prospectus which, in
the opinion of Secured Party, are necessary or advisable, all in conformity
with the requirements of the Securities Act and the rules and regulations of
the Securities and Exchange Commission applicable thereto;

(b) use its best efforts to qualify the Pledged Collateral under
all applicable state securities or "BLUE SKY" laws and to obtain all
necessary governmental approvals for the sale of the Pledged Collateral, as
requested by Secured Party;

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(c) cause each such issuer to make available to its security
holders, as soon as practicable, an earnings statement which will satisfy the
provisions of Section 11(a) of the Securities Act;

(d) do or cause to be done all such other acts and things as may
be necessary to make such sale of the Pledged Collateral or any part thereof
valid and binding and in compliance with applicable law; and

(e) bear all costs and expenses, including reasonable attorneys'
fees, of carrying out its obligations under this SECTION 12.

Pledgor further agrees that a breach of any of the covenants
contained in this SECTION 12 will cause irreparable injury to Secured Party,
that Secured Party has no adequate remedy at law in respect of such breach
and, as a consequence, that, to the fullest extent permitted under applicable
law, each and every covenant contained in this SECTION 12 shall be
specifically enforceable against Pledgor, and Pledgor hereby, to the fullest
extent permitted under applicable law, waives and agrees not to assert any
defenses against an action for specific performance of such covenants except
for a defense that no default has occurred giving rise to the Secured
Obligations becoming due and payable prior to their stated maturities.
Nothing in this SECTION 12 shall in any way alter the rights of Secured Party
under SECTION 11.

SECTION 13. APPLICATION OF PROCEEDS. Except as expressly provided
elsewhere in this Agreement, all proceeds received by Secured Party in
respect of any sale of, collection from, or other realization upon all or any
part of the Pledged Collateral may, in the discretion of Secured Party, be
held by Secured Party as Pledged Collateral for, and/or then, or at any time
thereafter, applied in full or in part by Secured Party against, the Secured
Obligations in the following order of priority:

FIRST: To the payment of all costs and expenses of such sale,
collection or other realization, including reasonable compensation to
Secured Party or any Lender or Interest Rate Exchanger and its agents
and counsel, and all other expenses, liabilities and advances made or
incurred by Secured Party or any Lender or Interest Rate Exchanger in
connection therewith, and all amounts for which Secured Party or any
Lender or Interest Rate Exchanger is entitled to indemnification
hereunder and all advances made by Secured Party or any Lender or
Interest Rate Exchanger hereunder for the account of Pledgor, and to
the payment of all costs and expenses paid or incurred by Secured
Party or any Lender or Interest Rate Exchanger in connection with the
exercise of any right or remedy hereunder, all in accordance with
Section 14;

SECOND: To the payment of all other Secured Obligations for the
ratable benefit of the holders thereof; and

THIRD: To the payment to or upon the order of Pledgor, or to
whosoever may be lawfully entitled to receive the same or as a court
of competent jurisdiction may direct, of any surplus then remaining
from such proceeds.

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SECTION 14. INDEMNITY AND EXPENSES. Without limiting the
generality of subsections 11.3 and 11.4 of the Credit Agreement, in the event
of any public sale described in SECTION 12, Pledgor agrees to indemnify and
hold harmless Secured Party, and each Lender and each of their respective
directors, officers, employees and agents from and against any loss, fee,
cost, expense, damage, liability or claim, joint or several, to which any
such Persons may become subject or for which any of them may be liable (other
than any losses, fees, costs, expenses, damages, liabilities or claims
resulting from the gross negligence or willful misconduct of Secured Party or
any Lender) or the inclusion in any preliminary prospectus, registration
statement, prospectus or other document published or filed in connection with
such public sale, or any amendments or supplements thereto, of any
information that relates to Secured Party or such Lender and was supplied by
Secured Party or such Lender for use therein, under the Securities Act or
otherwise, insofar as such losses, fees, costs, expenses, damages,
liabilities or claims (or any litigation commenced or threatened in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus,
registration statement, prospectus or other such document published or filed
in connection with such public sale, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse Secured Party and
such other Persons for any legal or other expenses reasonably incurred by
Secured Party and such other Persons in connection with any litigation, of
any nature whatsoever, commenced or threatened in respect thereof (including
any and all fees, costs and expenses whatsoever reasonably incurred by
Secured Party and such other Persons and counsel for Secured Party and such
other Persons in investigating, preparing for, defending against or providing
evidence, producing documents or taking any other action in respect of, ay
such commenced or threatened litigation or any claims asserted). This
indemnity shall be in addition to any liability which Pledgor may otherwise
have and shall extend upon the same terms and conditions to each Person, if
any, that controls Secured Party or such Persons within the meaning of the
Securities Act.

SECTION 15. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This
Agreement shall create a continuing security interest in the Pledged
Collateral and shall, except as otherwise expressly set forth herein, (a)
remain in full force and effect until the payment in full of all Secured
Obligations (other than any contingent indemnity or expense reimbursement
claims that have yet to be claimed), the cancellation or termination of the
Commitments and the cancellation, expiration or cash collateralization of all
outstanding Letters of Credit, (b) be binding upon Pledgor, its successors
and assigns, and (c) inure, together with the rights and remedies of Secured
Party hereunder, to the benefit of Secured Party and its successors,
transferees and assigns. Without limiting the generality of the foregoing
clause (c), but subject to the provisions of subsections 11.10 and 11.11 of
the Credit Agreement, any Lender may assign or otherwise transfer any Loans
held by it to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to Lenders herein or
otherwise. Upon the payment in full of all Secured Obligations (other than
any contingent indemnity or expense reimbursement claims which at the time of
such payment have yet to be claimed), the cancellation or termination of the
Commitments and the cancellation, expiration or cash collateralization of all
outstanding Letters of Credit, the security interest granted hereby shall
terminate and all rights to the Pledged Collateral shall revert to Pledgor.
Upon any such termination Secured Party will, at Pledgor's expense, execute
and deliver to such Pledgor such

G1-11

documents as Pledgor shall reasonably request to evidence such termination
and Pledgor shall be entitled to the return, upon its request and at its
expense, against receipt and without recourse to Secured Party, of Pledged
Collateral as shall not have been sold in accordance with this Agreement or
otherwise applied pursuant to the terms hereof.

SECTION 16. SECURED PARTY AS ADMINISTRATIVE AGENT.

(a) Secured Party has been appointed to act as Secured Party
hereunder by Lenders and, by their acceptance of the benefits hereof,
Interest Rate Exchangers. Secured Party shall be obligated, and shall have
the right hereunder, to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or refrain from taking any action
(including the release or substitution of Pledged Collateral), solely in
accordance with this Agreement and the Credit Agreement; PROVIDED that
Secured Party shall exercise, or refrain from exercising, any remedies
provided for in SECTION 11 in accordance with the instructions of (i)
Required Lenders or (ii) after payment in full of all Obligations under the
Credit Agreement and the other Loan Documents, the holders of a majority of
the aggregate notional amount under all Lender Interest Rate Agreements
(Required Lenders or, if applicable, such holders being referred to herein as
"REQUISITE OBLIGEES"). In furtherance of the foregoing provisions of this
SECTION 16(a), each Interest Rate Exchanger, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize
upon any of the Pledged Collateral hereunder, it being understood and agreed
by such Interest Rate Exchanger that all rights and remedies hereunder may be
exercised solely by Secured Party for the benefit of Lenders and Interest
Rate Exchangers in accordance with the terms of this SECTION 16(a).

(b) Secured Party shall at all times be the same Person that is
Administrative Agent under the Credit Agreement. Written notice of
resignation by Administrative Agent pursuant to subsection 9.4 of the Credit
Agreement shall also constitute notice of resignation as Secured Party under
this Agreement, and appointment of a successor Administrative Agent pursuant
to subsection 9.4 of the Credit Agreement shall also constitute appointment
of a successor Secured Party under this Agreement. Upon the acceptance of
any appointment as Administrative Agent under subsection 9.4 of the Credit
Agreement by a successor Administrative Agent, that successor Administrative
Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Secured Party under this
Agreement, and the retiring Secured Party under this Agreement shall promptly
(i) transfer to such successor Secured Party all sums, securities and other
items of Collateral held hereunder, together with all records and other
documents necessary or appropriate in connection with the performance of the
duties of the successor Secured Party under this Agreement, and (ii) execute
and deliver to such successor Secured Party such amendments to financing
statements, and take such other actions, as may be necessary or appropriate
in connection with the assignment to such successor Secured Party of the
security interests created hereunder, whereupon such retiring Secured Party
shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent's resignation hereunder as Secured
Party, the provisions of this Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it under this Agreement while it was
Secured Party hereunder.

SECTION 17. AMENDMENTS; ETC. No amendment, modification,
termination or waiver of any provision of this Agreement, and no consent to
any departure by Pledgor

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therefrom, shall in any event be effective unless the same shall be in
writing and signed by Secured Party and, in the case of any such amendment or
modification, by Pledgor. Any such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given.

SECTION 18. NOTICES. Any notice or other communication herein
required or permitted to be given shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address as set forth
under such party's name on the signature block hereof or at such other
address or facsimile number as may be designated by such party in a written
notice delivered 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 (and
telephonic confirmation of receipt thereof has been received).

SECTION 19. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.
No failure or delay on the part of Secured Party in the exercise of any
power, right or privilege hereunder shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude any other or further exercise thereof or of any other
power, right or privilege. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

SECTION 20. SEVERABILITY. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 21. HEADINGS. Section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.

SECTION 22. GOVERNING LAW; TERMS. THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO
THE EXTENT THAT THE UNIFORM COMMERCIAL CODE PROVIDES THAT THE PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION
OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined herein or in the
Credit Agreement, terms used in Articles 8 and 9 of the Uniform Commercial
Code in the State of New York are used herein as therein defined.

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constitute but one and the same instrument; signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Pledgor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

XXXXXXX COMMUNICATIONS LLC

By:
--------------------------------------------

Name:
------------------------------------------

Title:
-----------------------------------------

Notice Address:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000

U.S. BANK NATIONAL ASSOCIATION,
as Secured Party

By:
--------------------------------------------

Name:
------------------------------------------

Title:
-----------------------------------------

Notice Address:

U.S. Bank National Association
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000

S-1

SCHEDULE I

Attached to and forming a part of the Pledge Agreement dated as of
November 23, 1999 between Xxxxxxx Communications LLC and U.S. Bank National
Association, as Secured Party.

Part A

Percentage of
Issued and
Outstanding
Class of Stock Certi- Par Number of Shares of
Stock Issuer Stock ficate Nos. Value Shares Relevant Class
------------ -------- ------------ ----- --------- --------------

Debt Issuer Amount of Indebtedness
----------- ----------------------

Schedule I-1

SCHEDULE II

PLEDGE AMENDMENT

This Pledge Amendment, dated ____________, ____, is delivered pursuant to
SECTION 6(b) of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Pledge Amendment may be attached to the Pledge Agreement dated
November 23, 1999, between Xxxxxxx Communications LLC and U.S. Bank National
Association, as Secured Party (the "PLEDGE AGREEMENT," capitalized terms defined
therein being used herein as therein defined), and that the [Pledged Shares]
[Pledged Debt] listed on this Pledge Amendment shall be deemed to be part of the
[Pledged Shares] [Pledged Debt] and shall become part of the Pledged Collateral
and shall secure all Secured Obligations.

XXXXXXX COMMUNICATIONS LLC

By:
--------------------------------------------

Name:
------------------------------------------

Title:
-----------------------------------------

Debt Issuer Amount of Indebtedness
----------- ----------------------

Schedule II-1

EXHIBIT I

HOLDCO PLEDGE AGREEMENT

This HOLDCO PLEDGE AGREEMENT (this "AGREEMENT") is dated as of
November 23, 1999 and entered into by and between XXXXXXX CORPORATION, a
Minnesota corporation ("PLEDGOR"), and U.S. Bank National Association, as
Administrative Agent for and representative of (in such capacity herein
called "SECURED PARTY") the financial institutions ("LENDERS") party to the
Credit Agreement referred to below and any Interest Rate Exchangers (as
hereinafter defined).

PRELIMINARY STATEMENTS

A. Pledgor is the legal and beneficial owner of (i) the limited
liability company interests or the shares of stock (the "PLEDGED SHARES")
described in Part A of SCHEDULE I annexed hereto and issued by the limited
liability companies or corporations named therein and (ii) the indebtedness
(the "PLEDGED DEBT") described in Part B of said SCHEDULE I and issued by the
obligors named therein.

B. Secured Party, Lenders and certain other parties have entered
into a Credit Agreement dated as of November 23, 1999 (said Credit Agreement,
as it may hereafter be amended, supplemented or otherwise modified from time
to time, being the "CREDIT AGREEMENT", the terms defined therein and not
otherwise defined herein being used herein as therein defined) with Pledgor
as Guarantor and Xxxxxxx Communications LLC, a Delaware limited liability
company ("COMPANY"), as Borrower pursuant to which Lenders have made certain
commitments, subject to the terms and conditions set forth in the Credit
Agreement, to extend certain credit facilities to Company.

C. Company may from time to time enter into one or more Rate
Protection Agreements (collectively, the "LENDER INTEREST RATE AGREEMENTS")
with one or more Lenders or their affiliates (in such capacity, collectively,
"INTEREST RATE EXCHANGERS") permitted under the terms of the Credit Agreement,

D. Pledgor has guarantied, under Article X of the Credit
Agreement (the "GUARANTY"), the prompt payment and performance when due of
all obligations of Company under the Credit Agreement and all obligations of
Company under the Lender Interest Rate Agreements, including the obligations
of Company to make payments thereunder in the event of early termination
thereof.

E. It is in the best interests of Pledgor to execute this
Agreement inasmuch as Pledgor will derive substantial direct and indirect
benefits from the Loans made from time to time to the Company by the Lenders
pursuant to the Credit Agreement and the Letters of Credit issued from time
to time for the account of the Company and the other Restricted Subsidiaries
pursuant to the Credit Agreement.

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F. It is a condition precedent to the extensions of credit by
Lenders under the Credit Agreement that Pledgor shall have granted the
security interests and undertaken the obligations contemplated by this
Agreement.

