CREDIT AGREEMENT dated as of April 5, 2002 among MEREDITH CORPORATION, as Borrower The Lenders Listed Herein, FLEET NATIONAL BANK, as Administrative Agent and Issuing Lender BANK ONE, NA WELLS FARGO BANK, NATIONAL ASSOCIATION, each as Co-Syndication...

Exhibit 4.2

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CREDIT AGREEMENT

dated as of
April 5, 2002

among

XXXXXXXX CORPORATION,

as Borrower

The Lenders Listed Herein,

FLEET NATIONAL BANK,

as Administrative Agent and Issuing Lender

BANK ONE, XX

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

each as Co-Syndication Agent

and

SUNTRUST BANK, CENTRAL FLORIDA,

NATIONAL ASSOCIATION,

as Documentation Agent

with FLEET SECURITIES, INC.

having acted as Lead Arranger

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CREDIT AGREEMENT

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

CREDIT AGREEMENT, dated as of April 5, 2002, by and among XXXXXXXX CORPORATION

(the "Borrower"), an Iowa corporation having its principal place of business at

0000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000, the financial institutions listed

on Schedule I hereto from time to time (the "Lenders"), FLEET NATIONAL BANK, as

Administrative Agent and as Issuing Lender, BANK ONE, NA and XXXXX FARGO BANK,

NATIONAL ASSOCIATION, each as Co-Syndication Agent, and SUNTRUST BANK, CENTRAL

FLORIDA, NATIONAL ASSOCIATION, as Documentation Agent.

The parties hereto agree as follows:

ARTICLE I

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DEFINITIONS

SECTION 1.01. Definitions.

The following terms shall, for all purposes of this Agreement have the meanings

set forth herein:

"Acceding Lender" has the meaning set forth in Section 9.06(a).

"Acquisition" means any transaction, or any series of related transactions, in

which the Borrower or any of its Subsidiaries (a) acquires any business or all

or any substantial part of the Property of any Person or any division or other

business unit thereof, whether through purchase of assets, merger or otherwise,

(b) directly or indirectly acquires ownership or control of at least a majority

(in number of votes) of the voting interests of any Person, or (c) directly or

indirectly acquires ownership or control of at least a majority of the Equity

Interests of any Person.

"Adjusted London Interbank Offered Rate" has the meaning set forth in Section

2.05(c).

"Administrative Agent" means Fleet National Bank, not in its individual

capacity, but acting as agent for the Lenders and the Issuing Lender.

"Administrative Agent's Fee Letter" means that certain letter agreement, dated

February 13, 2002, by and among the Borrower, the Administrative Agent and

Fleet Securities, Inc., relating to certain fees from time to time payable by

the Borrower to the Administrative Agent, together with all amendments and

modifications thereto.

"Affected Lender" has the meaning set forth in Section 9.07.

"Affiliate" means, with respect to any Person, any other Person (a) directly or

indirectly controlling, controlled by, or under direct or indirect common

control with, such Person, or (b) that directly or indirectly owns or controls

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more than 20% of any class of the Capital Stock of, or Equity Interests in,

such Person. A Person shall be deemed to control another Person if such Person

possesses, directly or indirectly, the power to direct or to cause the

direction of the management and policies of such other Person. For purposes of

this Agreement and the other Loan Documents, (i) the Borrower shall not be or

be deemed to be an Affiliate of any of the Borrower's Subsidiaries, except

Finsub, (ii) none of the Subsidiaries of the Borrower, except Finsub, shall be

or be deemed to be an Affiliate of the Borrower or of any of the other

Subsidiaries of the Borrower, and (iii) neither the Agents nor the Lenders

shall be or be deemed to be an Affiliate of the Borrower or of any of its

Subsidiaries.

"Affiliate Transaction" has the meaning set forth in Section 6.19.

"Agents" means, collectively, the Administrative Agent, the Co-Syndication

Agents and the Documentation Agent.

"Agreement" means this Credit Agreement, together with all amendments and

supplements hereto.

"Amount" means, with respect to any Acquisition, all consideration paid in

respect thereof, including consideration in the form of cash, Property (as

valued at the time of such Acquisition), or the assumption of Debt or other

obligations or liabilities.

"Ancillary Documents" means, collectively, (a) the Receivables Program

Documents, (b) the Senior Financing Documents, (c) all Instruments pursuant to

which the Other Debt is evidenced or outstanding, and (d) all other Instruments

that shall from time to time be identified by the Borrower and the

Administrative Agent in writing as "Ancillary Documents" for purposes of this

Agreement and the other Loan Documents.

"Applicable Commitment Fee Rate" means a percentage, per annum determined by

reference to the Consolidated Leverage Ratio in effect from time to time as set

forth in the pricing grid below, and determined in the same manner and at the

same time as the Applicable Margin is determined pursuant to and otherwise in

accordance with Section 2.05(a):

Consolidated Leverage Ratio	Applicable Commitment Fee Rate

Greater than or equal to 3.00:1.00	0.225%

Greater than or equal to 2.50:1.00 but less than 3.00:1.00	0.200%

Greater than or equal to 2.00:1.00 but less than 2.50:1.00	0.175%
Greater than or equal to 1.50:1.00 but less than 2.00:1.00	0.150%
Less than 1.50:1.00	0.125%

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"Applicable Law" means, in relation to any Person or its Property, statutes and

rules and regulations thereunder and interpretations thereof by any

Governmental Authority charged with the administration or the interpretation

thereof, and orders, requests, directives, instructions and notices of any

Governmental Authority, in each case, applicable to or binding upon such Person

or any of its Property.

"Applicable Margin" has the meaning set forth in Section 2.05(a).

"Assignee" has the meaning set forth in Section 10.07(c).

"Assignment and Acceptance" means an Assignment and Acceptance executed in

accordance with Section 10.07(c) in the form attached hereto as Exhibit C.

"Attorney Costs" means and includes all reasonable and invoiced fees and

disbursements of any law firm or other external legal counsel and, without

duplication, the reasonable and invoiced allocated costs of internal legal

counsel and other internal legal services, and all reasonable and invoiced

disbursements of internal legal counsel and other internal legal services.

"Authority" has the meaning set forth in Section 9.02.

"Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.

Section 101, et seq.), as amended from time to time.

"Base Rate" means the greater of (a) the variable per annum rate of interest so

designated from time to time by the Administrative Agent at its office in

Boston, Massachusetts as its "base rate" or (b) the Federal Funds Rate plus 1/2

of 1% (i.e., 50 basis points). For purposes of determining the Base Rate for

any day, changes in "base rate" and the Federal Funds Rate shall be effective

on the date of such change.

"Base Rate Borrowing" means a Borrowing if the Loans under such borrowing bear

or are to bear interest calculated by reference to the Base Rate.

"Base Rate Loan" means any Loan that bears or is to bear interest based on the

Base Rate.

"Borrower" means Xxxxxxxx Corporation, a corporation incorporated under the

laws of the State of Iowa, and its successors and permitted assigns.

"Borrowing" shall mean any borrowing under the Commitments consisting of Loans

made or to be made to the Borrower on the same Borrowing Date by the Lenders or

the Administrative Agent pursuant to Article II. A Borrowing is a "Euro-Dollar

Borrowing" if such Loans are made as Euro-Dollar Loans and a "Base Rate

Borrowing" if such Loans are made as Base Rate Loans. "Borrowing" shall

include any Loans made pursuant to Section 2.02(e).

"Borrowing Date" means, in relation to any Loan, the date of the borrowing of

such Loan, as specified in the relevant Notice of Borrowing for such Loan.

"Broadcast Licenses" means licenses, permits, authorizations or certificates

now or hereafter held by the Borrower and its Subsidiaries (including, without

limitation, the Broadcast Licenses listed in Section 5.19 of the Disclosure

Schedule) to construct, own, operate or promote the Stations granted by the

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FCC, the administrative law courts or by any state, county, city, town, village

or other local government authority, and all extensions, additions and renewals

thereto or thereof.

"Business Day" means any day other than Saturday, Sunday or other day on which

commercial banks in Boston, Massachusetts are authorized or required by law to

close, so long as, if such term shall be used in relation to any Euro-Dollar

Loan or any Interest Period relating thereto, on such day dealings are also

carried on by and between banks in Dollar deposits in the applicable interbank

market.