NOW, THEREFORE, in consideration of the premises and in order to
induce Lenders to make Loans and other extensions of credit under the Credit
Agreement and to induce Interest Rate Exchangers to enter into the Lender
Interest Rate Agreements, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Pledgor hereby agrees
with Secured Party as follows:

(c) all additional shares of, and all securities convertible into
and warrants, options and other rights to purchase or otherwise acquire,
stock or limited liability company interests of any issuer of the Pledged
Shares from time to time acquired by Pledgor in any manner (which shares
shall be deemed to be part of the Pledged Shares), the certificates or other
instruments representing such additional shares, securities, warrants,
options or other rights and any interest of Pledgor in the entries on the
books of any securities intermediary pertaining to such additional shares,
securities, warrants, options or other rights, and all dividends, cash,
warrants, rights, instruments and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such additional shares, securities, warrants,
options or other rights; PROVIDED HOWEVER that the Pledged Collateral shall
not include any such additional shares of stock or equity interests of any
Restricted Subsidiary that is a Non-U.S. Subsidiary if such additional shares
or equity interests would cause the number of shares or equity interests of
such Non-U.S. Subsidiary pledged hereunder to exceed 65% of the issued and
outstanding shares or equity interests of such Non-U.S. Subsidiary, unless
there is a change in United States federal and any similar state income tax
laws such that a pledge in excess of 65% would not result in a deemed
dividend or other adverse income tax consequences to Pledgor;

I-2

(e) all shares of, and all securities convertible into and
warrants, options and other rights to purchase or otherwise acquire, stock or
limited liability company interests of any Person that, after the date of
this Agreement, becomes, as a result of any occurrence, a direct Restricted
Subsidiary of Pledgor (which shares shall be deemed to be part of the Pledged
Shares), the certificates or other instruments representing such shares,
securities, warrants, options or other rights and any interest of Pledgor in
the entries on the books of any securities intermediary pertaining to such
shares, and all dividends, cash, warrants, rights, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares,
securities, warrants, options or other rights;

(f) all indebtedness that is evidenced by an instrument or
certificate and is from time to time owed to Pledgor by any Person that,
after the date of this Agreement, becomes, as a result of any occurrence, a
direct or indirect Restricted Subsidiary of Pledgor, and all interest, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all of such indebtedness; and

SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures, and
the Pledged Collateral is collateral security for, the prompt payment or
performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including the
payment of amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section
362(a)), of all obligations and liabilities of every nature of Pledgor now or
hereafter existing under or arising out of or in connection with the Guaranty
and all extensions or renewals thereof, whether for principal, interest
(including interest that, but for the filing of a petition in bankruptcy with
respect to Company, would accrue on such obligations whether or not a claim
is allowed against Company for such interest in the related bankruptcy
proceeding), reimbursement of amounts drawn under Letters of Credit, payments
for early termination of Lender Interest Rate Agreements, fees, expenses,
indemnities or otherwise, whether voluntary or involuntary, direct or
indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly owed with others, and whether or not from time to time decreased or
extinguished and later increased, created or incurred, and all or any portion
of such obligations or liabilities that are paid, to the extent all or any
part of such payment is avoided or recovered directly or indirectly from
Secured Party or any Lender or Interest Rate Exchanger as a preference,
fraudulent transfer or otherwise, and all obligations of every nature of
Pledgor now or hereafter existing under this Agreement (all such obligations
of Pledgor being the "SECURED OBLIGATIONS").

I-3

applicable, shall be accompanied by Pledgor's endorsement, where necessary,
or duly executed instruments of transfer or assignment in blank, all in form
and substance reasonably satisfactory to Secured Party. Upon the occurrence
and during the continuation of an Event of Default, Secured Party shall have
the right, without notice to Pledgor, to transfer to or to register in the
name of Secured Party or any of its nominees any or all of the Pledged
Collateral, subject only to the revocable rights specified in SECTION 7(a).

SECTION 4. REPRESENTATIONS AND WARRANTIES. Pledgor represents and
warrants as follows:

(a) DUE AUTHORIZATION, ETC. OF PLEDGED COLLATERAL. All of the
Pledged Shares owned by Pledgor have been duly authorized and validly issued
and are fully paid and non-assessable. All of the Pledged Debt owned by
Pledgor has been duly authorized, authenticated or issued, and delivered and
is the legal, valid and binding obligation of the issuers thereof and is not
in default.

(b) DESCRIPTION OF PLEDGED COLLATERAL. The Pledged Shares
constitute the percentage of the issued and outstanding shares of stock or
limited liability company interests of the respective issuer thereof as is
set forth in Part A of Schedule I attached hereto, as supplemented from time
to time pursuant to Section 6(b) or as amended to reflect designation of a
Restricted Subsidiary as an Unrestricted Subsidiary, and all of such stock or
limited liability company interests are owned by Pledgor except in the case
of any issuer that is a Non-U.S. Subsidiary, in which case the Pledged Shares
do not constitute more than 65% of the issued and outstanding shares or
limited liability company interests of such issuer, unless there is a change
in United States federal and any similar state income tax laws such that a
pledge in excess of 65% would not result in a deemed dividend or other
adverse income tax consequences to Pledgor, in which case the Pledged Shares
shall constitute all of such shares owned by Pledgor, and there are no
outstanding warrants, options or other rights to purchase, or other
agreements outstanding with respect to, or property that is now or hereafter
convertible into, or that requires the issuance or sale of, any Pledged
Shares. The Pledged Debt constitutes all of the issued and outstanding
intercompany indebtedness evidenced by a promissory note of the respective
issuers thereof owing to Pledgor.

(c) OWNERSHIP OF PLEDGED COLLATERAL. Pledgor is the legal,
record and beneficial owner of the Pledged Collateral free and clear of any
Lien except for the Liens permitted under Section 7.2.3 of the Credit
Agreement ("Permitted Liens").

SECTION 5. TRANSFERS AND OTHER LIENS; ADDITIONAL PLEDGED
COLLATERAL; ETC. Pledgor shall:

I-4

constituent corporation; PROVIDED that in the event Pledgor makes a
disposition of assets permitted by the Credit Agreement (an "ASSET SALE") and
the assets subject to such Asset Sale are Pledged Shares, Secured Party shall
release the Pledged Shares that are the subject of such Asset Sale to Pledgor
free and clear of the lien and security interest under this Agreement
concurrently with the consummation of such Asset Sale;

(b) (i) pledge hereunder, within the period set forth in Section
6(b) after its acquisition (directly or indirectly) thereof, any and all
additional shares of stock or other securities of each issuer of its Pledged
Shares; PROVIDED that Pledgor shall not be required to pledge hereunder
issued and outstanding shares of stock or limited liability company interests
of any such issuer that is a Non-U.S. Subsidiary if the Pledged Shares of
Pledgor issued by such issuer would exceed 65% of the issued and outstanding
shares of stock or limited liability company interests of such issuer, unless
there is a change in United States federal and any similar state income tax
laws such that a pledge in excess of 65% would not result in a deemed
dividend or other adverse income tax consequences to Pledgor, and (ii) pledge
hereunder, within the period set forth in Section 6(b) after its acquisition
(directly or indirectly) thereof, any and all shares of stock or limited
liability company interests of any Person that, after the date of this
Agreement, becomes, as a result of any occurrence, a direct Restricted
Subsidiary of Pledgor; and

(c) (i) pledge hereunder, within the period set forth in Section
6(b) after their issuance, any and all instruments or other evidences of
additional indebtedness from time to time owed to Pledgor by any obligor on
the Pledged Debt, and (ii) pledge hereunder, within the period set forth in
Section 6(b) after their issuance, any and all instruments or other evidences
of indebtedness from time to time owed to Pledgor by any Person that after
the date of this Agreement becomes, as a result of any occurrence, a direct
or indirect Restricted Subsidiary of Pledgor.

SECTION 6. FURTHER ASSURANCES; PLEDGE AMENDMENTS.

I-5

(a "PLEDGE AMENDMENT"), in respect of the additional Pledged Shares or
Pledged Debt to be pledged pursuant to this Agreement. Pledgor hereby
authorizes Secured Party to attach each Pledge Amendment to this Agreement
and agrees that all Pledged Shares or Pledged Debt listed on any Pledge
Amendment delivered to Secured Party shall for all purposes hereunder be
considered Pledged Collateral; PROVIDED that the failure of Pledgor to
execute a Pledge Amendment with respect to any additional Pledged Shares or
Pledged Debt pledged pursuant to this Agreement shall not impair the security
interest of Secured Party therein or otherwise adversely affect the rights
and remedies of Secured Party hereunder with respect thereto.

SECTION 7. VOTING RIGHTS; DIVIDENDS; ETC.

(a) So long as no Event of Default shall have occurred and be
continuing:

(ii) Pledgor shall be entitled to receive and retain, and to utilize
free and clear of the lien of this Agreement, any and all dividends,
interest and other distributions paid in respect of the Pledged
Collateral; and

(iii) Secured Party shall promptly execute and deliver (or cause to be
executed and delivered) to Pledgor all such proxies, dividend payment
orders and other instruments as Pledgor may from time to time
reasonably request for the purpose of enabling Pledgor to exercise the
voting and other consensual rights which it is entitled to exercise
pursuant to paragraph (i) above and to receive the dividends,
principal, interest or other distribution payments which it is
authorized to receive and retain pursuant to paragraph (ii) above.

(b) Upon the occurrence and during the continuation of an Event of
Default:

(ii) all rights of Pledgor to receive the dividends, interest or
other distribution payments which it would otherwise be authorized to
receive and retain pursuant to SECTION 7(a)(ii) shall cease, and all
such rights shall thereupon become vested in Secured Party who shall
thereupon have the sole right to receive and hold as Pledged
Collateral such dividends, interest or other distribution payments;
and

(iii) all dividends, principal, interest and other distribution
payments which are received by Pledgor contrary to the provisions of
paragraph (ii) of this SECTION 7(b) shall be received in trust for the
benefit of Secured Party, shall be segregated from other funds of
Pledgor and shall forthwith be paid over to Secured Party as

I-6

Pledged Collateral in the same form as so received (with any
necessary indorsements).

(c) In order to permit Secured Party to exercise the voting and other
consensual rights which it may be entitled to exercise pursuant to SECTION
7(b)(i) and to receive all dividends and other distributions which it may be
entitled to receive under SECTION 7(b)(ii), (i) Pledgor shall promptly
execute and deliver (or cause to be executed and delivered) to Secured Party
all such proxies, dividend payment orders and other instruments as Secured
Party may from time to time reasonably request and (ii) without limiting the
effect of the immediately preceding clause (i), Pledgor hereby grants to
Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise
all other rights, powers, privileges and remedies to which a holder of the
Pledged Shares would be entitled (including giving or withholding written
consents of shareholders, calling special meetings of shareholders and voting
at such meetings), which proxy shall be effective, automatically and without
the necessity of any action (including any transfer of any Pledged Shares on
the record books of the issuer thereof) by any other Person (including the
issuer of the Pledged Shares or any officer or agent thereof), upon the
occurrence of an Event of Default and which proxy shall only terminate upon
the payment in full of the Secured Obligations.

(a) to file one or more financing or continuation statements, or
amendments thereto, relative to all or any part of the Pledged Collateral
without the signature of Pledgor;

(d) upon the occurrence and during the continuance of an Event of
Default, to file any claims or take any action or institute any proceedings
that Secured Party may deem necessary or desirable for the collection of any
of the Pledged Collateral or otherwise to enforce the rights of Secured Party
with respect to any of the Pledged Collateral.

SECTION 9. SECURED PARTY MAY PERFORM. If Pledgor fails to perform
any agreement contained herein, Secured Party may itself perform, or cause
performance of, such agreement, and the expenses of Secured Party incurred in
connection therewith shall be payable by Pledgor under SECTION 14(b).

I-7

SECTION 10. STANDARD OF CARE. The powers conferred on Secured
Party hereunder are solely to protect its interest in the Pledged Collateral
and shall not impose any duty upon it to exercise any such powers. Except
for the exercise of reasonable care in the custody of any Pledged Collateral
in its possession and the accounting for moneys actually received by it
hereunder, Secured Party shall have no duty as to any Pledged Collateral, it
being understood that Secured Party shall have no responsibility for (a)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Pledged Collateral,
whether or not Secured Party has or is deemed to have knowledge of such
matters, (b) taking any necessary steps (other than steps taken in accordance
with the standard of care set forth above to maintain possession of the
Pledged Collateral) to preserve rights against any parties with respect to
any Pledged Collateral, (c) taking any necessary steps to collect or realize
upon the Secured Obligations or any guarantee therefor, or any part thereof,
or any of the Pledged Collateral, or (d) initiating any action to protect the
Pledged Collateral against the possibility of a decline in market value.
Secured Party shall be deemed to have exercised reasonable care in the
custody and preservation of Pledged Collateral in its possession if such
Pledged Collateral is accorded treatment substantially equal to that which
Secured Party accords its own property consisting of negotiable securities.

SECTION 11. REMEDIES.

(a) If any Event of Default shall have occurred and be
continuing, Secured Party may exercise in respect of the Pledged Collateral,
in addition to all other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default
under the Uniform Commercial Code as in effect in any relevant jurisdiction
(the "CODE") (whether or not the Code applies to the affected Pledged
Collateral), and Secured Party may also in its sole discretion, without
notice except as specified below, sell the Pledged Collateral or any part
thereof in one or more parcels at public or private sale, at any exchange or
broker's board or at any of Secured Party's offices or elsewhere, for cash,
on credit or for future delivery, at such time or times and at such price or
prices and upon such other terms as are commercially reasonable. Secured
Party or any Lender or Interest Rate Exchanger may be the purchaser of any or
all of the Pledged Collateral at any such sale and Secured Party, as agent
for and representative of Lenders and Interest Rate Exchangers (but not any
Lender or Lenders or Interest Rate Exchanger or Interest Rate Exchangers in
its or their respective individual capacities unless Required Lenders shall
otherwise agree in writing), shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion
of the Pledged Collateral sold at any such public sale, to use and apply any
of the Secured Obligations as a credit on account of the purchase price for
any Pledged Collateral payable by Secured Party at such sale. Each purchaser
at any such sale shall hold the property sold absolutely free from any claim
or right on the part of Pledgor, and Pledgor hereby waives (to the extent
permitted by applicable law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted. Pledgor agrees that, to the
extent notice of sale shall be required by law, at least ten days' prior
written notice to Pledgor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification. Secured Party shall not be obligated to make any sale of
Pledged Collateral regardless of notice of sale having been given. Secured
Party may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be

I-8

made at the time and place to which it was so adjourned. Pledgor hereby
waives to the fullest extent permitted under applicable law any claims
against Secured Party arising by reason of the fact that the price at which
any Pledged Collateral may have been sold at such a private sale was less
than the price which might have been obtained at a public sale, even if
Secured Party accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree. If the proceeds of any sale or
other disposition of the Pledged Collateral are insufficient to pay all the
Secured Obligations, Pledgor shall be liable for the deficiency, including
the fees of any attorneys employed by Secured Party to collect such
deficiency.

(b) Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended from time to time, (the
"SECURITIES ACT"), and applicable state securities laws, Secured Party may be
compelled, with respect to any sale of all or any part of the Pledged
Collateral conducted without prior registration or qualification of such
Pledged Collateral under the Securities Act and/or such state securities
laws, to limit purchasers to those who will agree, among other things, to
acquire the Pledged Collateral for their own account, for investment and not
with a view to the distribution or resale thereof. Pledgor acknowledges that
any such private sales may be at prices and on terms less favorable than
those obtainable through a public sale without such restrictions (including a
public offering made pursuant to a registration statement under the
Securities Act) and, notwithstanding such circumstances and the registration
rights granted to Secured Party by Pledgor pursuant to SECTION 12, Pledgor
agrees that any such private sale shall not be considered not to have been
made in a commercially reasonable manner solely by reason that Secured Party
shall not have effected a public sale and that Secured Party shall have no
obligation to engage in public sales and no obligation to delay the sale of
any Pledged Collateral for the period of time necessary to permit the issuer
thereof to register it for a form of public sale requiring registration under
the Securities Act or under applicable state securities laws, even if such
issuer would, or should, agree to so register it.

I-9

which, in the opinion of Secured Party, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto;

(c) cause each such issuer to make available to its security
holders, as soon as practicable, an earnings statement which will satisfy the
provisions of Section 11(a) of the Securities Act;

(e) bear all costs and expenses, including reasonable attorneys'
fees, of carrying out its obligations under this SECTION 12.

Pledgor further agrees that a breach of any of the covenants
contained in this SECTION 12 will cause irreparable injury to Secured Party,
that Secured Party has no adequate remedy at law in respect of such breach
and, as a consequence, that, to the fullest extent permitted under applicable
law, each and every covenant contained in this SECTION 12 shall be
specifically enforceable against Pledgor, and Pledgor hereby, to the fullest
extent permitted under applicable law waives and agrees not to assert any
defenses against an action for specific performance of such covenants except
for a defense that no default has occurred giving rise to the Secured
Obligations becoming due and payable prior to their stated maturities.
Nothing in this SECTION 12 shall in any way alter the rights of Secured Party
under SECTION 11.

FIRST: To the payment of all costs and expenses of such sale,
collection or other realization, including reasonable compensation to
Secured Party and any Lender or Interest Rate Exchanger and its agents
and counsel, and all other expenses, liabilities and advances made or
incurred by Secured Party and any Lender or Interest Rate Exchanger in
connection therewith, and all amounts for which Secured Party and any
Lender or Interest Rate Exchanger is entitled to indemnification
hereunder and all advances made by Secured Party or any Lender or
Interest Rate Exchanger hereunder for the account of Pledgor, and to
the payment of all costs and expenses paid or incurred by Secured
Party or any Lender or Interest Rate Exchanger in connection with the
exercise of any right or remedy hereunder, all in accordance with
Section 14;

I-10

SECOND: To the payment of all other Secured Obligations for the
ratable benefit of the holders thereof; and

SECTION 14. INDEMNITY AND EXPENSES. Without limiting the
generality of subsections 11.3 and 11.4 of the Credit Agreement, in the event
of any public sale described in SECTION 12, Pledgor agrees to indemnify and
hold harmless Secured Party, and each Lender and each of their respective
directors, officers, employees and agents from and against any loss, fee,
cost, expense, damage, liability or claim, joint or several, to which any
such Persons may become subject or for which any of them may be liable,
(other than any losses, fees, costs, expenses, damages, liabilities or claims
resulting from the gross negligence or willful misconduct of Secured Party or
any Lender) or the inclusion in any preliminary prospectus, registration
statement, prospectus or other document published or filed in connection with
such public sale, or any amendment or supplement thereto, of any information
that relates to Secured Party or such Lender and was supplied by Secured
Party or such Lender for use therein, under the Securities Act or otherwise,
insofar as such losses, fees, costs, expenses, damages, liabilities or claims
(or any litigation commenced or threatened in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, registration
statement, prospectus or other such document published or filed in connection
with such public sale, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse Secured Party and such
other Persons for any legal or other expenses reasonably incurred by Secured
Party and such other Persons in connection with any litigation, of any nature
whatsoever, commenced or threatened in respect thereof (including any and all
fees, costs and expenses whatsoever reasonably incurred by Secured Party and
such other Persons and counsel for Secured Party and such other Persons in
investigating, preparing for, defending against or providing evidence,
producing documents or taking any other action in respect of, an such
commenced or threatened litigation or any claims asserted). This indemnity
shall be in addition to any liability which Pledgor may otherwise have and
shall extend upon the same terms and conditions to each Person, if any, that
controls Secured Party or such Persons within the meaning of the Securities
Act.

I-11

thereupon become vested with all the benefits in respect thereof granted to
Lenders herein or otherwise. Upon the payment in full of all Secured
Obligations (other than any contingent indemnity or expense reimbursement
claims which at the time of such payment have yet to be claimed), the
cancellation or termination of the Commitments and the cancellation,
expiration or cash collateralization of all outstanding Letters of Credit,
the security interest granted hereby shall terminate and all rights to the
Pledged Collateral shall revert to Pledgor. Upon any such termination
Secured Party will, at Pledgor's expense, execute and deliver to Pledgor such
documents as Pledgor shall reasonably request to evidence such termination
and Pledgor shall be entitled to the return, upon its request and at its
expense, against receipt and without recourse to Secured Party, of such of
the Pledged Collateral as shall not have been sold in accordance with this
Agreement or otherwise applied pursuant to the terms hereof.

SECTION 16. SECURED PARTY AS ADMINISTRATIVE AGENT.

(a) Secured Party has been appointed to act as Secured Party
hereunder by Lenders and, by their acceptance of the benefits hereof,
Interest Rate Exchangers. Secured Party shall be obligated, and shall have
the right hereunder, to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or refrain from taking any action
(including the release or substitution of Pledged Collateral), solely in
accordance with this Agreement and the Credit Agreement; PROVIDED that
Secured Party shall exercise, or refrain from exercising, any remedies
provided for in SECTION 11 in accordance with the instructions of (i)
Required Lenders or (ii) after payment in full of all Obligations under the
Credit Agreement and the other Loan Documents, the holders of a majority of
the aggregate notional amount under all Lender Interest Rate Agreements
(Required Lenders or, if applicable, such holders being referred to herein as
"REQUISITE OBLIGEES"). In furtherance of the foregoing provisions of this
SECTION 16(a), each Interest Rate Exchanger, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize
upon any of the Pledged Collateral hereunder, it being understood and agreed
by such Interest Rate Exchanger that all rights and remedies hereunder may be
exercised solely by Secured Party for the benefit of Lenders and Interest
Rate Exchangers in accordance with the terms of this SECTION 16(a).

(b) Secured Party shall at all times be the same Person that is
Administrative Agent under the Credit Agreement. Written notice of
resignation by Administrative Agent pursuant to subsection 9.4 of the Credit
Agreement shall also constitute notice of resignation as Secured Party under
this Agreement, and appointment of a successor Administrative Agent pursuant
to subsection 9.4 of the Credit Agreement shall also constitute appointment
of a successor Secured Party under this Agreement. Upon the acceptance of
any appointment as Administrative Agent under subsection 9.4 of the Credit
Agreement by a successor Administrative Agent, that successor Administrative
Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Secured Party under this
Agreement, and the retiring Secured Party under this Agreement shall promptly
(i) transfer to such successor Secured Party all sums, securities and other
items of Collateral held hereunder, together with all records and other
documents necessary or appropriate in connection with the performance of the
duties of the successor Secured Party under this Agreement, and (ii) execute
and deliver to such successor Secured Party such amendments to financing
statements, and take such other actions, as may be necessary or appropriate
in connection with the assignment to such successor Secured Party of the
security interests created hereunder,

I-12

whereupon such retiring Secured Party shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation hereunder as Secured Party, the provisions of this Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by
it under this Agreement while it was Secured Party hereunder.

SECTION 17. AMENDMENTS; ETC. No amendment, modification,
termination or waiver of any provision of this Agreement, and no consent to
any departure by Pledgor therefrom, shall in any event be effective unless
the same shall be in writing and signed by Secured Party and, in the case of
any such amendment or modification, by Pledgor. Any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which it was given.

I-13

JURISDICTION OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined
herein or in the Credit Agreement, terms used in Articles 8 and 9 of the
Uniform Commercial Code in the State of New York are used herein as therein
defined.

SECTION 23. COUNTERPARTS. This Agreement may be executed in one
or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

[Remainder of page intentionally left blank]

I-14

IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

XXXXXXX CORPORATION

By:
-----------------------------

Name:
---------------------------

Title:
--------------------------

S-1

U.S. BANK NATIONAL ASSOCIATION,
as Secured Party

By:
-----------------------------

Name:
---------------------------

Title:
--------------------------

S-2

SCHEDULE I

Attached to and forming a part of the Pledge Agreement dated as of
November 23, 1999 between Xxxxxxx Corporation, as Pledgor, and U.S. Bank
National Association, as Secured Party.

Part A

----------------------------------------------------------------------------
Issuer of Limited Liability Certificate
Pledgor Company Interests Nos. Description
------- --------------------------- ----------- -----------

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

Part B

----------------------------------------------------------------------------
Debt Issuer Amount of Indebtedness
----------- ----------------------

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

Schedule I-1

SCHEDULE II

PLEDGE AMENDMENT

This Pledge Amendment, dated ____________, ____, is delivered pursuant to
SECTION 6(b) of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Pledge Amendment may be attached to the Pledge Agreement dated
November 23, 1999, between the undersigned and U.S. Bank National Association,
as Secured Party (the "PLEDGE AGREEMENT," capitalized terms defined therein
being used herein as therein defined), and that the [Pledged Shares] [Pledged
Debt] listed on this Pledge Amendment shall be deemed to be part of the [Pledged
Shares] [Pledged Debt] and shall become part of the Pledged Collateral and shall
secure all Secured Obligations.

XXXXXXX CORPORATION

By:
--------------------------------

Name:
------------------------------

Title:
-----------------------------

Schedule II-1

Class of
Stock or Percentage of
Limited Issued and
Liability Outstanding
Company Certificate Number of Shares of
Pledgor Issuer Interest Nos. Par Value Shares Relevant Class
-------- ------- --------- ----------- --------- --------- ---------------

Schedule II-2

Debt Issuer Amount of Indebtedness
----------- ----------------------

Schedule II-3

EXHIBIT G-2

FORM OF SUBSIDIARY PLEDGE AGREEMENT

This SUBSIDIARY PLEDGE AGREEMENT (this "AGREEMENT") is dated as of
November 23, 1999 and entered into by and among each of the pledgors set forth
on the signature pages hereof (each, a "PLEDGOR" and, collectively, the
"PLEDGORS") and U.S. Bank National Association, as Administrative Agent for and
representative of (in such capacity herein called "SECURED PARTY") the financial
institutions ("LENDERS") party to the Credit Agreement referred to below and any
Interest Rate Exchangers (as hereinafter defined).

PRELIMINARY STATEMENTS

A. The Pledgors are the legal and beneficial owner of (i) the
shares of stock (the "PLEDGED SHARES") described as being owned by them in
Part A of SCHEDULE I annexed hereto and issued by the corporations named
therein and (ii) the indebtedness (the "PLEDGED DEBT") described as being
owned by them in Part B of said SCHEDULE I and issued by the obligors named
therein.

B. Secured Party, Lenders and certain other parties have entered
into a Credit Agreement dated as of November 23, 1999 (said Credit Agreement,
as it may hereafter be amended, supplemented or otherwise modified from time
to time, being the "CREDIT AGREEMENT", the terms defined therein and not
otherwise defined herein being used herein as therein defined) with Xxxxxxx
Communications LLC, a Delaware limited liability company (the "COMPANY"),
Xxxxxxx Corporation, a Minnesota corporation, as guarantor ("HOLDCO"),
pursuant to which Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company.

C. Company may from time to time enter, or may from time to time
have entered, into one or more Rate Protection Agreements (collectively, the
"LENDER INTEREST RATE AGREEMENTS") with one or more Lenders or their
affiliates (in such capacity, collectively, "INTEREST RATE EXCHANGERS").

D. Pledgors have executed and delivered that certain Subsidiary
Guaranty dated as of November 23, 1999 (said Subsidiary Guaranty, as it may
hereafter be amended, supplemented or otherwise modified from time to time,
being the "GUARANTY") in favor of Secured Party for the benefit of Lenders
and any Interest Rate Exchangers, pursuant to which Pledgors have guarantied
the prompt payment and performance when due of all obligations of Company
under the Credit Agreement and all obligations of Company under the Lender
Interest Rate Agreements, including the obligation of Company to make
payments thereunder in the event of early termination thereof.

E. It is a condition precedent to the extensions of credit by
Lenders under the Credit Agreement that Pledgors shall have granted the
security interests and undertaken the obligations contemplated by this
Agreement.

NOW, THEREFORE, in consideration of the premises and in order to
induce Lenders to make Loans and other extensions of credit under the Credit
Agreement and to induce

G2-1

Interest Rate Exchangers to enter into Lender Interest Rate Agreements, and
for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, each Pledgor hereby agrees with Secured Party as
follows:

SECTION 1. PLEDGE OF SECURITY. Each Pledgor hereby pledges and
assigns to Secured Party, and hereby grants to Secured Party a security
interest in, all of such Pledgor's right, title and interest in and to the
following (the "PLEDGED COLLATERAL"):

(a) the Pledged Shares and the certificates representing the
Pledged Shares and any interest of such Pledgor in the entries on the books
of any securities intermediary pertaining to the Pledged Shares, and all
dividends, cash, warrants, rights, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the Pledged Shares;

(c) all additional shares of, and all securities convertible into
and warrants, options and other rights to purchase or otherwise acquire,
stock of any issuer of the Pledged Shares from time to time acquired by
Pledgor in any manner (which shares shall be deemed to be part of the Pledged
Shares), the certificates or other instruments representing such additional
shares, securities, warrants, options or other rights and any interest of
such Pledgor in the entries on the books of any securities intermediary
pertaining to such additional shares, and all dividends, cash, warrants,
rights, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange
for any or all of such additional shares, securities, warrants, options or
other rights; PROVIDED HOWEVER that the Pledged Collateral shall not include
any such additional shares of stock of any Restricted Subsidiary that is a
Non-U.S. Subsidiary if such additional shares would cause the number of
shares of such Non-U.S. Subsidiary pledged hereunder to exceed 65% of the
issued and outstanding shares of such Non-U.S. Subsidiary, unless there is a
change in United States federal and any similar state income tax laws such
that a pledge in excess of 65% would not result in a deemed dividend or other
adverse income tax consequences to Pledgor;

(d) all additional indebtedness from time to time owed to such
Pledgor by any obligor on the Pledged Debt and the instruments evidencing
such indebtedness, and all interest, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such indebtedness;

(e) all shares of, and all securities convertible into and
warrants, options and other rights to purchase or otherwise acquire, stock of
any Person that, after the date of this Agreement, becomes, as a result of
any occurrence, a direct Restricted Subsidiary of such Pledgor (which shares
shall be deemed to be part of the Pledged Shares), the certificates or other
instruments representing such shares, securities, warrants, options or other
rights and any interest of such Pledgor in the entries on the books of any
securities intermediary pertaining to such shares, and all dividends, cash,
warrants, rights, instruments and other property or proceeds from

G2-2

time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such shares, securities, warrants, options or
other rights;

(f) all indebtedness that is evidenced by an instrument or
certificate and is from time to time owed to such Pledgor by any Person that,
after the date of this Agreement, becomes, as a result of any occurrence, a
direct or indirect Restricted Subsidiary of such Pledgor, and all interest,
cash, instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all of such indebtedness; and

(g) to the extent not covered by clauses (a) through (f) above,
all proceeds of any or all of the foregoing Pledged Collateral. For purposes
of this Agreement, the term "PROCEEDS" includes whatever is receivable or
received when Pledged Collateral or proceeds are sold, exchanged, collected
or otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes proceeds of any indemnity or guaranty payable to
the applicable Pledgor or Secured Party from time to time with respect to any
of the Pledged Collateral.

SECTION 2. SECURITY FOR OBLIGATIONS. The agreements of each
Pledgor under this Agreement secure, and the Pledged Collateral of such
Pledgor is collateral security for, the prompt payment or performance in full
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including the payment of amounts that
would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations
and liabilities of every nature of such Pledgor now or hereafter existing
under or arising out of or in connection with the Guaranty and all extensions
or renewals thereof, whether for principal, interest (including interest
that, but for the filing of a petition in bankruptcy with respect to Company,
would accrue on such obligations, whether or not a claim is allowed against
Company for such interest in the related bankruptcy proceeding),
reimbursement of amounts drawn under Letters of Credit, payments for early
termination of Lender Interest Rate Agreements, fees, expenses, indemnities
or otherwise, whether voluntary or involuntary, direct or indirect, absolute
or contingent, liquidated or unliquidated, whether or not jointly owed with
others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such
obligations or liabilities that are paid, to the extent all or any part of
such payment is avoided or recovered directly or indirectly from Secured
Party or any Lender or Interest Rate Exchanger as a preference, fraudulent
transfer or otherwise, and all obligations of every nature of Pledgor now or
hereafter existing under this Agreement (all such obligations of such Pledgor
being such Pledgor's "SECURED OBLIGATIONS").