"Buying Lenders" shall have the meaning set forth in Section 9.06(b).

"Capital Lease" has the meaning specified in the definition of the term

"Capital Lease Obligations".

"Capital Lease Obligations" means, with respect to any Person, all obligations

of such Person to pay rent or other amounts under any lease of (or other

arrangements conveying the right to use) real or personal property, or a

combination thereof, which obligations are required to be classified and

accounted for as Capital Leases (each, a "Capital Lease") on a balance sheet of

such Person under GAAP, and, for the purposes of this Agreement, the amount of

such obligations at any time shall be the capitalized amount thereof at such

time determined in accordance with GAAP.

"Capital Stock" means (a) in the case of any corporation, any corporate capital

stock of any class or series, (b) in the case of any association or business

entity, any shares, interests, participations, rights or other equivalents

(howsoever designated) of corporate capital stock, and (c) in the case of any

partnership or limited liability company, partnership or membership interests

(whether general or limited).

"CERCLA" means the Comprehensive Environmental Response Compensation and

Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing regulations

and amendments.

"CERCLIS" means the Comprehensive Environmental Response Compensation and

Liability Information System established pursuant to CERCLA.

"Change of Control" means any event described in Section 7.01(l).

"Change of Law" has the meaning set forth in Section 9.02.

"Closing Certificate" has the meaning set forth in Section 4.01(e).

"Closing Date" means the Borrowing Date on which the first Credit Extensions

are made or to be made by the Lenders or the Issuing Lender to the Borrower

hereunder.

"Co-Syndication Agents" means Bank One, NA and Xxxxx Fargo Bank, National

Association, acting as co-syndication agents for the Agents, the Lenders and

the Issuing Lender.

"Code" means the Internal Revenue Code of 1986, as amended, or any successor

Federal tax code. Any reference to any provision of the Code shall also be

deemed to be a reference to any successor provision or provisions thereof.

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"Commitment" means, with respect to each Lender, (a) the amount designated as

the Commitment set forth opposite the name of such Lender on Schedule II

attached hereto, or (b) as to any Lender which enters into an Assignment and

Acceptance (whether as transferor Lender or as Assignee thereunder) or an

Instrument of Accession, the amount of such Lender's Commitment after giving

effect to such Assignment and Acceptance or upon the effectiveness of such

Instrument of Accession, in each case as such amount may be reduced from time

to time pursuant to Section 2.07.

"Commitment Fee" has the meaning set forth in Section 2.06(a).

"Commitment Increase Notice" shall have the meaning set forth in Section

9.06(a).

"Commitment Percentage" means, as to any Lender, the percentage equivalent of

such Lender's Commitment divided by the Total Commitment; provided, however,

that if the Commitments have terminated in full, the "Commitment Percentage" of

each Lender shall be determined by dividing such Lender's Commitment in effect

immediately prior to such termination by the Total Commitment in effect

immediately prior to such termination.

"Compliance Certificate" has the meaning set forth in Section 6.01(c).

"Consolidated EBITDA" means, in relation to any Person and its Subsidiaries for

any period, Consolidated Net Income of such Person and its Subsidiaries for

such period, plus, without duplication, and only to the extent reflected as a

charge in the statement of such Consolidated Net Income for such period, the

sum of (a) provisions for income tax expense (including, without limitation,

any franchise taxes imposed in lieu of income taxes), plus (b) Consolidated

Interest Expense, amortization or write-off of deferred financing fees, debt

discount and debt issuance costs and commissions, discounts and other fees and

charges associated with Debt, plus (c) depreciation and amortization expense,

plus (d) amortization of intangibles (including, without limitation, goodwill)

and organization costs, plus (e) write-downs of goodwill or other intangibles

pursuant to FASB 142, plus (f) any non-cash charges or expenses or non-cash

losses, plus (g) losses on Sales of assets outside of the ordinary course of

business, including losses recognized pursuant to FASB 144, plus (h) any

extraordinary or non-recurring expenses or losses and minus, without

duplication, and only to the extent included in the statement of such

Consolidated Net Income for such period, the sum of (i) any extraordinary or

non-recurring income or gains, plus (ii) gains on the Sales of assets outside

of the ordinary course of business, including gains recognized pursuant to FASB

144, plus (iii) any other non-cash income, all as determined on a consolidated

basis and in accordance with GAAP plus (iv) any Equity Interests of the

Borrower or any consolidated Subsidiary in the unremitted earnings of any

Person that is not a Subsidiary.

For purposes of calculating Consolidated EBITDA of the Borrower and its

Subsidiaries for any period, (A) the Consolidated EBITDA of any Person or

attributable to any business acquired by the Borrower or by any of its

Subsidiaries during such period shall be included on a Pro Forma Basis for such

period (as if such Acquisition were completed on the first day of such period);

and (B) the Consolidated EBITDA of any Person or attributable to any business

sold or otherwise disposed of by the Borrower or any of its Subsidiaries during

such period shall be excluded on a Pro Forma Basis for such period (as if such

disposition were completed on the first day of such period).

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"Consolidated Gross Revenues" means as applied to any Person for any period,

the aggregate gross revenues of such Person for such period, as determined in

accordance with GAAP.

"Consolidated Interest Coverage Ratio" means, as of the last day of any Fiscal

Quarter, the ratio of (a) Consolidated EBITDA of the Borrower and its

Subsidiaries for the Measurement Period ending on such date, to (b)

Consolidated Interest Expense of the Borrower and its Subsidiaries for such

Measurement Period.

"Consolidated Interest Expense" means, in relation to any Person and its

Subsidiaries for any period, interest expense on all Debt of such Person or of

any of its Subsidiaries for such period, whether paid or accrued, all as

determined on a consolidated basis in accordance with GAAP, and including: (a)

interest expense in respect of Debt (including the Obligations), (b) the

interest component of Capital Lease Obligations, (c) commissions, discounts and

other fees and charges payable in connection with letters of credit and

bankers' acceptances, (d) the net payment, if any, payable in connection with

Interest Rate Protection Agreements, less the net credit, if any, received in

connection with Interest Rate Protection Agreements, and (e) the amortization

of all fees payable in connection with the incurrence of Debt, determined on a

consolidated basis and in accordance with GAAP.

"Consolidated Leverage Ratio" means, as of the last day of any Fiscal Quarter,

the ratio of (a) Consolidated Total Debt of the Borrower and its Subsidiaries

as of such date, to (b) Consolidated EBITDA of the Borrower and its

Subsidiaries for the Measurement Period ending on such date.

"Consolidated Net Income" means, in relation to any Person and its Subsidiaries

for any period, the consolidated net income (or loss) of such Person and its

Subsidiaries, determined on a consolidated basis in accordance with GAAP.

"Consolidated Operating Profits" means, for any period, the Operating Profits

of the Borrower and its consolidated Subsidiaries.

"Consolidated Total Debt" means, in relation to any Person and its Subsidiaries

as at any date, the aggregate amount of all of the Debt of such Person and its

Subsidiaries as at such date, determined on a consolidated basis in accordance

with GAAP.

"Continuation Date" means any date on which a Euro-Dollar Loan is to be

continued as a Euro-Dollar Loan for a further Interest Period, in each case, in

accordance with the provisions of Section 2.14.

"Controlled Group" means all members of a controlled group of corporations and

all trades or businesses (whether or not incorporated) under common control

which, together with the Borrower, are treated as a single employer under

Section 414 of the Code.

"Covenant Determination Date" means, at any particular time, the last day of

the then most recent Fiscal Quarter of the Borrower and its Subsidiaries for

which financial statements of the Borrower and its Subsidiaries have been

furnished to the Administrative Agent pursuant to Section 6.01(a) or Section

6.01(b).

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"Conversion Date" means any date on which a Base Rate Loan is to be converted

to a Euro-Dollar Loan, or Euro-Dollar Loan is to be converted to a Base Rate

Loan, in each case, in accordance with the provisions of Section 2.14.

"Credit Extension" means (a) the making of any Loans to the Borrower pursuant

to this Agreement, or (b) the issuance, amendment or renewal of any Letter of

Credit by the Issuing Lender pursuant to this Agreement.