SECTION 3. DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be
delivered to and held by or on behalf of Secured Party pursuant hereto and
shall be in suitable form for transfer by delivery or, as applicable, shall
be accompanied by the applicable Pledgor's endorsement, where necessary, or
duly executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to Secured Party. Upon the occurrence and
during the continuation of an Event of Default Secured Party shall have the
right, without notice to the applicable Pledgor, to transfer to or to
register in the name of Secured Party or any of its nominees any or all of
such Pledgor's Pledged Collateral, subject only to the revocable rights
specified in SECTION 7(a).

G2-3

SECTION 4. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents
and warrants as follows:

(a) DUE AUTHORIZATION, ETC. OF PLEDGED COLLATERAL. All of the
Pledged Shares owned by such Pledgor have been duly authorized and validly
issued and are fully paid and non-assessable. All of the Pledged Debt owned
by such Pledgor has been duly authorized, authenticated or issued, and
delivered and is the legal, valid and binding obligation of the issuers
thereof and is not in default.

(b) DESCRIPTION OF PLEDGED COLLATERAL. The Pledged Shares
constitute the percentage of the issued and outstanding shares of stock of
the respective issuers thereof as is set forth for such Pledgor in Part A of
Schedule I annexed hereto, as supplemented from time to time pursuant to
Section 6(b) or as amended to reflect the designation of a Restricted
Subsidiary as an Unrestricted Subsidiary pursuant to Section 5(a), and all of
such stock as is owned by such Pledgor except in the case of any issuer that
is a Non-U.S. Subsidiary, in which case the Pledged Shares of such Pledgor
(together with all other Pledged Shares of any other Pledgor) do not
constitute more than 65% of the issued and outstanding shares of such issuer,
unless there is a change in United States federal and any similar state
income tax laws such that a pledge in excess of 65% would not result in a
deemed dividend or other adverse income tax consequences to any Pledgor, in
which case the Pledged Shares of such Pledgor shall constitute all of such
shares owned by such Pledgor, and there are no outstanding warrants, options
or other rights to purchase, or other agreements outstanding with respect to,
or property that is now or hereafter convertible into, or that requires the
issuance or sale of, any Pledged Shares owned by such Pledgor. The Pledged
Debt of such Pledgor constitutes all of the issued and outstanding
intercompany indebtedness evidenced by a promissory note of the respective
issuers thereof owing to such Pledgor.

(c) OWNERSHIP OF PLEDGED COLLATERAL. Pledgor is the legal,
record and beneficial owner of such Pledgor's Pledged Collateral free and
clear of any Lien except for Liens permitted under Section 7.2.3 of the
Credit Agreement ("PERMITTED LIENS").

SECTION 5. TRANSFERS AND OTHER LIENS; ADDITIONAL PLEDGED
COLLATERAL; ETC. Each Pledgor shall:

(a) not, except as expressly permitted by the Credit Agreement,
(i) sell, assign (by operation of law or otherwise) or otherwise dispose of,
or grant any option with respect to, any of its Pledged Collateral, (ii)
create or suffer to exist any Lien upon or with respect to any of its Pledged
Collateral, except for Permitted Liens, or (iii) permit any issuer of its
Pledged Shares to merge or consolidate unless all the outstanding capital
stock of the surviving or resulting corporation is, upon such merger or
consolidation, pledged hereunder and no cash, securities or other property is
distributed in respect of the outstanding shares of any other constituent
corporation; PROVIDED that in the event a Restricted Subsidiary becomes an
Unrestricted Subsidiary, Secured Party shall release the Pledged Shares of
such Unrestricted Subsidiary to Pledgor free and clear of the lien and
security interest under this Agreement; and PROVIDED that in the event such
Pledgor makes a disposition of assets permitted by the Credit Agreement (an
"ASSET SALE") and the assets subject to such Asset Sale are Pledged Shares,
Secured Party shall release the Pledged Shares that are the subject of such
Asset Sale to the applicable Pledgor free

G2-4

and clear of the lien and security interest under this Agreement concurrently
with the consummation of such Asset Sale;

(b) (i) pledge hereunder, within the period set forth in Section
6(b) after its acquisition (directly or indirectly) thereof, any and all
additional shares of stock or other securities of each issuer of its Pledged
Shares; PROVIDED that such Pledgor shall not be required to pledge hereunder
issued and outstanding shares of stock of any such issuer that is a Non-U.S.
Subsidiary if the Pledged Shares of such Pledgor issued by such issuer,
together with the Pledged Shares of all other Pledgors issued by such issuer,
would exceed 65% of the issued and outstanding shares of stock of such
issuer, unless there is a change in United States federal and any similar
state income tax laws such that a pledge in excess of 65% would not result in
a deemed dividend or other adverse income tax consequences to any Pledgor,
and (ii) pledge hereunder, within the period set forth in Section 6(b) after
its acquisition (directly or indirectly) thereof, any and all shares of stock
of any Person that, after the date of this Agreement, becomes, as a result of
any occurrence, a direct Restricted Subsidiary of such Pledgor; and

(c) (i) pledge hereunder, within the period set forth in Section
6(b) after their issuance, any and all instruments or other evidences of
additional indebtedness from time to time owed to such Pledgor by any obligor
on the Pledged Debt, and (ii) pledge hereunder, within the period set forth
in Section 6(b) after their issuance, any and all instruments or other
evidences of indebtedness from time to time owed to such Pledgor by any
Person that after the date of this Agreement becomes, as a result of any
occurrence, a direct or indirect Restricted Subsidiary of Pledgor.

SECTION 6. FURTHER ASSURANCES; PLEDGE AMENDMENTS.

(a) Each Pledgor agrees that from time to time, at the expense of
such Pledgor, such Pledgor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary
or desirable, or that Secured Party may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted
hereby by such Pledgor or to enable Secured Party to exercise and enforce its
rights and remedies hereunder with respect to any Pledged Collateral of such
Pledgor. Without limiting the generality of the foregoing, each Pledgor will:
(i) execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as Secured Party may reasonably request, in order to perfect
and preserve the security interests granted or purported to be granted hereby
by such Pledgor and (ii) at Secured Party's request, appear in and defend any
action or proceeding that may affect such Pledgor's title to or Secured
Party's security interest in all or any part of its Pledged Collateral.

(b) Each Pledgor further agrees that it will, upon obtaining any
additional shares of stock or other securities required to be pledged
hereunder as provided in SECTION 5(b) or (c), promptly (and in any event
within ten Business Days) deliver to Secured Party a Pledge Amendment, duly
executed by such Pledgor, in substantially the form of SCHEDULE II annexed
hereto (a "PLEDGE AMENDMENT"), in respect of the additional Pledged Shares or
Pledged Debt to be pledged by such Pledgor pursuant to this Agreement. Each
Pledgor hereby authorizes Secured Party to attach each of its Pledge
Amendments to this Agreement and agrees that all Pledged Shares or Pledged
Debt listed on any of its Pledge Amendments delivered to Secured

G2-5

Party shall for all purposes hereunder be considered Pledged Collateral;
PROVIDED that the failure of any Pledgor to execute a Pledge Amendment with
respect to any additional Pledged Shares or Pledged Debt pledged by it
pursuant to this Agreement shall not impair the security interest of Secured
Party therein or otherwise adversely affect the rights and remedies of
Secured Party hereunder with respect thereto.

SECTION 7. VOTING RIGHTS; DIVIDENDS; ETC.

(a) So long as no Event of Default shall have occurred and be
continuing:

(i) each Pledgor shall be entitled to exercise any and all voting
and other consensual rights pertaining to its Pledged Collateral or
any part thereof for any purpose not inconsistent with the terms of
this Agreement or the Credit Agreement;

(ii) each Pledgor shall be entitled to receive and retain, and to
utilize free and clear of the lien of this Agreement, any and all
dividends and interest paid in respect of its Pledged Collateral; and

(iii) Secured Party shall promptly execute and deliver (or cause to be
executed and delivered) to each Pledgor all such proxies, dividend
payment orders and other instruments as such Pledgor may from time to
time reasonably request for the purpose of enabling such Pledgor to
exercise the voting and other consensual rights which it is entitled
to exercise pursuant to paragraph (i) above and to receive the
dividends, principal or interest payments which it is authorized to
receive and retain pursuant to paragraph (ii) above.

(b) Upon the occurrence and during the continuation of an Event of
Default:

(i) upon written notice from Secured Party to any Pledgor, all
rights of such Pledgor to exercise the voting and other consensual
rights which it would otherwise be entitled to exercise pursuant to
SECTION 7(a)(i) shall cease, and all such rights shall thereupon
become vested in Secured Party who shall thereupon have the sole right
to exercise such voting and other consensual rights;

(ii) all rights of such Pledgor to receive the dividends and interest
payments which it would otherwise be authorized to receive and retain
pursuant to SECTION 7(a)(ii) shall cease, and all such rights shall
thereupon become vested in Secured Party who shall thereupon have the
sole right to receive and hold as Pledged Collateral such dividends
and interest payments; and

(iii) all dividends, principal and interest payments which are
received by such Pledgor contrary to the provisions of paragraph (ii)
of this SECTION 7(b) shall be received in trust for the benefit of
Secured Party, shall be segregated from other funds of such Pledgor
and shall forthwith be paid over to Secured Party as Pledged
Collateral in the same form as so received (with any necessary
indorsements).

G2-6

(c) In order to permit Secured Party to exercise the voting and
other consensual rights which it may be entitled to exercise pursuant to
SECTION 7(b)(i) and to receive all dividends and other distributions which it
may be entitled to receive under SECTION 7(b)(ii), (i) each Pledgor shall
promptly execute and deliver (or cause to be executed and delivered) to
Secured Party all such proxies, dividend payment orders and other instruments
as Secured Party may from time to time reasonably request and (ii) without
limiting the effect of the immediately preceding clause (i), each Pledgor
hereby grants to Secured Party an irrevocable proxy to vote its Pledged
Shares and to exercise all other rights, powers, privileges and remedies to
which a holder of such Pledged Shares would be entitled (including giving or
withholding written consents of shareholders, calling special meetings of
shareholders and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including any transfer
of any such Pledged Shares on the record books of the issuer thereof) by any
other Person (including the issuer of such Pledged Shares or any officer or
agent thereof), upon the occurrence of an Event of Default and which proxy
shall only terminate upon the payment in full of the Secured Obligations of
such Pledgor.

SECTION 8. SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Each Pledgor
hereby irrevocably appoints Secured Party as such Pledgor's attorney-in-fact,
with full authority in the place and stead of such Pledgor and in the name of
such Pledgor, Secured Party or otherwise, from time to time in Secured
Party's discretion to take any action and to execute any instrument that
Secured Party may deem necessary or advisable to accomplish the purposes of
this Agreement, including:

(a) to file one or more financing or continuation statements, or
amendments thereto, relative to all or any part of the Pledged Collateral of
such Pledgor without the signature of such Pledgor;

(c) upon the occurrence and during the continuance of an Event of
Default, to receive, endorse and collect any instruments made payable to such
Pledgor representing any dividend, principal or interest payment or other
distribution in respect of its Pledged Collateral or any part thereof and to
give full discharge for the same; and

(d) upon the occurrence and during the continuance of an Event of
Default, to file any claims or take any action or institute any proceedings
that Secured Party may deem necessary or desirable for the collection of any
of its Pledged Collateral or otherwise to enforce the rights of Secured Party
with respect to any of its Pledged Collateral.

SECTION 9. SECURED PARTY MAY PERFORM. If any Pledgor fails to
perform any agreement contained herein, Secured Party may itself perform, or
cause performance of, such agreement, and the expenses of Secured Party
incurred in connection therewith shall be payable by such Pledgor under
SECTION 14(b).

G2-7

SECTION 11. REMEDIES.

(a) If any Event of Default shall have occurred and be
continuing, Secured Party may exercise in respect of the Pledged Collateral
of any Pledgor, in addition to all 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 Uniform Commercial Code as in effect in any
relevant jurisdiction (the "CODE") (whether or not the Code applies to the
affected Pledged Collateral of such Pledgor), and Secured Party may also in
its sole discretion, without notice except as specified below, sell the
Pledged Collateral of any Pledgor or any part thereof in one or more parcels
at public or private sale, at any exchange or broker's board or at any of
Secured Party's offices or elsewhere, for cash, on credit or for future
delivery, at such time or times and at such price or prices and upon such
other terms as are commercially reasonable. Secured Party or any Lender or
Interest Rate Exchanger may be the purchaser of any or all of the Pledged
Collateral of any Pledgor at any such sale and Secured Party, as agent for
and representative of Lenders and Interest Rate Exchangers (but not any
Lender or Lenders or Interest Rate Exchanger or Interest Rate Exchangers in
its or their respective individual capacities unless Required Lenders shall
otherwise agree in writing), shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion
of the Pledged Collateral of any Pledgor sold at any such public sale, to use
and apply any of the Secured Obligations of such Pledgor as a credit on
account of the purchase price for any Pledged Collateral of such Pledgor
payable by Secured Party at such sale. Each purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of
the applicable Pledgor, and each Pledgor hereby waives (to the extent
permitted by applicable law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted. Each Pledgor agrees that, to
the extent notice of sale shall be required by law, at least ten days' prior
written notice to such Pledgor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute
reasonable notification. Secured Party shall not be obligated to make any
sale of Pledged Collateral regardless of notice of sale having been given.
Secured Party may adjourn any public or private

G2-8

sale from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place to
which it was so adjourned. Each Pledgor hereby waives, to the fullest extent
permitted under applicable law, any claims against Secured Party arising by
reason of the fact that the price at which any Pledged Collateral of such
Pledgor may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if Secured Party
accepts the first offer received and does not offer such Pledged Collateral
to more than one offeree. If the proceeds of any sale or other disposition of
the Pledged Collateral of any Pledgor are insufficient to pay all the Secured
Obligations of such Pledgor, such Pledgor shall be liable for the deficiency,
including the fees of any attorneys employed by Secured Party to collect such
deficiency.

(b) Each Pledgor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended from time to
time (the "SECURITIES ACT"), and applicable state securities laws, Secured
Party may be compelled, with respect to any sale of all or any part of the
Pledged Collateral of such Pledgor conducted without prior registration or
qualification of such Pledged Collateral under the Securities Act and/or such
state securities laws, to limit purchasers to those who will agree, among
other things, to acquire such Pledged Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges that any such private sales may be at prices and on
terms less favorable than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration
statement under the Securities Act) and, notwithstanding such circumstances
and the registration rights granted to Secured Party by such Pledgor pursuant
to SECTION 12, such Pledgor agrees that any such private sale shall not be
considered not to have been made in a commercially reasonable manner solely
by reason that Secured Party shall not have effected a public sale and that
Secured Party shall have no obligation to engage in public sales and no
obligation to delay the sale of any of its Pledged Collateral for the period
of time necessary to permit the issuer thereof to register it for a form of
public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree
to so register it.

(c) If Secured Party determines to exercise its right to sell any
or all of the Pledged Collateral of any Pledgor, upon written request, such
Pledgor shall and shall cause each issuer of any of its Pledged Shares to be
sold hereunder from time to time to furnish to Secured Party all such
information as Secured Party may request in order to determine the number of
shares and other instruments included in such Pledged Collateral which may be
sold by Secured Party in exempt transactions under the Securities Act and the
rules and regulations of the Securities and Exchange Commission thereunder,
as the same are from time to time in effect.

SECTION 12. REGISTRATION RIGHTS. If Secured Party shall determine
to exercise its right to sell all or any of the Pledged Collateral of any
Pledgor pursuant to SECTION 11, such Pledgor agrees that, upon request of
Secured Party (which request may be made by Secured Party in its sole
discretion), such Pledgor will, at its own expense:

(a) execute and deliver, and cause each issuer of such Pledgor's
Pledged Collateral contemplated to be sold and the directors and officers
thereof to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts and things, as may be necessary or, in
the opinion of Secured Party, advisable to register such Pledged

G2-9

Collateral under the provisions of the Securities Act and to cause the
registration statement relating thereto to become effective and to remain
effective for such period as prospectuses are required by law to be
furnished, and to make all amendments and supplements thereto and to the
related prospectus which, in the opinion of Secured Party, are necessary or
advisable, all in conformity with the requirements of the Securities Act and
the rules and regulations of the Securities and Exchange Commission
applicable thereto;

(b) use its best efforts to qualify such Pledged Collateral under
all applicable state securities or "BLUE SKY" laws and to obtain all
necessary governmental approvals for the sale of such Pledged Collateral, as
requested by Secured Party;

(c) cause each such issuer to make available to its security
holders, as soon as practicable, an earnings statement which will satisfy the
provisions of Section 11(a) of the Securities Act;

(d) do or cause to be done all such other acts and things as may
be necessary to make such sale of such Pledged Collateral or any part thereof
valid and binding and in compliance with applicable law; and

(e) bear all costs and expenses, including reasonable attorneys'
fees, of carrying out its obligations under this SECTION 12.

Each Pledgor further agrees that a breach of any of the covenants
contained in this SECTION 12 will cause irreparable injury to Secured Party,
that Secured Party has no adequate remedy at law in respect of such breach
and, as a consequence, that, to the fullest extent permitted under applicable
law, each and every covenant contained in this SECTION 12 shall be
specifically enforceable against such Pledgor, and such Pledgor hereby, to
the fullest extent permitted under applicable law, waives and agrees not to
assert any defenses against an action for specific performance of such
covenants except for a defense that no default has occurred giving rise to
the Secured Obligations becoming due and payable prior to their stated
maturities. Nothing in this SECTION 12 shall in any way alter the rights of
Secured Party under SECTION 11.

SECTION 13. APPLICATION OF PROCEEDS. Except as expressly provided
elsewhere in this Agreement, all proceeds received by Secured Party in
respect of any sale of, collection from, or other realization upon all or any
part of the Pledged Collateral of any Pledgor may, in the discretion of
Secured Party, be held by Secured Party as Pledged Collateral of such Pledgor
for, and/or then, or at any time thereafter, applied in full or in part by
Secured Party against, the Secured Obligations of such Pledgor in the
following order of priority:

FIRST: To the payment of all costs and expenses of such sale,
collection or other realization, including reasonable compensation to
Secured Party and any Lender or Interest Rate Exchanger and its agents
and counsel, and all other expenses, liabilities and advances made or
incurred by Secured Party and any Lender or Interest Rate Exchanger in
connection therewith, and all amounts for which Secured Party and any
Lender or Interest Rate Exchanger is entitled to indemnification
hereunder and all advances made by Secured Party and any Lender or
Interest Rate Exchanger hereunder for the account of Pledgor, and to

G2-10

the payment of all costs and expenses paid or incurred by Secured
Party and any Lender or Interest Rate Exchanger in connection with the
exercise of any right or remedy hereunder, all in accordance with
Section 14;

SECOND: To the payment of all other Secured Obligations of such
Pledgor for the ratable benefit of the holders thereof; and

THIRD: To the payment to or upon the order of such Pledgor, or to
whosoever may be lawfully entitled to receive the same or as a court
of competent jurisdiction may direct, of any surplus then remaining
from such proceeds.

SECTION 14. INDEMNITY AND EXPENSES.

(a) Pledgor shall pay to Secured Party to the extent set forth in
Section 2.8 of the Subsidiary Guaranty upon demand the amount of any and all
costs and expenses, including the reasonable fees and expenses of its counsel
and of any experts and agents, that Secured Party may incur in connection
with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon,
any of the Pledged Collateral, (iii) the exercise or enforcement of any of
the rights of Secured Party hereunder, or (iv) the failure by Pledgor to
perform or observe any of the provisions hereof.

(b) In the event of any public sale described in SECTION 12 of
any Pledgor's Pledged Collateral, such Pledgor agrees to indemnify and hold
harmless Secured Party, and each Lender and each of their respective
directors, officers, employees and agents from and against any loss, fee,
cost, expense, damage, liability or claim, joint or several, to which any
such Persons may become subject or for which any of them may be liable (other
than any losses, fees, costs, expenses, damages, liabilities or claims
resulting from the gross negligence or willful misconduct of Secured Party or
any Lender) or the inclusion in any preliminary prospectus, registration
statement, prospectus or other document published or filed in connection with
such public sale, or any amendment or supplement thereto, of any information
that relates to Secured Party or such Lender and was supplied by Secured
Party or such Lender for use therein, under the Securities Act or otherwise,
insofar as such losses, fees, costs, expenses, damages, liabilities or claims
(or any litigation commenced or threatened in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, registration
statement, prospectus or other such document published or filed in connection
with such public sale, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse Secured Party and such
other Persons for any legal or other expenses reasonably incurred by Secured
Party and such other Persons in connection with any litigation, of any nature
whatsoever, commenced or threatened in respect thereof (including any and all
fees, costs and expenses whatsoever reasonably incurred by Secured Party and
such other Persons and counsel for Secured Party and such other Persons in
investigating, preparing for, defending against or providing evidence,
producing documents or taking any other action in respect of, any such
commenced or threatened litigation or any claims asserted). This indemnity
shall be in addition to any liability which any such Pledgor may otherwise
have and shall extend upon the same

G2-11

terms and conditions to each Person, if any, that controls Secured Party or
such Persons within the meaning of the Securities Act.

SECTION 15. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This
Agreement shall create a continuing security interest in the Pledged
Collateral and shall, except as otherwise expressly set forth herein, (a)
remain in full force and effect until the payment in full of all Secured
Obligations (other than any contingent indemnity or expense reimbursement
claims that have yet to be claimed) of such Pledgor, the cancellation or
termination of the Commitments and the cancellation, expiration or cash
collateralization of all outstanding Letters of Credit, (b) be binding upon
each Pledgor, its successors and assigns, and (c) inure, together with the
rights and remedies of Secured Party hereunder, to the benefit of Secured
Party and its successors, transferees and assigns. Without limiting the
generality of the foregoing clause (c), but subject to the provisions of
subsections 11.10 and 11.11 of the Credit Agreement, any Lender may assign or
otherwise transfer any Loans held by it to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to Lenders herein or otherwise. Upon the payment in full of all
Secured Obligations (other than any contingent indemnity or expense
reimbursement claims which at the time of such payment have yet to be
claimed), the cancellation or termination of the Commitments and the
cancellation, expiration or cash collateralization of all outstanding Letters
of Credit, the security interest granted hereby shall terminate and all
rights to the Pledged Collateral shall revert to the applicable Pledgor.
Upon any such termination Secured Party will, at the applicable Pledgor's
expense, execute and deliver to such Pledgor such documents as such Pledgor
shall reasonably request to evidence such termination and such Pledgor shall
be entitled to the return, upon its request and at its expense, against
receipt and without recourse to Secured Party, of such of such Pledgor's
Pledged Collateral as shall not have been sold in accordance with this
Agreement or otherwise applied pursuant to the terms hereof.

SECTION 16. SECURED PARTY AS ADMINISTRATIVE AGENT.

(a) Secured Party has been appointed to act as Secured Party
hereunder by Lenders and, by their acceptance of the benefits hereof,
Interest Rate Exchangers. Secured Party shall be obligated, and shall have
the right hereunder, to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or refrain from taking any action
(including the release or substitution of Pledged Collateral), solely in
accordance with this Agreement and the Credit Agreement; PROVIDED that
Secured Party shall exercise, or refrain from exercising, any remedies
provided for in SECTION 11 in accordance with the instructions of (i)
Required Lenders or (ii) after payment in full of all Obligations under the
Credit Agreement and the other Loan Documents, the holders of a majority of
the aggregate notional amount under all Lender Interest Rate Agreements
(Required Lenders or, if applicable, such holders being referred to herein as
"REQUISITE OBLIGEES"). In furtherance of the foregoing provisions of this
SECTION 16(a), each Interest Rate Exchanger, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize
upon any of the Pledged Collateral hereunder, it being understood and agreed
by such Interest Rate Exchanger that all rights and remedies hereunder may be
exercised solely by Secured Party for the benefit of Lenders and Interest
Rate Exchangers in accordance with the terms of this SECTION 16(a).

G2-12

(b) Secured Party shall at all times be the same Person that is
Administrative Agent under the Credit Agreement. Written notice of
resignation by Administrative Agent pursuant to subsection 9.4 of the Credit
Agreement shall also constitute notice of resignation as Secured Party under
this Agreement, and appointment of a successor Administrative Agent pursuant
to subsection 9.4 of the Credit Agreement shall also constitute appointment
of a successor Secured Party under this Agreement. Upon the acceptance of
any appointment as Administrative Agent under subsection 9.4 of the Credit
Agreement by a successor Administrative Agent, that successor Administrative
Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Secured Party under this
Agreement, and the retiring Secured Party under this Agreement shall promptly
(i) transfer to such successor Secured Party all sums, securities and other
items of Collateral held hereunder, together with all records and other
documents necessary or appropriate in connection with the performance of the
duties of the successor Secured Party under this Agreement, and (ii) execute
and deliver to such successor Secured Party such amendments to financing
statements, and take such other actions, as may be necessary or appropriate
in connection with the assignment to such successor Secured Party of the
security interests created hereunder, whereupon such retiring Secured Party
shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent's resignation hereunder as Secured
Party, the provisions of this Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it under this Agreement while it was
Secured Party hereunder.

SECTION 17. AMENDMENTS; ETC. No amendment, modification,
termination or waiver of any provision of this Agreement, and no consent to
any departure by any Pledgor therefrom, shall in any event be effective
unless the same shall be in writing and signed by Secured Party and, in the
case of any such amendment or modification, by the Pledgors. Any such waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which it was given.

SECTION 20. SEVERABILITY. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and

G2-13

enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

SECTION 22. GOVERNING LAW; TERMS; RULES OF CONSTRUCTION. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE UNIFORM
COMMERCIAL CODE PROVIDES THAT THE PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR PLEDGED
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK. Unless otherwise defined herein or in the Credit Agreement, terms
used in Articles 8 and 9 of the Uniform Commercial Code in the State of New
York are used herein as therein defined.

SECTION 23. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. 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 PARTIES
HERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK
COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY,
AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. EACH PLEDGOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK. EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VALUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

G2-14

NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY AGENT, ANY
LENDER OR ANY ISSUER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR AFFECT THE RIGHT OF ANY SUCH PERSON TO BRING ANY ACTION OR PROCEEDING
AGAINST ANY PLEDGOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS.

TO THE EXTENT ANY PLEDGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR TO ITS PROPERTY,
EACH PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT EXECUTED OR TO
BE EXECUTED BY IT.

SECTION 24. WAIVER OF JURY TRIAL. THE AGENTS, THE ISSUERS, THE
LENDERS 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 AGREEMENT
OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS OR
THE PLEDGOR RELATING THERETO. EACH OF THE PLEDGORS 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 AGENTS AND THE
LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

SECTION 25. COUNTERPARTS. This Agreement may be executed in one
or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

[Remainder of page intentionally left blank]

G2-15

IN WITNESS WHEREOF, the Pledgors and Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

XXXXXXX/MAY, INC.

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000

S-1

XXXXXXX/GLOBAL, INC.

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000

XXXXXXX REAL ESTATE COMPANY

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-2a

XXXXXXX/MAGNUS PUBLISHING CORPORATION

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/NEW YORK COMPANY

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000

S-2b

XXXXXXX INTERNATIONAL INC.

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-2c

FMC RESOURCE MANAGEMENT CORPORATION

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX TRAINING AND
TECHNOLOGY, INC.

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-2d

XXXXXXX/EXECUTECH, INC.

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/XXXXXXX, INC.

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-2e

XXXXXXX/ALTERNATIVES, INC.

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

Notice Address:
---------------

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-2f

U.S. BANK NATIONAL ASSOCIATION,
as Secured Party

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

Notice Address:
---------------

U.S. Bank National Association
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000

S-3

SCHEDULE I

Attached to and forming a part of the Pledge Agreement dated as of
November 23, 1999 among the Pledgors listed on the signature pages thereof,
and U.S. Bank National Association, as Secured Party.

Part A

Percentage of
Issued and
Outstanding
Class of Stock Certi- Par Number of Shares of
Pledgor Stock Issuer Stock ficate Nos. Value Shares Relevant Class
------- ------------ -------- ------------ ----- --------- --------------

Part B

Pledgor Debt Issuer Amount of Indebtedness
------- ----------- ----------------------

Schedule I-1

SCHEDULE II

PLEDGE AMENDMENT

This Pledge Amendment, dated ____________, _____, is delivered pursuant to
SECTION 6(b) of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Pledge Amendment may be attached to the Pledge Agreement dated
November 23, 1999, among the Pledgors listed on the signature pages thereof and
U.S. Bank National Association, as Secured Party (the "PLEDGE AGREEMENT,"
capitalized terms defined therein being used herein as therein defined), and
that the [Pledged Shares] [Pledged Debt] listed on this Pledge Amendment shall
be deemed to be part of the [Pledged Shares] [Pledged Debt] and shall become
part of the Pledged Collateral and shall secure all Secured Obligations.

[NAME OF PLEDGOR]

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

Schedule II-1

Schedule II-2

Pledgor Debt Issuer Amount of Indebtedness
------- ----------- ----------------------

Schedule II-3

EXHIBIT H

FORM OF SUBSIDIARY GUARANTY

This SUBSIDIARY GUARANTY is entered into as of November 23, 1999 by
EACH OF THE UNDERSIGNED (each, a "GUARANTOR"; and collectively, the
"GUARANTORS") in favor of and for the benefit of U.S. Bank National
Association, as Administrative Agent for and representative of (in such
capacity herein called "GUARANTIED PARTY") the financial institutions
("LENDERS") party to the Credit Agreement referred to below and any Interest
Rate Exchangers (as hereinafter defined), and, subject to SUBSECTION 3.12,
for the benefit of the other Beneficiaries (as hereinafter defined).

RECITALS

X. Xxxxxxx Communications LLC, a Delaware limited liability
company (the "COMPANY"), and Xxxxxxx Corporation, a Minnesota corporation, as
guarantor, have entered into that certain Credit Agreement dated as of
November 23, 1999 with the Lenders, DLJ Capital Funding, Inc., as Syndication
Agent for the Lenders, Xxxxx Fargo Bank, N.A., as Documentation Agent for the
Lenders, and Guarantied Party, as Administrative Agent for the Lenders (said
Credit Agreement, as it may hereafter be amended, supplemented or otherwise
modified from time to time, being the "CREDIT AGREEMENT"; capitalized terms
defined therein and not otherwise defined herein being used herein as therein
defined).