"Debt" of any Person means at any date, without duplication, (a) all

obligations of such Person for borrowed money, (b) all obligations of such

Person evidenced by bonds, debentures, notes or other similar instruments, (c)

all obligations of such Person to pay the deferred purchase price of Property

or services, except trade accounts payable arising in the ordinary course of

business, (d) all obligations of such Person as lessee under Capital Leases,

(e) all obligations of such Person to reimburse any bank or other Person in

respect of amounts payable under a bankers' acceptance, (f) all Redeemable

Preferred Stock of such Person (in the event such Person is a corporation), (g)

all obligations (absolute or contingent) of such Person to reimburse any bank

or other Person in respect of amounts paid under a letter of credit or similar

instrument, with an expiration date more than one year from such date, (h) all

Debt of others secured by a Lien on any asset of such Person, whether or not

such Debt is assumed by such Person, (i) all Debt of others Guaranteed by such

Person, (j) all obligations of such Person in respect of Hedging Agreements,

and (k) all Receivables Program Attributed Debt.

"Default" means any condition or event which constitutes an Event of Default or

which with the giving of notice or lapse of time or both would, unless cured or

waived in writing, become an Event of Default.

"Default Rate" means, with respect to any Loan or other Obligation, on any day,

the sum of two percent (2%), plus the then highest interest rate (including the

Applicable Margin) which may be applicable to any Euro-Dollar Loan or Base Rate

Loan hereunder (irrespective of whether any such type of loans are actually

outstanding hereunder).

"Disbursement Date" shall have the meaning specified in Section 3.03(b).

"Disclosure Schedule" means Schedule III hereto, dated as of the Effective

Date, prepared and completed by the Borrower, and delivered by the Borrower to

the Administrative Agent and the Lenders in connection with this Agreement and

identified as the "Disclosure Schedule".

"Documentation Agent" means SunTrust Bank, Central Florida, National

Association, in its capacity as documentation agent for the Agents, the Issuing

Lender and the Lenders under this Agreement and the other Loan Documents, and

any successor to such documentation agent.

"Dollars" or "$" means dollars in lawful currency of the United States of

America.

"Effective Commitment Amount" shall have the meaning set forth in Section

9.06(a).

"Effective Date" means April 5, 2002, the date of this Agreement.

"Eligible Assignee" means and includes (a) any Lender or any Affiliate of any

Lender, and (b) any commercial bank, insurance company, investment or mutual

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fund or other entity that is an "accredited investor" (as defined in Regulation

D under the Securities Act of 1933) and that extends credit or buys loans as

one of its businesses; provided, however, that neither the Borrower nor any of

its Subsidiaries or Affiliates shall be an Eligible Assignee for purposes of

this Agreement or any of the other Loan Documents.

"Environmental Authority" means any foreign, federal, state, local or regional

government that exercises any form of jurisdiction or authority under any

Environmental Requirement.

"Environmental Authorizations" means all licenses, permits, orders, approvals,

notices, registrations or other legal prerequisites for conducting the business

of the Borrower or any Subsidiary required by any Environmental Requirement.

"Environmental Judgments and Orders" means all judgments, decrees or orders

arising from or in anyway associated with any Environmental Requirements,

whether or not entered upon consent or written agreements with an Environmental

Authority or other entity arising from or in any way associated with any

Environmental Requirement, whether or not incorporated in a judgment, decree or

order.

"Environmental Laws" means any and all federal, state, local and foreign

statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,

permits, concessions, grants, franchises, licenses, agreements or other

governmental restrictions relating to the environment or to emissions,

discharges or releases of pollutants, contaminants, petroleum or petroleum

products, chemicals or industrial, toxic or hazardous substances or wastes into

the environment, including, without limitation, ambient air, surface water,

groundwater or land, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of

pollutants, contaminants, petroleum or petroleum products, chemicals or

industrial, toxic or hazardous substances or wastes or the clean-up or other

remediation thereof.

"Environmental Liabilities" means any liabilities, whether accrued, contingent

or otherwise, arising from and in any way associated with any Environmental

Requirements, which when combined with all other Environmental Liabilities of

the Borrower and its Subsidiaries is greater than $5,000,000.

"Environmental Notices" means notice from any Environmental Authority or by any

other person or entity, of possible or alleged noncompliance with or liability

under any Environmental Requirement, including without limitation any

complaints, citations, demands or requests from any Environmental Authority or

from any other person or entity for correction of any violation of any

Environmental Requirement or any investigations concerning any violation of any

Environmental Requirement.

"Environmental Proceedings" means any judicial or administrative proceedings

arising from or in any way associated with any Environmental Requirement.

"Environmental Releases" means releases as defined in CERCLA or under any

applicable state or local environmental law or regulation.

"Environmental Requirements" means any legal requirement relating to health,

safety or the environment and applicable to the Borrower, any Subsidiary or the

Properties, including but not limited to any such requirement under CERCLA or

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similar state legislation and all federal, state and local laws, ordinances,

regulations, orders, writs, decrees and common law.

"Equity Interests" means and includes Capital Stock and all warrants, options

or other rights to purchase or otherwise acquire Capital Stock (but excluding

any debt securities that are convertible into, or exchangeable for, Capital

Stock).

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

from time to time, or any successor law. Any reference to any provision of

ERISA shall also be deemed to be a reference to any successor provision or

provisions thereof.

"E. T. Xxxxxxxx Family Stockholders" means (a) the lineal descendants by blood

or adoption of E. T. Xxxxxxxx ("descendants") and the spouses and surviving

spouses of such descendants; (b) any estate, trust, guardianship, custodianship

or other fiduciary arrangement for the primary benefit of any one or more

individuals described in clause (a) above; and (c) any corporation,

partnership, limited liability company or other business organization so long

as (i) one or more individuals or entities described in clauses (a) and (b)

above possess, directly or indirectly, the power to direct or cause the

direction of, the management and policies of such corporation, partnership,

limited liability company or other business organization and (ii) substantially

all of the ownership, beneficial or other Equity Interests in such corporation,

partnership, limited liability company or other business organization are

owned, directly or indirectly, by one or more individuals or entities described

in clauses (a) and (b) above.

"Euro-Dollar Borrowing" means a Borrowing if the Loans under such borrowing

bear or are to bear interest at a rate based upon the London Interbank Offered

Rate.

"Euro-Dollar Loan" means any Loan that bears or is to bear interest based on

the London Interbank Offered Rate.

"Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.05(c).

"Event of Default" has the meaning set forth in Section 7.01.

"FCC" means the Federal Communications Commission.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if

necessary, to the next higher 1/100th of 1%) equal to the weighted average of

the rates on overnight federal funds transactions with members of the Federal

Reserve System arranged by Federal funds brokers on such day, as published by

the Federal Reserve Bank of New York on the Business Day next succeeding such

day, provided, that (a) if the day for which such rate is to be determined is

not a Business Day, the Federal Funds Rate for such day shall be such rate on

such transactions on the next preceding Business Day as so published on the

next succeeding Business Day, and (b) if such rate is not so published for any

day, the Federal Funds Rate for such day shall be the average rate charged to

Fleet on such day on such transactions as determined by the Administrative

Agent.

"Fee Letters" means (i) the Administrative Agent's Fee Letter, dated February

13, 2002, by and among the Borrower, the Administrative Agent and Fleet

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Securities, Inc., (ii) the Fee Letter, dated February 13, 2002, by and among

the Borrower, the Administrative Agent and Fleet Securities, Inc. and (iii) any

other fee letters delivered by the Borrower to the Administrative Agent and/or

Fleet Securities, Inc.

"Fees" means, collectively, (a) the Commitment Fees, (b) the Utilization Fees,

from time to time pursuant to Section 3.08, and (e) all other fees payable to

any of the Agents or Lenders from time to time pursuant to Section 2.06.

"Finsub" means a bankruptcy-remote corporation or other Person that is a Wholly

Owned Subsidiary of the Borrower organized solely for the purpose of engaging

in the Receivables Program.

"Fiscal Quarter" means any fiscal quarter of the Borrower.

"Fiscal Year" means any fiscal year of the Borrower.