B. Company may from time to time enter, or may from time to time
have entered, into one or more Rate Protection Agreements (collectively, the
"LENDER INTEREST RATE AGREEMENTS") with or one or more Lenders or their
Affiliates (such Lenders or Affiliates, in such capacity, collectively,
"INTEREST RATE EXCHANGERS") permitted under the terms of the Credit
Agreement, and it is desired that the obligations of Company under the Lender
Interest Rate Agreements, including the obligation of Company to make
payments thereunder in the event of early termination thereof (all such
obligations being the "INTEREST RATE OBLIGATIONS"), together with all
obligations of Company under the Credit Agreement and the other Loan
Documents, be guarantied hereunder.

C. A portion of the proceeds of the Loans may be advanced to
Guarantors and thus the Guarantied Obligations (as hereinafter defined) are
being incurred for and will inure to the benefit of Guarantors (which
benefits are hereby acknowledged).

D. It is a condition precedent to the making of the initial
Loans under the Credit Agreement that Company's obligations thereunder be
guarantied by Guarantors.

E. Guarantors are willing irrevocably and unconditionally to
guaranty such obligations of Company.

NOW, THEREFORE, based upon the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce Lenders and Guarantied Party to enter
into the Credit Agreement and to make Loans and

H-1

other extensions of credit thereunder and to induce Interest Rate Exchangers
to enter into the Lender Interest Rate Agreements, Guarantors hereby agree as
follows:

SECTION 1. DEFINITIONS

1.1 CERTAIN DEFINED TERMS. As used in this Guaranty, the following
terms shall have the following meanings unless the context otherwise requires:

"BENEFICIARIES" means Guarantied Party, Lenders and any Interest Rate
Exchangers.

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

"GUARANTIED OBLIGATIONS" has the meaning assigned to that term in SUBSECTION
2.1.

"GUARANTY" means this Subsidiary Guaranty dated as of November 23 1999, as it
may be amended, supplemented or otherwise modified from time to time.

"PAYMENT IN FULL", "PAID IN FULL" or any similar term means payment in full
of the Guarantied Obligations, including all principal, interest, costs, fees
and expenses (including reasonable legal fees and expenses) of Beneficiaries
as required under the Loan Documents and the Lender Interest Rate Agreements.

1.2 DEFINED TERMS IN CREDIT AGREEMENT. All capitalized terms used and
not otherwise defined herein shall have the meanings given such terms in the
Credit Agreement.

1.3 INTERPRETATION.

(a) References to "Sections" and "subsections" shall be to Sections and
subsections, respectively, of this Guaranty unless otherwise specifically
provided.

(b) In the event of any conflict or inconsistency between the terms,
conditions and provisions of this Guaranty and the terms, conditions and
provisions of the Credit Agreement, the terms, conditions and provisions of
this Guaranty shall prevail.

SECTION 2. THE GUARANTY

2.1 GUARANTY OF THE GUARANTIED OBLIGATIONS. Subject to the provisions
of SUBSECTION 2.2(a), Guarantors jointly and severally hereby irrevocably and
unconditionally guaranty the due and punctual payment in full of all
Guarantied Obligations when the same shall become due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
Section 362(a)). The term "GUARANTIED OBLIGATIONS" means:

(a) any and all Obligations of Company and any and all Interest Rate
Obligations, in each case now or hereafter made, incurred or created, whether
absolute or contingent, liquidated or unliquidated, whether due or not due, and
however arising under or in connection with the Credit Agreement and the other
Loan Documents and the Lender Interest

H-2

Rate Agreements, including those arising under successive borrowing
transactions under the Credit Agreement which shall either continue the
Obligations of Company or from time to time renew them after they have been
satisfied and including interest which, but for the filing of a petition in
bankruptcy with respect to Company, would have accrued on any Guarantied
Obligations, whether or not a claim is allowed against Company for such
interest in the related bankruptcy proceeding; and

(b) those expenses set forth in SUBSECTION 2.8 hereof.

2.2 LIMITATION ON AMOUNT GUARANTIED; CONTRIBUTION BY GUARANTORS.

(a) Anything contained in this Guaranty to the contrary
notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is
determined by a court of competent jurisdiction to be applicable to the
obligations of any Guarantor under this Guaranty, such obligations of such
Guarantor hereunder shall be limited to a maximum aggregate amount equal to
the largest amount that would not render its obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title
11 of the United States Code or any applicable provisions of comparable state
law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving
effect to all other liabilities of such Guarantor, contingent or otherwise,
that are relevant under the Fraudulent Transfer Laws (specifically excluding,
however, any liabilities of such Guarantor (x) in respect of intercompany
indebtedness to Company or other affiliates of Company to the extent that
such indebtedness would be discharged in an amount equal to the amount paid
by such Guarantor hereunder and (y) under any guaranty of Subordinated
Indebtedness, which guaranty contains a limitation as to maximum amount
similar to that set forth in this SUBSECTION 2.2(a), pursuant to which the
liability of such Guarantor hereunder is included in the liabilities taken
into account in determining such maximum amount) and after giving effect as
assets to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,
indemnification or contribution of such Guarantor pursuant to applicable law
or pursuant to the terms of any agreement (including any such right of
contribution under SUBSECTION 2.2(b)).

(b) Guarantors under this Guaranty together desire to allocate
among themselves (collectively, the "CONTRIBUTING GUARANTORS"), in a fair and
equitable manner, their obligations arising under this Guaranty.
Accordingly, in the event any payment or distribution is made on any date by
any Guarantor under this Guaranty (a "FUNDING GUARANTOR") that exceeds its
Fair Share (as defined below) as of such date, that Funding Guarantor shall
be entitled to a contribution from each of the other Contributing Guarantors
in the amount of such other Contributing Guarantor's Fair Share Shortfall (as
defined below) as of such date, with the result that all such contributions
will cause each Contributing Guarantor's Aggregate Payments (as defined
below) to equal its Fair Share as of such date. "FAIR SHARE" means, with
respect to a Contributing Guarantor as of any date of determination, an
amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined
below) with respect to such Contributing Guarantor to (y) the aggregate of
the Adjusted Maximum Amounts with respect to all Contributing Guarantors
MULTIPLIED BY (ii) the aggregate amount paid or distributed on or before such
date by all Funding Guarantors under this Guaranty in respect of the
obligations guarantied. "FAIR SHARE SHORTFALL" means, with respect to a
Contributing Guarantor as of any

H-3

date of determination, the excess, if any, of the Fair Share of such
Contributing Guarantor over the Aggregate Payments of such Contributing
Guarantor. "ADJUSTED MAXIMUM AMOUNT" means, with respect to a Contributing
Guarantor as of any date of determination, the maximum aggregate amount of
the obligations of such Contributing Guarantor under this Guaranty determined
as of such date, in the case of any Guarantor, in accordance with SUBSECTION
2.2(a); PROVIDED that, solely for purposes of calculating the Adjusted
Maximum Amount with respect to any Contributing Guarantor for purposes of
this SUBSECTION 2.2(b), any assets or liabilities of such Contributing
Guarantor arising by virtue of any rights to subrogation, reimbursement or
indemnification or any rights to or obligations of contribution hereunder
shall not be considered as assets or liabilities of such Contributing
Guarantor. "AGGREGATE PAYMENTS" means, with respect to a Contributing
Guarantor as of any date of determination, an amount equal to (i) the
aggregate amount of all payments and distributions made on or before such
date by such Contributing Guarantor in respect of this Guaranty (including in
respect of this SUBSECTION 2.2(b)) MINUS (ii) the aggregate amount of all
payments received on or before such date by such Contributing Guarantor from
the other Contributing Guarantors as contributions under this SUBSECTION
2.2(b). The amounts payable as contributions hereunder shall be determined
as of the date on which the related payment or distribution is made by the
applicable Funding Guarantor. The allocation among Contributing Guarantors
of their obligations as set forth in this SUBSECTION 2.2(b) shall not be
construed in any way to limit the liability of any Contributing Guarantor
hereunder.

2.3 PAYMENT BY GUARANTORS; APPLICATION OF PAYMENTS.

(a) Subject to the provisions of SUBSECTION 2.2(a), Guarantors
hereby jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Company to pay
any of the Guarantied Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section
362(a)), Guarantors will upon demand pay, or cause to be paid, in cash, to
Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to
the sum of the unpaid principal amount of all Guarantied Obligations then due as
aforesaid, accrued and unpaid interest then due or 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. 362(a), and the operation of Sections 502(b)
and 506(b) of the Untied States Bankruptcy Code, 11 U.S.C. 502(b) and 506(b), on
such Guarantied Obligations (including interest which, but for the filing of a
petition in bankruptcy with respect to Company, would have accrued on such
Guarantied Obligations, whether or not a claim is allowed against Company for
such interest in the related bankruptcy proceeding) and all other Guarantied
Obligations then due and owing to Beneficiaries as aforesaid. All such payments
from any Guarantor shall be applied promptly from time to time by Guarantied
Party:

FIRST, to the payment of the costs and expenses of any collection or
other realization from such Guarantor under this Guaranty, including
reasonable compensation to Guarantied Party or any Lender or Interest
Rate Exchanger and its respective agents and counsel, and all
expenses, liabilities and advances made

H-4

or incurred by Guarantied Party or any Lender or Interest Rate
Exchanger in connection therewith;

SECOND, to the payment of all other obligations of such Guarantor in
respect of Guarantied Obligations for the ratable benefit of the
holders thereof; and

THIRD, after payment in full of all obligations of such Guarantor in
respect of Guarantied Obligations, to the payment to such Guarantor,
or its successors or assigns, or to whomsoever may be lawfully
entitled to receive the same or as a court of competent jurisdiction
may direct, of any surplus then remaining from such payments.

2.4 LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor agrees that, subject
to Section 2.2(a), its obligations hereunder are, to the fullest extent
permitted under applicable law, irrevocable, absolute, independent and
unconditional and shall not be affected by any circumstance which constitutes a
legal or equitable discharge of a guarantor or surety other than payment in full
of the Guarantied Obligations. In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees as follows:

(a) This Guaranty is a guaranty of payment when due and not of
collectibility.

(b) Guarantied Party may enforce this Guaranty upon the occurrence
of an Event of Default under the Credit Agreement notwithstanding the existence
of any dispute between Company and any Beneficiary with respect to the existence
of such Event of Default.

(c) The obligations of each Guarantor hereunder are independent of
the obligations of Company under the Loan Documents or the Lender Interest Rate
Agreements and the obligations of any other guarantor (including any other
Guarantor) of the obligations of Company under the Loan Documents or the Lender
Interest Rate Agreements, and a separate action or actions may be brought and
prosecuted against such Guarantor whether or not any action is brought against
Company or any of such other guarantors and whether or not Company is joined in
any such action or actions.

(d) Payment by any Guarantor of a portion, but not all, of the
Guarantied Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guarantied Obligations which has
not been paid. Without limiting the generality of the foregoing, if Guarantied
Party is awarded a judgment in any suit brought to enforce any Guarantor's
covenant to pay a portion of the Guarantied Obligations, such judgment shall not
be deemed to release such Guarantor from its covenant to pay the portion of the
Guarantied Obligations that is not the subject of such suit, and such judgment
shall not, except to the extent satisfied by such Guarantor, limit, affect,
modify or abridge any other Guarantor's liability hereunder in respect of the
Guarantied Obligations.

(e) Any Beneficiary, upon such terms as it deems appropriate,
without notice or demand and without affecting the validity or enforceability of
this Guaranty or giving rise to any reduction, limitation, impairment, discharge
or termination of any Guarantor's liability hereunder, from time to time may,
subject to such consent of the Company as may be required

H-5

under the agreements to and documents governing such Guarantied Obligations,
(i) renew, extend, accelerate, increase the rate of interest on, or otherwise
change the time, place, manner or terms of payment of the Guarantied
Obligations, (ii) settle, compromise, release or discharge, or accept or
refuse any offer of performance with respect to, or substitutions for, the
Guarantied Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii)
request and accept other guaranties of the Guarantied Obligations and take
and hold security for the payment of this Guaranty or the Guarantied
Obligations; (iv) release, surrender, exchange, substitute, compromise,
settle, rescind, waive, alter, subordinate or modify, with or without
consideration, any security for payment of the Guarantied Obligations, any
other guaranties of the Guarantied Obligations, or any other obligation of
any Person (including any other Guarantor) with respect to the Guarantied
Obligations; (v) enforce and apply any security now or hereafter held by or
for the benefit of such Beneficiary in respect of this Guaranty or the
Guarantied Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that such Beneficiary may have against any
such security, in each case as such Beneficiary in its discretion may
determine consistent with the Credit Agreement or the applicable Lender
Interest Rate Agreement and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or
nonjudicial sales, whether or not, to the fullest extent permitted under
applicable law, every aspect of any such sale is commercially reasonable, and
even though such action operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of any Guarantor
against Company or any security for the Guarantied Obligations; and (vi)
exercise any other rights available to it under the Loan Documents or the
Lender Interest Rate Agreements.

(f) This Guaranty and the obligations of Guarantors hereunder shall
be valid and enforceable and shall not be subject to any reduction, limitation,
impairment, discharge or termination for any reason (other than pursuant to
Section 2.2(a) hereof or payment in full of the Guarantied Obligations),
including the occurrence of any of the following, whether or not any Guarantor
shall have had notice or knowledge of any of them: (i) any failure or omission
to assert or enforce or agreement or election not to assert or enforce, or the
stay or enjoining, by order of court, by operation of law or otherwise, of the
exercise or enforcement of, any claim or demand or any right, power or remedy
(whether arising under the Loan Documents or the Lender Interest Rate
Agreements, at law, in equity or otherwise) with respect to the Guarantied
Obligations or any agreement relating thereto, or with respect to any other
guaranty of or security for the payment of the Guarantied Obligations; (ii) any
rescission, waiver, amendment or modification of, or any consent to departure
from, any of the terms or provisions (including provisions relating to events of
default) of the Credit Agreement, any of the other Loan Documents, any of the
Lender Interest Rate Agreements or any agreement or instrument executed pursuant
thereto, or of any other guaranty or security for the Guarantied Obligations, in
each case whether or not in accordance with the terms of the Credit Agreement or
such Loan Document, such Lender Interest Rate Agreement or any agreement
relating to such other guaranty or security; (iii) the Guarantied Obligations,
or any agreement relating thereto, at any time being found to be illegal,
invalid or unenforceable in any respect; (iv) the application of payments
received from any source (other than payments received pursuant to the other
Loan Documents or any of the Lender Interest Rate Agreements or from the
proceeds of any security for the Guarantied Obligations, except to the extent
such security also serves as collateral for indebtedness other than the
Guarantied Obligations) to the payment of indebtedness other than

H-6

the Guarantied Obligations, even though any Beneficiary might have elected to
apply such payment to any part or all of the Guarantied Obligations; (v) any
Beneficiary's consent to the change, reorganization or termination of the
corporate structure or existence of Company or any of its Subsidiaries and to
any corresponding restructuring of the Guarantied Obligations; (vi) any
failure to perfect or continue perfection of a security interest in any
collateral which secures any of the Guarantied Obligations; (vii) any
defenses, set-offs or counterclaims which Company may allege or assert
against any Beneficiary in respect of the Guarantied Obligations, including
failure of consideration, breach of warranty, payment, statute of frauds,
statute of limitations, accord and satisfaction and usury, PROVIDED that this
clause (vii) shall not prevent assertion of any such counterclaim by separate
suit or compulsory counterclaim; and (viii) any other act or thing or
omission, or delay to do any other act or thing, which may or might in any
manner or to any extent vary the risk of any Guarantor as an obligor in
respect of the Guarantied Obligations.

2.5 WAIVERS BY GUARANTORS. Each Guarantor hereby waives, for the benefit
of Beneficiaries:

(a) any right to require any Beneficiary, as a condition of payment
or performance by such Guarantor, to (i) proceed against Company, any other
guarantor (including any other Guarantor) of the Guarantied Obligations or any
other Person, (ii) proceed against or exhaust any security held from Company,
any such other guarantor or any other Person, (iii) proceed against or have
resort to any balance of any deposit account or credit on the books of any
Beneficiary in favor of Company or any other Person, or (iv) pursue any other
remedy in the power of any Beneficiary whatsoever;

(b) any defense arising by reason of the incapacity, lack of
authority or any disability or other defense of Company including any defense
based on or arising out of the lack of validity or the unenforceability of the
Guarantied Obligations or any agreement or instrument relating thereto or by
reason of the cessation of the liability of Company from any cause other than
payment in full of the Guarantied Obligations;

(c) any defense based upon any statute or rule of law which provides
that the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal;

(d) any defense based upon any Beneficiary's errors or omissions in
the administration of the Guarantied Obligations, except behavior which amounts
to bad faith, gross negligence or willful misconduct;

(e) to the fullest extent permitted under applicable law, (i) any
principles or provisions of law, statutory or otherwise, which are or might be
in conflict with the terms of this Guaranty and any legal or equitable discharge
of such Guarantor's obligations hereunder, (ii) the benefit of any statute of
limitations affecting such Guarantor's liability hereunder or the enforcement
hereof, (iii) any rights to set-offs, recoupments and counterclaims, and
(iv) promptness, diligence and any requirement that any Beneficiary protect,
secure, perfect or insure any security interest or lien or any property subject
thereto;

H-7

(f) notices, demands, presentments, protests, notices of protest,
notices of dishonor and notices of any action or inaction, including acceptance
of this Guaranty, notices of default under the Credit Agreement, the Lender
Interest Rate Agreements or any agreement or instrument related thereto, notices
of any renewal, extension or modification of the Guarantied Obligations or any
agreement related thereto, notices of any extension of credit to Company and
notices of any of the matters referred to in SUBSECTION 2.4 and any right to
consent to any thereof; and

(g) any defenses or benefits that may be derived from or afforded by
law which limit the liability of or exonerate guarantors or sureties, or which
may conflict with the terms of this Guaranty.

2.6 CERTAIN CALIFORNIA LAW WAIVERS. As used in this SUBSECTION 2.6, any
reference to "THE PRINCIPAL" includes Company, and any reference to "THE
CREDITOR" includes each Beneficiary. In accordance with Section 2856 of the
California Civil Code:

(a) each Guarantor agrees (i) to waive any and all rights of
subrogation and reimbursement against Company or against any collateral or
security granted by Company for any of the Guarantied Obligations and (ii) to
withhold the exercise of any and all rights of contribution against any other
guarantor of any of the Guarantied Obligations and against any collateral or
security granted by any such other guarantor for any of the Guarantied
Obligations until the Guarantied Obligations shall have been paid in full (other
than Guarantied Obligations for indemnity or expense reimbursement that have not
yet been claimed), the Commitments shall have terminated and all Letters of
Credit shall have expired, been cancelled or been cash collateralized, all as
more fully set forth in SUBSECTION 2.7;

(b) each Guarantor waives any and all other rights and defenses
available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899
and 3433 of the California Civil Code, including any and all rights or defenses
such Guarantor may have by reason of protection afforded to the principal with
respect to any of the Guarantied Obligations, or to any other guarantor
(including any other Guarantor) of any of the Guarantied Obligations with
respect to any of such guarantor's obligations under its guaranty, in either
case pursuant to the antideficiency or other laws of the State of California
limiting or discharging the principal's indebtedness or such guarantor's
obligations, including Section 580a, 580b, 580d, or 726 of the California Code
of Civil Procedure; and

(c) each Guarantor waives all rights and defenses arising out of an
election of remedies by the creditor, even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for any Guarantied
Obligation, has destroyed such Guarantor's rights of subrogation and
reimbursement against the principal by the operation of Section 580d of the Code
of Civil Procedure or otherwise; and even though that election of remedies by
the creditor, such as nonjudicial foreclosure with respect to security for an
obligation of any other guarantor (including any other Guarantor) of any of the
Guarantied Obligations, has destroyed such Guarantor's rights of contribution
against such other guarantor.

No other provision of this Guaranty shall be construed as limiting
the generality of any of the covenants and waivers set forth in this
SUBSECTION 2.6. In accordance with

H-8

SUBSECTION 3.6 below, this Guaranty shall be governed by, and
shall be construed and enforced in accordance with, the internal laws of the
State of New York, without regard to conflicts of laws principles. This
SUBSECTION 2.6 is included solely out of an abundance of caution, and shall not
be construed to mean that any of the above-referenced provisions of California
law are in any way applicable to this Guaranty or to any of the Guarantied
Obligations.

2.7 GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Each Guarantor
hereby agrees that it will not assert any claim, right or remedy, in each case
direct or indirect, that such Guarantor now has or may hereafter have against
Company or any of its assets in connection with this Guaranty or the performance
by such Guarantor of its obligations hereunder, in each case whether such claim,
right or remedy arises in equity, under contract, by statute (including under
California Civil Code Section 2847, 2848 or 2849), under common law or otherwise
and including (a) any right of subrogation, reimbursement or indemnification
that such Guarantor now has or may hereafter have against Company, (b) any right
to enforce, or to participate in, any claim, right or remedy that any
Beneficiary now has or may hereafter have against Company, and (c) any benefit
of, and any right to participate in, any collateral or security now or hereafter
held by any Beneficiary unless and until the Guarantied Obligations (other than
Guarantied Obligations in respect of indemnification and expense reimbursement
not yet claimed) shall have been indefeasibly paid in full, the Commitments
shall have terminated and all Letters of Credit shall have expired, been
cancelled or been cash collateralized. In addition, until the Guarantied
Obligations (other than Guarantied Obligations in respect of indemnity and
expense reimbursement not yet claimed) shall have been indefeasibly paid in full
and the Commitments shall have terminated and all Letters of Credit shall have
expired, been cancelled, or been cash collateralized each Guarantor shall
withhold exercise of any right of contribution such Guarantor may have against
any other guarantor (including any other Guarantor) of the Guarantied
Obligations (including any such right of contribution under California Civil
Code Section 2848 or under subSECTION 2.2(b)).

2.8 EXPENSES. Subject to Section 2.2(a), Guarantors jointly and severally
agree to pay, or cause to be paid, on demand, and to save Beneficiaries harmless
against liability for, any and all costs and expenses (including reasonable
fees, costs of settlement and disbursements of counsel) incurred or expended by
any Beneficiary in connection with the enforcement of or preservation of any
rights under this Guaranty.

2.9 CONTINUING GUARANTY. This Guaranty is a continuing guaranty and shall
remain in effect until all of the Guarantied Obligations shall have been paid in
full and the Commitments shall have terminated and all Letters of Credit shall
have expired, been cancelled or cash collateralized. Each Guarantor hereby
irrevocably waives any right (including any such right arising under California
Civil Code Section 2815) to revoke this Guaranty as to future transactions
giving rise to any Guarantied Obligations.

2.10 FINANCIAL CONDITION OF COMPANY. Any Loans may be granted to Company
or continued from time to time, and any Lender Interest Rate Agreements may be
entered into from time to time, in each case without notice to or authorization
from any Guarantor regardless of the financial or other condition of Company at
the time of any such grant or continuation or at the time such Lender Interest
Rate Agreement is entered into, as the case may be. No Beneficiary shall have
any obligation to disclose or discuss with any Guarantor its assessment,

H-9

or any Guarantor's assessment, of the financial condition of Company. Each
Guarantor has adequate means to obtain information from Company on a
continuing basis concerning the financial condition of Company and its
ability to perform its obligations under the Loan Documents and the Lender
Interest Rate Agreements, and each Guarantor assumes the responsibility for
being and keeping informed of the financial condition of Company and of all
circumstances bearing upon the risk of nonpayment of the Guarantied
Obligations. Each Guarantor hereby waives and relinquishes any duty on the
part of any Beneficiary to disclose any matter, fact or thing relating to the
business, operations or conditions of Company now known or hereafter known by
any Beneficiary.

2.11 RIGHTS CUMULATIVE. The rights, powers and remedies given to
Beneficiaries by this Guaranty are cumulative and shall be in addition to and
independent of all rights, powers and remedies given to Beneficiaries by virtue
of any statute or rule of law or in any of the other Loan Documents, any of the
Lender Interest Rate Agreements or any agreement between any Guarantor and any
Beneficiary or Beneficiaries or between Company and any Beneficiary or
Beneficiaries. Any forbearance or failure to exercise, and any delay by any
Beneficiary in exercising, any right, power or remedy hereunder shall not impair
any such right, power or remedy or be construed to be a waiver thereof, nor
shall it preclude the further exercise of any such right, power or remedy.

2.12 BANKRUPTCY; POST-PETITION INTEREST; REINSTATEMENT OF GUARANTY.

(a) So long as any Guarantied Obligations remain outstanding (other
than Guarantied Obligations in respect of indemnity and expense reimbursement
not yet claimed), Guarantor shall not, without the prior written consent of
Guarantied Party acting pursuant to the instructions of Required Lenders,
commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency proceedings of or against Company.

(b) In the event that all or any portion of the Guarantied
Obligations is paid by Company, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may
be, in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from any Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded
or recovered shall constitute Guarantied Obligations for all purposes under this
Guaranty.

2.13 SET OFF. Each Beneficiary shall, upon the occurrence of any Event of
Default described in clauses (b) through (d) of Section 8.1.9 of the Credit
Agreement with respect to any Obligor (other than Immaterial Subsidiaries) or,
with the consent of the Required Lenders, upon the occurrence of any other Event
of Default, to the fullest extent permitted by law, have the right to
appropriate and apply to the payment of the Obligations of any Guarantor then
due to it from such Guarantor, and (as security of such Obligations) each
Guarantor hereby grants to each Beneficiary a continuing security interest in,
any and all balances, credits, deposits, accounts or moneys of such Guarantor
(general or special, matured or unmatured and in whatever currencies
denominated) then or thereafter maintained with or otherwise held by such
Beneficiary, provided, however, that any such appropriation and application
shall be subject to the provisions of Section 4.8 of the Credit Agreement. Each
Beneficiary agrees promptly to notify the Company, the applicable Guarantors and
the Administrative Agent after any such

H-10

setoff and application made by such Beneficiary; provided, however, that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Beneficiary under this Section are in
addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which such Beneficiary may have.

2.14 DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If all of the stock of
any Guarantor or any of its successors in interest under this Guaranty shall be
sold or otherwise disposed of (including by merger or consolidation) in a
transaction permitted under the Credit Agreement or otherwise consented to by
Required Lenders, or if a Guarantor shall be designated as an Unrestricted
Subsidiary in accordance with the Credit Agreement, the Guaranty of such
Guarantor or such successor in interest, as the case may be, hereunder shall
automatically be discharged and released without any further action by any
Beneficiary or any other Person effective as of the time of such asset
disposition or designation.

SECTION 3. MISCELLANEOUS

3.1 SURVIVAL OF WARRANTIES. All agreements, representations and
warranties made herein shall survive the execution and delivery of this Guaranty
and the other Loan Documents and the Lender Interest Rate Agreements and any
increase in the Commitments under the Credit Agreement.

3.2 NOTICES. Any communications between Guarantied Party and any
Guarantor shall be in writing or by facsimile and addressed, delivered or
transmitted to such party at its address as set forth on the signature pages
hereof or to such other addresses or facsimile number as each such party may
designate in a written notice delivered to the other parties. Any notice,
request or demand to or upon Guarantied Party or any Guarantor shall be
effective if mailed and properly addressed with postage prepaid or properly
addressed and sent by prepaid courier service, or, if transmitted by facsimile,
shall be deemed given when transmitted (and telephonic confirmation of receipt
thereof has been received).

3.3 SEVERABILITY. In case any provision in or obligation under this
Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

3.4 AMENDMENTS AND WAIVERS. No amendment, modification, termination or
waiver of any provision of this Guaranty, and no consent to any departure by any
Guarantor therefrom, shall in any event be effective without the written
concurrence of Guarantied Party and, in the case of any such amendment or
modification, each Guarantor against whom enforcement of such amendment or
modification is sought. Any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.

3.5 HEADINGS. Section and subsection headings in this Guaranty are
included herein for convenience of reference only and shall not constitute a
part of this Guaranty for any other purpose or be given any substantive effect.

3.6 APPLICABLE LAW; RULES OF CONSTRUCTION. THIS GUARANTY AND THE RIGHTS
AND OBLIGATIONS OF GUARANTORS AND BENEFICIARIES

H-11

HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES

3.7 SUCCESSORS AND ASSIGNS. This Guaranty is a continuing guaranty and
shall be binding upon each Guarantor and its respective successors and assigns.
This Guaranty shall inure to the benefit of Beneficiaries and their respective
successors and assigns. No Guarantor shall assign this Guaranty or any of the
rights or obligations of such Guarantor hereunder without the prior written
consent of all Lenders. The terms and provisions of this Guaranty shall inure
to the benefit of any assignee of any Loan pursuant to any assignment made in
accordance with subsections 11.10 and 11.11 of the Credit Agreement, and in the
event of such assignment the rights and privileges herein conferred upon such
Beneficiary shall automatically extend to and be vested in such assignee with
respect to the assigned amounts, all subject to the terms and conditions hereof.

3.8 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. 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 PARTIES HERETO SHALL BE BROUGHT
AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE
COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY, OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK, NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH SUCH LITIGATION. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH GUARANTOR HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY AGENT, ANY
LENDER OR ANY ISSUER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR AFFECT THE RIGHT OF ANY SUCH PERSON TO

H-12

BRING ANY ACTION OR PROCEEDING AGAINST ANY GUARANTOR OR ITS PROPERTY IN THE
COURTS OF ANY OTHER JURISDICTIONS.

TO THE EXTENT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION,
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR TO ITS PROPERTY, EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND EACH OTHER LOAN DOCUMENT EXECUTED OR TO BE EXECUTED BY IT.

3.9 WAIVER OF TRIAL BY JURY. THE AGENTS, THE ISSUERS, THE LENDERS AND THE
GUARANTORS 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 ORAL
OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS OR THE GUARANTORS RELATING
THERETO. EACH OF THE GUARANTORS 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 AGENTS AND THE LENDERS ENTERING INTO THE LOAN
DOCUMENTS.

3.10 NO OTHER WRITING. This writing is intended by Guarantors and
Beneficiaries as the final expression of this Guaranty and, along with any Loan
Documents to which any Guarantor is a party, is also intended as a complete and
exclusive statement of the terms of their agreement with respect to the matters
covered hereby. No course of dealing, course of performance or trade usage, and
no parol evidence of any nature, shall be used to supplement or modify any terms
of this Guaranty. There are no conditions to the full effectiveness of this
Guaranty.

3.11 ADDITIONAL GUARANTORS. The initial Guarantors hereunder shall be such
of the Restricted Subsidiaries of Company as are signatories hereto on the date
hereof. From time to time subsequent to the date hereof, additional Restricted
Subsidiaries of Company may become parties hereto, as additional Guarantors
(each an "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty.
Upon delivery of any such counterpart to Administrative Agent, notice of which
is hereby waived by Guarantors, each such Additional Guarantor shall be a
Guarantor and shall be as fully a party hereto as if such Additional Guarantor
were an original signatory hereof. Each Guarantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Guarantor hereunder, nor by any election of
Administrative Agent not to cause any Restricted Subsidiary of Company to become
an Additional Guarantor hereunder. This Guaranty shall be fully effective as to
any

H-13

Guarantor that is or becomes a party hereto regardless of whether any other
Person becomes or fails to become or ceases to be a Guarantor hereunder.