"Fleet" means Fleet National Bank.

"Form W-8BEN" has the meaning set forth in Section 2.11(c)(iv).

"Form W-8ECI" has the meaning set forth in Section 2.11(c)(iv).

"GAAP" means generally accepted accounting principles applied on a basis

consistent with those which, in accordance with Section 1.02, are to be used in

making the calculations for purposes of determining compliance with the terms

of this Agreement.

"Governmental Authority" means any nation or government, any federal, state,

local or other political subdivision thereof and any entity exercising

executive, legislative, judicial, regulatory or administrative functions of or

pertaining to government, or any instrumentality of any of the foregoing.

"Guaranty" by any Person means any obligation, contingent or otherwise, of such

Person directly or indirectly guaranteeing any Debt or other obligation of any

other Person and, without limiting the generality of the foregoing, any

obligation, direct or indirect, contingent or otherwise, of such Person (a) to

secure, purchase or pay (or advance or supply funds for the purchase or payment

of) such Debt or other obligation (whether arising by virtue of partnership

arrangements, by agreement to keep-well, to purchase assets, goods, securities

or services, to provide collateral security, to take-or-pay, or to maintain

financial statement conditions or otherwise) or (b) entered into for the

purpose of assuring in any other manner the obligee of such Debt or other

obligation of the payment thereof or to protect such obligee against loss in

respect thereof (in whole or in part), provided, that, the term Guaranty shall

not include endorsements for collection or deposit in the ordinary course of

business. The term "Guaranty" used as a verb has a corresponding meaning.

"Hazardous Materials" includes, without limitation, (a) solid or hazardous

waste, as defined in the Resource Conservation and Recovery Act of 1980, 42

U.S.C. Section 6901 et seq. and its implementing regulations and amendments, or

in any applicable state or local law or regulation, (b) any "hazardous

substance", "pollutant" or "contaminant", as defined in CERCLA, or in any

applicable state or local law or, regulation, (c) gasoline, or any other

petroleum product or by-product, including crude oil or any fraction thereof,

(d) toxic substances, as defined in the Toxic Substances Control Act of 1976,

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or in any applicable state or local law or regulation and (e) insecticides,

fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,

and Rodenticide Act of 1975, or in any applicable state or local law or

regulation, as each such Act, statute or regulation may be amended from time to

time.

"Hedging Agreement" means any Interest Rate Protection Agreement or any foreign

currency exchange agreement, commodity price protection agreement or other

interest or currency exchange rate or commodity price hedging arrangement.

"Inactive Subsidiary" means, in relation to any Subsidiary of the Borrower at

any particular time, any such Subsidiary that conducts no business, holds no

assets (other than insubstantial and immaterial assets), and has no liabilities

(other than insubstantial and immaterial liabilities), in each case, as at such

time. For purposes of this Agreement, any Inactive Subsidiary shall cease to

be an "Inactive Subsidiary" if and when such Subsidiary commences the conduct

of business, acquires assets (other than insubstantial and immaterial assets),

or incurs liabilities (other than insubstantial and immaterial liabilities).

"Indemnified Liabilities" shall have the meaning set forth in Section 10.03(d).

"Indemnified Person" shall have the meaning set forth in Section 10.03(d).

"Insolvency Proceeding" means (a) any case, action or proceeding before any

court or other Governmental Authority relating to bankruptcy, reorganization,

insolvency, liquidation, receivership, dissolution, winding-up or relief of

debtors, or (b) any general assignment for the benefit of creditors,

composition, marshalling of assets for creditors, or other similar arrangements

in respect of its creditors, generally; in each case, undertaken under U.S.

Federal, State or foreign law, including the Bankruptcy Code.

"Instrument" means any contract, agreement, indenture, mortgage or other

document or writing (whether a formal agreement, letter or otherwise) under

which any obligation is evidenced, assumed or undertaken, or any right to any

Lien is granted or perfected.

"Instrument of Accession" shall have the meaning set forth in Section 9.06(a).

"Interest Payment Date" means (a) with respect to each Base Rate Loan, the last

day of each calendar month and also the Maturity Date, and (b) with respect to

each Euro-Dollar Loan, the last day of each Interest Period applicable to such

Euro-Dollar Loan and also the date on which such Euro-Dollar Loan shall be

repaid or prepaid; provided, however, that, if any Interest Period for any

Euro-Dollar Loan exceeds three (3) months, then also the date which falls three

(3) months after the beginning of such Interest Period, and, if applicable, the

last day of each three-month interval thereafter, shall also be an "Interest

Payment Date".

"Interest Period" means:

(a) with respect to each Euro-Dollar Borrowing, the period commencing on

the date of such borrowing and ending on the numerically corresponding day in

the first, second, third or sixth month thereafter, as the Borrower may elect

in the applicable Notice of Borrowing; provided, that:

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(i) any Interest Period (subject to clause (iii) below) which would

otherwise end on a day which is not a Business Day shall be extended to

the next succeeding Business Day unless such Business Day falls in another

calendar month, in which case such Interest Period shall end on the next

preceding Business Day;

(ii) any Interest Period which begins on the last Business Day of a

calendar month (or on a day for which there is no numerically

corresponding day in the appropriate subsequent calendar month) shall,

subject to clause (iii) below, end on the last Business Day of the

appropriate subsequent calendar month; and

(iii) any Interest Period applicable to the Loans which begins

before the Maturity Date and would otherwise end after the Maturity Date

shall end on the Maturity Date;

(b) with respect to each Euro-Dollar Borrowing made pursuant to Section

2.02(e), the period commencing on the date of such Borrowing and ending seven

(7) days thereafter; and

the date of such Borrowing and ending the last day of the calendar month

thereafter; provided, that:

(i) any Interest Period (subject to clause (ii) below) which would

otherwise end on a day which is not a Business Day shall be extended to

the next succeeding Business Day; and

(ii) any Interest Period applicable to the Loans which begins before

the Maturity Date and would otherwise end after the Maturity Date shall

end on the Maturity Date.

"Interest Rate Protection Agreement" means any interest rate swap agreement,

interest cap agreement, interest rate collar agreement or similar agreement or

arrangement designed to protect the Borrower or any Subsidiary against

fluctuations in interest rates.

"Investment" means any investment in any Person, whether by means of purchase

or acquisition of obligations, securities or any Equity Interest of such

Person, capital contribution to such Person, loan or advance or other extension

of credit made to such Person, making of a time deposit with such Person,

Guaranty or assumption of any obligation of such Person or otherwise.

"Issuing Lender" means Fleet National Bank, in its capacity as issuer of one or

more Letters of Credit pursuant to this Agreement and its successors and

permitted assigns in such capacity.

"Lender" means the lending institutions listed on Schedule I hereto and any

other person who becomes an assignee of any rights and obligations of a Lender

pursuant to Section 10.07 or who becomes a Lender by executing an Instrument of

Accession.

"Lender Increase Notice" shall have the meaning set forth in Section 9.06(a).

"Lending Office" means, as to each Lender, its office located at its address

set forth on Schedule I hereto or such other office as such Lender may

hereafter designate as its Lending Office by notice to the Borrower and the

Administrative Agent.

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"Letter of Credit" means any letter of credit issued or to be issued by the

Issuing Lender pursuant to Article III.

"Letter of Credit Amendment Application" means any application form for

amendment of outstanding standby or commercial documentary letters of credit as

shall from time to time be specified by the Issuing Lender.

"Letter of Credit Application" means any application form for issuances of

standby or commercial documentary letters of credit as shall from time to time

be specified by the Issuing Lender.

"Letter of Credit Borrowing" means any extension of credit (other than any

Loan) resulting from a drawing under any Letter of Credit which shall not have

been reimbursed by the Borrower on the Disbursement Date when made.

"Letter of Credit Commitment" means the commitment of the Issuing Lender

hereunder to issue Letters of Credit. The Letter of Credit Commitment shall be

in the amount of $30,000,000. The Letter of Credit Obligations shall not

exceed in aggregate amount at any time the lesser of (a) the Total Commitment

in effect at such time, minus the Loans outstanding at such time, or (b) the

amount of the Letter of Credit Commitment in effect at such time.

"Letter of Credit Fees" shall have the meaning specified in Section 3.08.

"Letter of Credit Obligations" means, at any time of determination, the sum of

(a) the aggregate undrawn amount of all Letters of Credit then outstanding,

plus (b) the aggregate amount of all Letter of Credit Borrowings then

outstanding.

"Letter of Credit Related Documents" means, collectively, the Letters of

Credit, the Letter of Credit Applications, the Letter of Credit Amendment

Applications and any other Instruments or documents relating to any Letters of

Credit, including the Issuing Lender's standard form documents for letter of

credit issuances.

"Lien" means, with respect to any asset, any mortgage, deed to secure debt,

deed of trust, lien, pledge, charge, security interest, security title,

preferential arrangement which has the practical effect of constituting a

security interest or encumbrance, servitude or encumbrance of any kind in

respect of such asset to secure or assure payment of a Debt or a Guaranty,

whether by consensual agreement or by operation of statute or other law, or by

any agreement, contingent or otherwise, to provide any of the foregoing. For

the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed

to own subject to a Lien any asset which it has acquired or holds subject to

the interest of a vendor or lessor under any conditional sale agreement,

Capital Lease or other title retention agreement relating to such asset.

"Loan" means the loans made by a Lender or the Administrative Agent to the

Borrower pursuant to Article II.

"Loan Documents" means this Agreement, the Notes, any other document or

instrument evidencing, relating to or securing the Loans, the Letter of Credit

Related Documents and the Fee Letters, and any other document or instrument

delivered from time to time in connection with this Agreement, the Notes, the

Loans, the Letter of Credit Related Documents and the Fee Letters, as such

documents and instruments may be amended or supplemented from time to time.

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"London Interbank Offered Rate" has the meaning set forth in Section 2.05(c).

"Margin Stock" means "margin stock" as defined in Regulation T, U or X of the

Board of Governors of the Federal Reserve System, as in effect from time to

time, together with all official rulings and interpretations issued thereunder.

"Material Adverse Effect" means, with respect to any event, act, development,

condition or occurrence of whatever nature (including any adverse determination

in any litigation, arbitration, or governmental investigation or proceeding),

whether singly or in conjunction with any other event or events, act or acts,

condition or conditions, development or developments, occurrence or

occurrences, whether or not related, a material adverse change in, or a

material adverse effect upon, any of (a) the financial condition, operations,

business, Property or prospects of the Borrower and its Subsidiaries taken as a

whole, (b) the rights and remedies of the Administrative Agent, the Lenders or

the Issuing Lender under the Loan Documents, or the ability of the Borrower to

perform its obligations under the Loan Documents to which it is a party, as

applicable, or (c) the legality, validity or enforceability of any Loan

Document.

"Maturity Date" means April 5, 2007.

"Maximum Permitted Total Debt" means, at any time of determination, the maximum

aggregate amount of the Consolidated Total Debt of the Borrower and its

Subsidiaries permitted as of the most recent Covenant Determination Date by the

Consolidated Leverage Ratio then in effect under Section 6.03.

"Measurement Period" means any period of four consecutive Fiscal Quarters of

the Borrower.

"Multiemployer Plan" shall have the meaning set forth in Section 4001(a)(3) of

ERISA.

"Non-excluded Taxes" has the meaning set forth in Section 2.11(c)(i).

"Notes" means the promissory notes of the Borrower, substantially in the form

of Exhibit A hereto, evidencing the obligation of the Borrower to repay the

Loans, together with all amendments, consolidations, modifications, renewals

and supplements thereto and "Note" means any one of such Notes.

"Notice of Borrowing" has the meaning set forth in Section 2.02.

"Notice of Conversion/Continuation" means a written notice given by the

Borrower to the Administrative Agent pursuant to Section 2.14(b).

"Obligations" means all indebtedness, obligations and liabilities of the

Borrower to any of the Lenders, the Issuing Lender and the Agents, individually

or collectively, existing on the date of this Agreement or arising thereafter,

direct or indirect, joint or several, absolute or contingent, matured or

unmatured, liquidated or unliquidated, secured or unsecured, arising by

contract, operation of law or otherwise, arising or incurred under this

Agreement or any of the other Loan Documents or in respect of any of the Loans

made or Letter of Credit Obligations incurred under this Agreement or any other

Loan Documents or other Instruments at any time evidencing any thereof.

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"Operating Profits" means, as applied to any Person for any period, the

operating income of such Person for such period, as determined in accordance

with GAAP.

"Other Debt" means, collectively, Debt of the Borrower under or in respect of

the $200,000,000 of private placement notes outstanding on the Closing Date and

listed in Section 5.04 of the Disclosure Schedule.

"Participant" has the meaning set forth in Section 10.07(b).

"PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding

to any or all of its functions under ERISA.

"Permitted Acquisition" means an Acquisition by the Borrower or any Subsidiary

of the Borrower, if: (a) in the case of the acquisition of Equity Interests of

any Person, immediately after giving effect to such acquisition (i) such Person

is a Subsidiary; (ii) the Borrower controls such Person directly or indirectly

through a Subsidiary; (iii) no Default shall have occurred and be continuing;

(iv) the line or lines of business engaged in by such Person are substantially

the same as or reasonably related to the lines of business engaged in by the

Borrower and its Subsidiaries on the Closing Date; and (v) such acquisition is

made on a negotiated basis with the approval of the Board of Directors of the

Person to be acquired and, if necessary, the shareholders of the Person to be

acquired and (b) in the case of the acquisition of assets from any Person,

immediately after giving effect to such acquisition: (i) the assets acquired

by the Borrower or such Subsidiary of the Borrower, shall be used by the

Borrower or such Subsidiary in a line of business substantially the same as or

reasonably related to the lines of business engaged in by the Borrower and its

Subsidiaries on the Closing Date; and (ii) no Default shall have occurred and

be continuing.

"Person" means an individual, a corporation, a limited liability company, a

partnership (including without limitation, a joint venture), an unincorporated

association, a trust or any other entity or organization, including, but not

limited to, a government or political subdivision or an agency or

instrumentality thereof.

"Plan" means at any time an employee pension benefit plan which is covered by

Title IV of ERISA or subject to the minimum funding standards under Section 412

of the Code and is either (a) maintained by a member of the Controlled Group

for employees of any member of the Controlled Group or (b) maintained pursuant

to a collective bargaining agreement or any other arrangement under which more

than one employer makes contributions and to which a member of the Controlled

Group is then making or accruing an obligation to make contributions or has

within the preceding 5 plan years made contributions.

"Pro Forma Basis" means, with respect to compliance with any test or covenant

for any period hereunder, compliance with such test or covenant after giving

effect to any proposed Acquisition, disposition, incurrence of Debt or other

action which requires compliance on a pro forma basis, using, for purposes of

determining such compliance, the historical financial statements of all

entities or assets so acquired or to be acquired and the consolidated financial

statements of the Borrower and its Subsidiaries which shall be reformulated (a)

as if such Acquisition, disposition, incurrence of Debt or other action, and

any other such action which has been consummated during such period, and any

Debt or other liabilities incurred in connection with any such actions, had

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been consummated as of the first day of such period (and assuming that such

Debt bears interest during any portion of the applicable measurement period

prior to the relevant action at the weighted average of the interest rates

applicable to outstanding Loans during such period), and (b) otherwise in

conformity with such reasonable procedures as may be agreed upon between

Administrative Agent and the Borrower; provided, however, that all of the

calculations referred to herein shall be in reasonable detail and shall be in

form and substance reasonably satisfactory to Administrative Agent in all

material respects.

"Property" means any interest in any kind of property or asset, whether real,

personal or mixed, and whether tangible or intangible.

"Rate Determination Date" has the meaning set forth in Section 2.05(a).

"Receivables" shall mean all indebtedness and other obligations owed by a

Person to the Borrower or any Subsidiary or in which the Borrower or any

Subsidiary has a security interest or other interest, including, without

limitation, any indebtedness, obligation or interest constituting an account,

chattel paper, instrument or general intangible, arising in connection with the

sale or lease of goods or the rendering of services by the Borrower or such

Subsidiary, including the obligation to pay finance charges with respect

thereto.