3.12 COUNTERPARTS; EFFECTIVENESS. This Guaranty may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original for all purposes; but all such counterparts together shall
constitute but one and the same instrument. This Guaranty shall become
effective as to each Guarantor upon the execution of a counterpart hereof by
such Guarantor (whether or not a counterpart hereof shall have been executed by
any other Guarantor) and receipt by Guarantied Party of written or telephonic
notification of such execution and authorization of delivery thereof.

3.13 GUARANTIED PARTY AS ADMINISTRATIVE AGENT.

(a) Guarantied Party has been appointed to act as Guarantied Party
hereunder by Lenders and, by their acceptance of the benefits hereof, Interest
Rate Exchangers. Guarantied Party shall be obligated, and shall have the right
hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action, solely in
accordance with this Guaranty and the Credit Agreement; PROVIDED that Guarantied
Party shall exercise, or refrain from exercising, any remedies hereunder in
accordance with the instructions of (i) Required Lenders or (ii) after payment
in full of all Obligations under the Credit Agreement and the other Loan
Documents, the holders of a majority of the aggregate notional amount under all
Lender Interest Rate Agreements (Required Lenders or, if applicable, such
holders being referred to herein as "REQUISITE OBLIGEES"). In furtherance of
the foregoing provisions of this SUBSECTION 3.14, each Interest Rate Exchanger,
by its acceptance of the benefits hereof, agrees that it shall have no right
individually to enforce this Guaranty, it being understood and agreed by such
Interest Rate Exchanger that all rights and remedies hereunder may be exercised
solely by Guarantied Party for the benefit of Beneficiaries in accordance with
the terms of this SUBSECTION 3.14.

(b) Guarantied Party shall at all times be the same Person that is
Administrative Agent under the Credit Agreement. Written notice of resignation
by Administrative Agent pursuant to subsection 9.4 of the Credit Agreement shall
also constitute notice of resignation as Guarantied Party under this Guaranty,
and appointment of a successor Administrative Agent pursuant to subsection 9.4
of the Credit Agreement shall also constitute appointment of a successor
Guarantied Party under this Guaranty. Upon the acceptance of any appointment as
Administrative Agent under subsection 9.4 of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Guarantied Party under this Guaranty, and the retiring
Guarantied Party under this Guaranty shall promptly (i) transfer to such
successor Guarantied Party all sums held hereunder, together with all records
and other documents necessary or appropriate in connection with the performance
of the duties of the successor Guarantied Party under this Guaranty, and
(ii) take such other actions as may be necessary or appropriate in connection
with the assignment to such successor Guarantied Party of the rights created
hereunder, whereupon such retiring Guarantied Party shall be discharged from its
duties and obligations under this Guaranty. After any retiring Guarantied
Party's resignation hereunder as Guarantied Party, the provisions of this
Guaranty shall inure to

H-14

its benefit as to any actions taken or omitted to be taken by it under this
Guaranty while it was Guarantied Party hereunder.

[Remainder of page intentionally left blank]

H-15

IN WITNESS WHEREOF, each of the undersigned Guarantors has caused this
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of the date first written above.

XXXXXXX REAL ESTATE COMPANY

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/MAGNUS PUBLISHING CORPORATION

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-1

XXXXXXX/NEW YORK COMPANY

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/MAY INC.

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-2

XXXXXXX INTERNATIONAL INC.

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

FMC RESOURCE MANAGEMENT CORPORATION

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-3

XXXXXXX TRAINING AND
TECHNOLOGY, INC.

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/GLOBAL, INC.

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-4

XXXXXXX/EXECUTECH, INC.

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

XXXXXXX/XXXXXXX, INC.

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-5

XXXXXXX/ALTERNATIVES, INC.

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

NOTICE ADDRESS:

Xxxxxxx Corporation
Xxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: General Counsel

S-6

U.S. BANK NATIONAL ASSOCIATION,
as Secured Party

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

NOTICE ADDRESS:

U.S. Bank National Association
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000

S-7

IN WITNESS WHEREOF, the undersigned Additional Guarantor has caused this
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of _________, ____.

--------------------------------------------------
(Name of Additional Guarantor)

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

Address:
---------------------------------------
---------------------------------------
---------------------------------------

S-8

EXHIBIT J

FORM OF LENDER ASSIGNMENT AGREEMENT

This LENDER ASSIGNMENT AGREEMENT (this "AGREEMENT") is entered into
by and between the parties designated as Assignor ("ASSIGNOR") and Assignee
("ASSIGNEE") above the signatures of such parties on the Schedule of Terms
attached hereto and hereby made an integral part hereof (the "SCHEDULE OF
TERMS") and relates to that certain Credit Agreement described in the
Schedule of Terms (said Credit Agreement, as amended, supplemented or
otherwise modified to the date hereof and as it may hereafter be amended,
supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined).

IN CONSIDERATION of the agreements, provisions and covenants herein
contained, the parties hereto hereby agree as follows:

SECTION 1. ASSIGNMENT AND ASSUMPTION.

(a) Effective upon the Settlement Date specified in Item 4 of the
Schedule of Terms (the "SETTLEMENT DATE"), Assignor hereby sells and assigns
to Assignee, without recourse, representation or warranty (except as
expressly set forth herein), and Assignee hereby purchases and assumes from
Assignor, that percentage interest in all of Assignor's rights and
obligations as a Lender arising under the Credit Agreement and the other Loan
Documents with respect to Assignor's Commitments, if any, and outstanding
Loans, if any, which represents, as of the Settlement Date, the percentage
interest specified in Item 3 of the Schedule of Terms of all rights and
obligations of Lenders arising under the Credit Agreement and the other Loan
Documents with respect to the Commitments and any outstanding Loans (the
"ASSIGNED SHARE"). Without limiting the generality of the foregoing, the
parties hereto hereby expressly acknowledge and agree that any assignment of
all or any portion of Assignor's rights and obligations relating to
Assignor's Revolving Loan Commitment shall include the sale to Assignee of a
ratable portion of any participations previously purchased by Assignor
pursuant to Section 2.6.1 of the Credit Agreement or, if Assignor is an
Issuer with respect to any outstanding Letters of Credit, an interest in a
ratable portion of Assignor's retained interest with respect thereto.

(b) In consideration of the assignment described above, Assignee
hereby agrees to pay to Assignor, on the Settlement Date, the principal
amount of any outstanding Loans included within the Assigned Share, together
with accrued and unpaid interest thereon and accrued and unpaid commitment
and letter of credit fees, such payment to be made by wire transfer of
immediately available funds in accordance with the applicable payment
instructions set forth in Item 5 of the Schedule of Terms.

J-1

(c) Assignor hereby represents and warrants that Item 3 of the
Schedule of Terms correctly sets forth the amount of the Commitments, the
outstanding Loans and the Percentage corresponding to the Assigned Share.

(d) Assignor and Assignee hereby agree that, upon giving effect
to the assignment and assumption described above, (i) Assignee shall be a
party to the Credit Agreement and shall have all of the rights and
obligations under the Loan Documents, and shall be deemed to have made all of
the covenants and agreements contained in the Loan Documents, arising out of
or otherwise related to the Assigned Share, and (ii) Assignor shall be
absolutely released from any of such obligations, covenants and agreements
assumed or made by Assignee in respect of the Assigned Share. Assignee
hereby acknowledges and agrees that the agreement set forth in this SECTION
1(d) is expressly made for the benefit of Company, Holdco, Administrative
Agent, Assignor and the other Lenders and their respective successors and
permitted assigns.

(e) Assignor and Assignee hereby acknowledge and confirm their
understanding and intent that (i) this Agreement shall effect the assignment
by Assignor and the assumption by Assignee of Assignor's rights and
obligations with respect to the Assigned Share, (ii) any other assignments by
Assignor of a portion of its rights and obligations with respect to the
Commitments and any outstanding Loans shall have no effect on the
Commitments, the outstanding Loans and the Percentage corresponding to the
Assigned Share as set forth in Item 3 of the Schedule of Terms or on the
interest of Assignee in any outstanding Loans corresponding thereto, and
(iii) from and after the Settlement Date, Administrative Agent shall make all
payments under the Credit Agreement in respect of the Assigned Share
(including all payments of principal and accrued but unpaid interest,
commitment fees and letter of credit fees with respect thereto) to Assignee;
PROVIDED that Assignor and Assignee shall make payments directly to each
other to the extent necessary to effect any appropriate adjustments in any
amounts distributed to Assignor and/or Assignee by Administrative Agent under
the Loan Documents in respect of the Assigned Share in the event that, for
any reason whatsoever, the payment of consideration contemplated by SECTION
1(b) occurs on a date other than the Settlement Date.

SECTION 2. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

(a) Assignor represents and warrants that it is the legal and
beneficial owner of the Assigned Share, free and clear of any adverse claim.

(b) Assignor shall not be responsible to Assignee for the
execution, effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of any of the Loan Documents or for any
representations, warranties, recitals or statements made therein or made in
any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made
by Assignor to Assignee or by or on behalf of Holdco or any of its
Subsidiaries to Assignor or Assignee in connection with the Loan Documents
and the transactions contemplated thereby or for the financial condition or
business affairs of Holdco or any other Person liable for the payment of any

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Obligations, nor shall Assignor be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Loan Documents or as to the
use of the proceeds of the Loans or the use of the Letters of Credit or as to
the existence or possible existence of any Default.

(c) Assignee represents and warrants that it meets the
requirements of an eligible assignee under the terms of subsection 11.11 of
the Credit Agreement; that it has experience and expertise in the making of
loans such as the Loans; that it has acquired the Assigned Share for its own
account in the ordinary course of its business and without a view to
distribution of the Loans within the meaning of the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, or other
federal securities laws (it being understood that, subject to the provisions
of subsection 11.11 of the Credit Agreement, the disposition of the Assigned
Share or any interests therein shall at all times remain within its exclusive
control); and that it has received, reviewed and approved a copy of the
Credit Agreement (including all Exhibits and Schedules thereto) as in effect
on the date hereof.

(d) Assignee represents and warrants that it has received from
Assignor such financial information regarding Holdco and its Subsidiaries as
is available to Assignor and as Assignee has requested, that it has made its
own independent investigation of the financial condition and affairs of
Holdco and its Subsidiaries in connection with the assignment evidenced by
this Agreement, and that it has made and shall continue to make its own
appraisal of the creditworthiness of Holdco and its Subsidiaries. Assignor
shall have no duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of
Assignee or to provide Assignee with any other credit or other information
with respect thereto, whether coming into its possession before the making of
the initial Loans or at any time or times thereafter, and Assignor shall not
have any responsibility with respect to the accuracy of or the completeness
of any information provided to Assignee.

(e) Each party to this Agreement represents and warrants to the
other party hereto that it has full power and authority to enter into this
Agreement and to perform its obligations hereunder in accordance with the
provisions hereof, that this Agreement has been duly authorized, executed and
delivered by such party and that this Agreement constitutes a legal, valid
and binding obligation of such party, enforceable against such party in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and by general principles
of equity.

(f) Assignee hereby represents and warrants that none of the
funds, monies, assets or other consideration being used to make the purchase
pursuant to this Agreement are "plan assets" as defined under ERISA and that
its rights, benefits, and interests in and under the Loan Documents will not
be "plan assets" under ERISA.

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SECTION 3. MISCELLANEOUS.

(a) Each of Assignor and Assignee hereby agrees from time to
time, upon request of the other such party hereto, to take such additional
actions and to execute and deliver such additional documents and instruments
as such other party may reasonably request to effect the transactions
contemplated by, and to carry out the intent of, this Agreement.

(b) Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated, except by an instrument in writing signed
by the party (including, if applicable, any party required to evidence its
consent to or acceptance of this Agreement) against whom enforcement of such
change, waiver, discharge or termination is sought.

(c) Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be given
and shall be effective as set forth in subsection 11.2 of the Credit
Agreement.

(d) In case any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way
be affected or impaired thereby.

(e) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

(f) This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.

(g) This Agreement may be executed in one or more counterparts
and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.

(h) This Agreement shall become effective upon the date (the
"EFFECTIVE DATE") upon which all of the following conditions are satisfied:
(i) the execution of a counterpart hereof by each of Assignor and Assignee,
(ii) the execution of a counterpart hereof by Company and Administrative
Agent as evidence of their consent hereto to the extent required under
subsection 11.11.1 of the Credit Agreement, (iii) the receipt by
Administrative Agent of the processing fee referred to in subsection 11.11.1
of the Credit

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Agreement, (iv) in the event Assignee is a Non-U.S. Lender, the delivery by
Assignee to Administrative Agent of such forms, certificates or other
evidence with respect to United States federal income tax withholding matters
as Assignee may be required to deliver to Administrative Agent pursuant to
SUBSECTION 4.6(b), (v) the receipt by Administrative Agent of originals or
telefacsimiles of the counterparts described above and authorization of
delivery thereof, and (vi) the recordation by Administrative Agent in the
Register of the pertinent information regarding the assignment effected
hereby in accordance with sections 2.7 and 11.11 of the Credit Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized, such execution being made as of the Effective Date in the
applicable spaces provided on the Schedule of Terms.

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SCHEDULE OF TERMS

1. BORROWER: Company (as defined in the Credit Agreement)

2. NAME AND DATE OF CREDIT AGREEMENT: Credit Agreement dated as of
November 23, 1999 by and among Xxxxxxx Communications LLC, a Delaware
limited liability company, Xxxxxxx Corporation, a Minnesota corporation, as
guarantor, the financial institutions listed therein as Lenders, DLJ
Capital Funding, Inc., as Syndication Agent for the Lenders, Xxxxx Fargo
Bank, N.A., as Documentation Agent for the Lenders and U.S. Bank National
Association, as Administrative Agent for the Lenders.

3. Amounts:

Re: Revolving
Re: Re: Loans
and
Term-A Term-B Letters
Loans Loans of Credit
(a) Aggregate Commitments of all Lenders: $_________ $_______ $_______
(b) Assigned Share/Percentage: _______% _______% _______%
(c) Amount of Assigned Share of Commitments: $________ $_______ $_______
(d) Amount of Assigned Share of Loans: $________ $_______ $_______

4. SETTLEMENT DATE: ____________, ____

5. PAYMENT INSTRUCTIONS:
ASSIGNOR: ASSIGNEE:
____________________________ ____________________________
____________________________ ____________________________
____________________________ ____________________________
Attention: __________________ Attention: __________________
Reference: _________________ Reference: _________________

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6. NOTICE ADDRESSES:
ASSIGNOR: ASSIGNEE:
____________________________ ____________________________
____________________________ ____________________________
____________________________ ____________________________
____________________________ ____________________________

7. SIGNATURES:

[NAME OF ASSIGNOR], [NAME OF ASSIGNEE],
as Assignor as Assignee

By:_______________________ By:_______________________
Name:_____________________ Name:_____________________
Title:____________________ Title:____________________
Consented to in accordance with Accepted in accordance with
subsection 11.11.1 of the Credit subsection 11.11.1 of the Credit
Agreement Agreement

XXXXXXX COMMUNICATIONS LLC U.S. BANK NATIONAL ASSOCIATION
as the Administrative Agent

By:_______________________ By:_______________________
Name:_____________________ Name:_____________________
Title:____________________ Title:____________________

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U.S. $270,000,000 CREDIT AGREEMENT,

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