"Receivables Program" shall mean, collectively, (a) the sale or other transfer

of, or transfer of interests in, Receivables Program Assets to Finsub in

exchange for consideration equal to the fair market value of the related

Receivables, (b) the sale of, transfer of interests in, or other financing of

the Receivables Program Assets by Finsub to or with any purchaser or investor

or any agent of any such purchaser or investor and (c) the entry by the

Borrower and any Subsidiaries into such ancillary agreements, guarantees,

documents or instruments as are necessary or advisable in connection with such

transfers or financings, all pursuant to the Receivables Program Documents.

"Receivables Program Assets" shall mean all existing or hereafter acquired or

arising Receivables of the Borrower or any Subsidiary, the Related Security

with respect thereto, the collections and proceeds of such Receivables and

Related Security, all lockboxes, lockbox accounts, collection accounts or other

deposit accounts into which such collections are deposited and all other rights

and payments relating to such Receivables.

"Receivables Program Attributed Debt" means, on any date of determination, the

amount of obligations of Finsub to a third party (other than to the Borrower or

any Subsidiary) outstanding as of such date under any Receivables Program

Documents that would be characterized as principal if such facility were

structured as a secured lending transaction rather than as a purchase.

"Receivables Program Documents" shall mean (i) the Receivables Sale Agreement,

dated April 9, 2002, by and among Xxxxxxxx Funding Corporation, Xxxxxxxx

Corporation and the other Originators party thereto from time to time, (ii) the

Receivables Purchase Agreement, dated April 9, 2002, by and among Xxxxxxxx

Funding Corporation, Xxxxxxxx Corporation, as servicer, Falcon Asset

Securitization Corporation, the financial institutions from time to time party

thereto and Bank One, NA (Main Office Chicago), as agent and (iii) all related

written agreements that may from time to time be entered into by the Borrower

or any Subsidiary of the Borrower, including Finsub, in connection with the

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Receivables Program, as such agreements may be amended, supplemented or

otherwise modified from time to time in accordance with the provisions thereof.

"Redeemable Preferred Stock" of any Person means any preferred stock issued by

such Person which is at any time prior to the Maturity Date either (a)

mandatorily redeemable (by sinking fund or similar payments or otherwise) or

(b) redeemable at the option of the holder thereof.

"Related Security" shall mean with respect to any Receivable (a) the inventory

and goods, the sale, financing or lease of which gave rise to such Receivable

and all insurance contracts with respect thereto, (b) all security interests or

liens and the property subject thereto purporting to secure payment of such

Receivable, together with all financing statements and security agreements

describing any collateral securing such Receivable, (c) all guaranties, letters

of credit, insurance and other agreements or arrangements supporting or

securing the payment of such Receivable, (d) all invoices, agreements,

contracts, records, books and other information relating to such Receivable or

the Person obligated to pay such Receivable, (e) any rights of the Borrower or

any Subsidiary under any agreement, document or guaranty executed or delivered

in connection with the Receivables Program, and (f) all proceeds of the

foregoing.

"Replacement Lender" has the meaning set forth in Section 9.07.

"Replacement Notice" has the meaning set forth in Section 9.07.

"Required Lenders" means, at any time, Lenders holding more than fifty percent

(50%) of the Total Commitment in effect at such time; provided, however, that

if the Commitments shall have terminated in full, the term "Required Lenders"

shall mean Lenders holding (including as a result of participations pursuant to

Section 3.03) more than fifty percent (50%) of the aggregate amount of the

Total Utilization at such time.

"Restricted Payments" means, in relation to the Borrower and its Subsidiaries,

any declaration or payment by the Borrower or by any of its Subsidiaries of any

dividends or other distributions on account of, or any payment or other

distribution by the Borrower or by any of its Subsidiaries on account of the

purchase, repurchase, redemption, retirement or other acquisition for value of,

any Equity Interests in the Borrower.

"S&P" means Standard & Poor's Ratings Group, a division of The XxXxxx-Xxxx

Companies, Inc. and its successors.

"Sale" means any sale, conveyance, exchange, swap, trade, transfer or other

disposition of any Property, including any sale, transfer or other disposition

of copyrights, trademarks and other intellectual property made by or through

license agreements or other similar arrangements.

"Secretary's Certificate" has the meaning set forth in Section 4.01(f).

"Selling Lenders" has the meaning set forth in Section 9.06(b)

"Senior Financing Documents" means, collectively, the Senior Note Purchase

Agreement, the Senior Notes and the Senior Note Term Sheet.

"Senior Note Financing" means the unsecured senior financing, in the maximum

aggregate amount not exceeding $100,000,000, to be obtained by the Borrower

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through the issuance of its Senior Notes upon the terms and subject to the

conditions contained in the Senior Note Term Sheet and the Senior Note Purchase

Agreement.

"Senior Note Term Sheet" and "Senior Note Purchase Agreement" have the meanings

specified in the definition of the term "Senior Notes".

"Senior Notes" means, collectively, the unsecured Senior Notes of the Borrower,

in the maximum aggregate principal amount not exceeding $100,000,000, issued or

to be issued by the Borrower upon the terms and subject to the conditions

contained in (a) the Senior Note Term Sheet, dated as of February 26, 2002,

delivered by SunTrust Xxxxxxxx Xxxxxxxx to the Borrower (such term sheet,

together with the annexes and exhibits thereto, being herein called the "Senior

Note Term Sheet"), and (b) the definitive senior note purchase agreement to be

executed and delivered by the Borrower and the several purchasers of the Senior

Notes (such agreement, together with the schedules and exhibits thereto, each

as amended from time to time, being herein called the "Senior Note Purchase

Agreement").

"Settlement" means the making or receiving of payments, in immediately

available funds, by the Lenders and the Administrative Agent, to the extent

necessary to cause each Lender's actual share of the outstanding amount of

Loans to be equal to such Lender's Commitment Percentage of the outstanding

amount of such Loans, in any case where, prior to such event or action, the

actual share is not so equal.

"Settlement Amount" has the meaning set forth in Section 2.13.

"Settlement Date" means (a) the Borrowing Date relating to any Notice of

Borrowing, (b) at the option of the Administrative Agent, on any Business Day

or (c) any Business Day on which the amount of Loans outstanding from Fleet,

including Loans made pursuant to Section 2.02(e), plus Fleet's Commitment

Percentage of the sum of the Letter of Credit Obligations is equal to or

greater than Fleet's Commitment.

"Settlement Lender" has the meaning set forth in Section 2.13.

"Stations" means collectively, the stations listed and described in Section

1.01 of the Disclosure Schedule and any and all other television, radio or

other broadcasting stations, now or hereafter acquired or controlled, directly

or indirectly, by the Borrower.

"Subsidiary" means any corporation or other entity of which securities or other

ownership interests having ordinary voting power to elect a majority of the

board of directors or other persons performing similar functions are at the

time directly or indirectly owned by the Borrower.

"Total Commitment" means the sum of the Commitments of the Lenders, as in

effect from time to time.

"Total Utilization" means at any time the sum of the aggregate principal amount

of the Loans then outstanding, plus the aggregate amount of the Letter of

Credit Obligations then outstanding.

"Transferee" has the meaning set forth in Section 10.07(d).

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"Unencumbered Total Assets" of any Person means, at any time, total assets of

such Person which are subject to any arrangement specified in 12 CFR Section

221.2(g)(1).

"Utilization Fee" has the meaning set forth in Section 2.06(b).

"Wholly Owned Subsidiary" means any Subsidiary all Equity Interests of which

(except directors' qualifying shares) are at the time directly or indirectly

owned by the Borrower.

SECTION 1.02. Accounting Terms and Determinations.

Unless otherwise specified herein, all terms of an accounting character used

herein shall be interpreted, all accounting determinations hereunder shall be

made, and all financial statements required to be delivered hereunder shall be

prepared in accordance with GAAP, applied on a basis consistent (except for

changes concurred in by the Borrower's independent public accountants or

otherwise required by a change in GAAP) with the most recent audited

consolidated financial statements of the Borrower and its Subsidiaries

delivered by the Borrower to the Lenders, unless with respect to any such

change concurred in by the Borrower's independent public accountants or

required by GAAP, in determining compliance with any of the provisions of this

Agreement or any of the other Loan Documents: (a) the Borrower shall have

objected to determining such compliance on such basis at the time of delivery

of such financial statements, or (b) the Administrative Agent shall so object

in writing within thirty (30) days after the delivery of such financial

statements, in either of which events such calculations shall be made on a

basis consistent with those used in the preparation of the latest financial

statements as to which such objection shall not have been made (which, if

objection is made in respect of the first financial statements delivered under

Section 6.01 hereof, shall mean the financial statements referred to in Section

5.04).

SECTION 1.03. Use of Defined Terms.

All terms defined in this Agreement shall have the same meanings when used in

any of the other Loan Documents, unless otherwise defined therein or unless the

context shall otherwise require.

SECTION 1.04. Terminology.

All personal pronouns used in this Agreement, whether used in the masculine,

feminine or neuter gender, shall include all other genders; the singular shall

include the plural and the plural shall include the singular. Titles of

Articles and Sections in this Agreement are for convenience only, and neither

limit nor amplify the provisions of this Agreement.

SECTION 1.05. References.

Unless otherwise indicated, references in this Agreement to "Articles",

"Exhibits", "Schedules", and "Sections" are references to articles, exhibits,

schedules and sections hereof.

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ARTICLE II

----------

THE CREDITS

SECTION 2.01. Commitment to Lend.

Each Lender severally agrees, on the terms and conditions hereinafter set

forth, to make Loans to the Borrower from time to time on any Business Day

during the period from the Closing Date to the Maturity Date, in an aggregate

amount not to exceed at any time outstanding the amount of such Lender's

Commitment and in a combined amount for all Lenders not to exceed at any time

outstanding the Total Commitment; provided, however, that immediately after

giving effect to any Borrowing of Loans, the sum of the aggregate principal

amount of all of the outstanding Loans, plus the aggregate amount of all

outstanding Letter of Credit Obligations shall not exceed the Total Commitment

then in effect. Each Borrowing that is a Euro-Dollar Borrowing under this

Section 2.01 shall be in an aggregate principal amount of $5,000,000 or any

larger multiple of $1,000,000 and each Borrowing that is a Base Rate Borrowing

under this Section 2.01 shall be in an aggregate principal amount of $2,500,000

or any larger multiple of $500,000 and shall be made from the several Lenders

ratably in proportion to their respective Commitments. Within such limits, and

subject to the other terms and conditions hereof, the Borrower may borrow Loans

under this Section 2.01, prepay Loans pursuant to Section 2.09 and reborrow

Loans pursuant to this Section 2.01 at any time before the Maturity Date.

SECTION 2.02. Procedure for the Borrowing of Loans, Etc.

(a) The Borrower shall give the Administrative Agent irrevocable written

notice in the form attached hereto as Exhibit B (a "Notice of Borrowing") prior

to 1:00 p.m. (Boston, Massachusetts time) on the requested Borrowing Date, in

the case of Base Rate Loans, and not less than two (2) Business Days prior to

the requested Borrowing Date, in the case of Euro-Dollar Loans, specifying:

(i) the requested Borrowing Date;

(ii) the principal amount of the Borrowing;

(iii) whether the Loans comprising the Borrowing are to be Base Rate

Loans or Euro-Dollar Loans; and

(iv) the duration of the Interest Period applicable thereto, subject

to the provisions of the definition of "Interest Period".

(b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall

promptly notify each Lender of the contents thereof and of such Lender's

ratable share of such Borrowing.

Borrowing Date of any Loan, each Lender, severally, will make available to the

Administrative Agent, at its office as specified on Schedule I, in immediately

available funds, the amount of such Lender's Commitment Percentage of the

amount of the requested Loans. Upon receipt from the each Lender of such

amount, and upon the satisfaction of the conditions set forth in Article IV, to

the extent applicable, the Administrative Agent will make the aggregate amount

of such Loans available to the Borrower. The failure or refusal of any Lender

to make available to the Administrative Agent at the aforesaid time on the

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Borrowing Date its share of the amount of the requested Loans shall not relieve

any other Lender from its several obligations hereunder to make available to

the Administrative Agent the amount of such Lender's Commitment Percentage of

the amount of requested Loans.

(d) The Administrative Agent may, unless notified to the contrary by any

Lender on or prior to the Borrowing Date, assume that each Lender has made

available to the Administrative Agent on such Borrowing Date the amount of such

Lender's Commitment Percentage of the amount of the requested Loans to be made

on such Borrowing Date, and the Administrative Agent may, but shall not be

required to, in reliance upon such assumption, make available to the Borrower a

corresponding amount. If any Lender makes available to the Administrative

Agent such amount advanced by the Administrative Agent on a date after such

Borrowing Date, such Lender shall pay to the Administrative Agent on demand an

amount equal to the product (i) of the average computed for the period referred

to in clause (iii) below, of the weighted average interest rate paid by the

Administrative Agent for federal funds acquired by the Administrative Agent

during each day included in such period, times (ii) the amount of such Lender's

Commitment Percentage of such Loans, times (iii) a fraction, the numerator of

which is the number of days that elapse from and including such Borrowing Date

to the date on which the amount of the Lender's Commitment Percentage of such

Loans shall become immediately available to the Administrative Agent, and the

denominator of which is 360. If the amount of such Lender's Commitment

Percentage of such Loans is not made available to the Administrative Agent by

such Lender within three (3) Business Days of such Borrowing Date, the

Administrative Agent shall be entitled to recover such amount from the Borrower

on demand, with interest thereon at the rate per annum applicable to the Loans

made on such Borrowing Date, provided that any such payment by the Borrower

shall be without prejudice to any rights that the Borrower may have against

such Lender. A statement of the Administrative Agent submitted to any Lender

with respect to any amounts owing under this paragraph shall be prima facie

evidence of the amounts due and owing to the Administrative Agent by such

Lender.

(e) Notwithstanding the notice and minimum amount requirements set forth

in this Section 2.02 but otherwise in accordance with the terms and conditions

of this Agreement, the Administrative Agent agrees to make Loans under this

Section 2.02(e) to the Borrower in an aggregate principal amount outstanding at

any time not to exceed $25,000,000. The Borrower acknowledges and agrees that

the making of such Loans shall, in each case, be subject in all respects to the

provisions of this Agreement as if they were Loans covered by a Notice of

Borrowing including, without limitation, the limitations set forth in Section

2.01 and the requirements that the applicable provisions of Article IV be

satisfied. All actions taken by the Administrative Agent pursuant to the

provisions of this Section 2.02(e) shall be conclusive and binding on the

Borrower and the Lenders absent the Administrative Agent's bad faith, gross

negligence or willful misconduct. Loans made pursuant to this Section 2.02(e)

shall be Base Rate Loans or, at the request of the Borrower not less than two

(2) Business Days prior to the requested Borrowing Date, may be Euro-Dollar

Loans with a seven (7) day Interest Period, and prior to Settlement, such

interest shall be for the account of the Administrative Agent.

(f) If any Lender makes a new Loan hereunder on a day on which the

Borrower is to repay all or any part of an outstanding Loan from such Lender,

such Lender shall apply the proceeds of its new Loan to make such repayment and

only an amount equal to the difference (if any) between the amount being

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borrowed and the amount being repaid shall be made available by such Lender to

the Administrative Agent as provided in this Section 2.02 or remitted by the

Borrower to the Administrative Agent as provided in Section 2.11, as the case

may be.

(g) Notwithstanding anything to the contrary contained in this Agreement,

no Euro-Dollar Borrowing may be made if there shall have occurred a Default or

an Event of Default, which Default or Event of Default shall not have been

cured or waived in writing.

(h) In the event that a Notice of Borrowing fails to specify whether the

Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans,

such Loans shall be made as Base Rate Loans.

(i) Notwithstanding anything to the contrary contained herein, (i) there

shall not be more than nine (9) different Interest Periods outstanding at the

same time applicable to the Loans that are Euro-Dollar Loans; and (ii) the

proceeds of any Borrowing that is a Base Rate Borrowing shall be applied first

to repay the unpaid principal amount of all Borrowings that are Base Rate Loans

(if any) outstanding immediately before such Borrowing.

SECTION 2.03. Notes.

(a) The Loans of each Lender shall be evidenced by a single Note payable

to the order of such Lender for the account of its Lending Office in an amount

equal to the original principal amount of such Lender's Commitment.

(b) Upon receipt of each Lender's Note pursuant to Section 4.01, the

Administrative Agent shall deliver such Note to such Lender. Each Lender shall

record, and prior to any transfer of its Note shall endorse on the schedule

forming a part thereof appropriate notations to evidence, the date, amount and

maturity of, and effective interest rate for, each Loan made by it, the date

and amount of each payment of principal made by the Borrower with respect

thereto and whether, in the case of such Lender's Note, such Loan is a Base

Rate Loan or Euro-Dollar Loan, and such schedule shall constitute rebuttable

presumptive evidence of the principal amount owing and unpaid on such Lender's

Notes; provided, that the failure of any Lender to make, or any error in

making, any such recordation or endorsement shall not affect the obligation of

the Borrower hereunder or under the Notes or the ability of any Lender to

assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower

to endorse its Notes and to attach to and make a part of any Note a

continuation of any such schedule as and when required.

SECTION 2.04. Maturity of Loans.

Anything herein express or implied to the contrary notwithstanding, there shall

become and be absolutely and unconditionally due and payable on the Maturity

Date, and the Borrower hereby promises to pay on the Maturity Date, the entire

principal of each of the Loans then remaining unpaid, all of the unpaid

interest accrued thereon, all of the unpaid Fees accrued hereunder and all

other unpaid sums and other Obligations owing under this Agreement or any of

the other Loan Documents.

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SECTION 2.05. Interest Rates.

(a) The Applicable Margin shall be determined by reference to the

Consolidated Leverage Ratio in effect from time to time as set forth in the

pricing grid below; provided, however, until the Borrower delivers to the

Administrative Agent the financial statements required to be delivered pursuant

to Section 6.01 for the Fiscal Year ending June 30, 2002, the Applicable Margin

shall not be less than the Applicable Margin which would be in effect if the

Consolidated Leverage Ratio were equal to 2.50:1.00:

Consolidated Leverage Ratio	Base Rate Loans	Euro-Dollar Loans

Greater than or equal to 3.00:1.00	0%	1.000%

Greater than or equal to 2.50:1.00 but less than 3.00:1.00	0%	0.875%

Greater than or equal to 2.00:1.00 but less than 2.50:1.00	0%	0.750%

Greater than or equal to 1.50:1.00 but less than 2.00:1.00	0%	0.625%

Less than 1.50:1.00	0%	0.500%

The Applicable Margin shall be determined effective as of the date (herein, the

"Rate Determination Date") which is 50 days after the last day of the Fiscal

Quarter, and the Applicable Margin so determined shall remain effective from

such Rate Determination Date until the date which is 50 days after the last day

of the Fiscal Quarter in which such Rate Determination Date falls (which latter

date shall be a new Rate Determination Date); provided, that (i) in the case of

an Applicable Margin determined for the fourth and final Fiscal Quarter of a

Fiscal Year, the Rate Determination Date shall be the date which is 100 days

after the last day of such final Fiscal Quarter and such Applicable Margin

shall be determined based upon the annual audited financial statements for the

Fiscal Year ended on the last day of such final Fiscal Quarter and (ii) if on

any Rate Determination Date the Borrower shall have failed to deliver to the

Lenders the financial statements required to be delivered pursuant to Section

6.01(a) or (b) with respect to the Fiscal Year or Fiscal Quarter, as the case

may be, most recently ended prior to such Rate Determination Date, then for the

period beginning on such Rate Determination Date and ending on the earlier of

(A) the date on which the Borrower shall deliver to the Lenders the financial

statements to be delivered pursuant to Section 6.01(b) with respect to such

Fiscal Quarter or any subsequent Fiscal Quarter, or (B) the date on which the

Borrower shall deliver to the Lenders annual financial statements required to

be delivered pursuant to Section 6.01(a) with respect to the Fiscal Year which

includes such Fiscal Quarter or any subsequent Fiscal Year, the Applicable

Margin shall be the Applicable Margin which would be in effect if the

Consolidated Leverage Ratio were greater than or equal to 3.00:1.00. Any

change in the Applicable Margin on any Rate Determination Date shall result in

a corresponding change, effective on and as of such Rate Determination Date, in

the interest rate applicable to each Loan outstanding on such Rate

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Determination Date; provided, that no Applicable Margin shall be decreased

pursuant to this Section 2.05 if a Default or Event of Default is in existence

on the Rate Determination Date.

(b) Each Loan that is a Base Rate Loan shall bear interest on the

outstanding principal amount thereof, for each day from the date such Base Rate

Loan is made until it becomes due, at a rate per annum equal to the sum of the

Base Rate for such day, plus the Applicable Margin. Such interest shall be

payable on each Interest Payment Date.

outstanding principal amount thereof, for the Interest Period applicable

thereto, at a rate per annum equal to the sum of the Applicable Margin, plus

the applicable Adjusted London Interbank Offered Rate for such Interest Period;

provided, that, if any Euro-Dollar Loan shall, as a result of clause (a)(iii)

of the definition of "Interest Period", have an Interest Period of less than

one month, such Euro-Dollar Loan shall bear interest during such Interest

Period at the rate applicable to Base Rate Loans during such period. Such

interest shall be payable for each Interest Period on the last day thereof and,

if such Interest Period is longer than three (3) months, on each Interest

Payment Date during such Interest Period.

The "Adjusted London Interbank Offered Rate" applicable to any Interest Period

means a rate per annum equal to the quotient obtained (rounded upward, if

necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable

London Interbank Offered Rate for such Interest Period by (ii) 1.00 minus the

Euro-Dollar Reserve Percentage.

The "London Interbank Offered Rate" applicable to any Euro-Dollar Loan means

for the Interest Period of such Euro-Dollar Loan the rate per annum determined

on the basis of the rate for deposits in Dollars of amounts equal or comparable

to the principal amount of such Euro-Dollar Loan offered for a term comparable

to such Interest Period, which rate appears on the display designated as Page

"3750" of the Telerate Service (or such other page as may replace page 3750 of

that service or such other service or services as may be nominated by the

British Banker's Association for the purpose of displaying London Interbank

Offered Rates for U.S. dollar deposits) determined as of 1:00 p.m. New York

City time, two (2) Business Days prior to the first day of such Interest

Period.

"Euro-Dollar Reserve Percentage" means for any day that percentage (expressed

as a decimal) which is in effect on such day, as prescribed by the Board of

Governors of the Federal Reserve System (or any successor) for determining the

maximum reserve requirement for a member bank of the Federal Reserve System in

respect of "Eurocurrency liabilities" (or in respect of any other category of

liabilities which includes deposits by reference to which the interest rate on

Euro-Dollar Loans is determined or any category of extensions of credit or

other assets which includes loans by a non-United States office of any Lender

to United States residents). The Adjusted London Interbank Offered Rate shall

be adjusted automatically on and as of the effective date of any change in the

Euro-Dollar Reserve Percentage.

(d) The Administrative Agent shall determine each interest rate

applicable to the Loans hereunder, and its determination thereof shall be

conclusive in the absence of manifest error. Promptly after each determination

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of an interest rate, the Administrative Agent shall notify the Borrower in

accordance with its usual and customary banking practices.

(e) Notwithstanding the forgoing provisions of this Section 2.05, after

the occurrence and during the continuance of an Event of Default, the principal

amount of the Loans (and, to the extent permitted by Applicable Law, all

accrued interest thereon) shall, at the election of the Required Lenders, bear

interest payable on demand, for each day until paid at a rate per annum equal

to the Default Rate.

SECTION 2.06. Fees.

(a) The Borrower shall pay to the Administrative Agent for the ratable

account of each Lender with a Commitment on the last day of each Fiscal Quarter

in each year and on the earlier of the Maturity Date or the date on which the

Total Commitment shall terminate in full, a commitment fee (the "Commitment

Fee") equal to the product of the average daily excess of the Total Commitment

from time to time in effect from the Effective Date, over the Total

Utilization, times the Applicable Commitment Fee Rate. Such Commitment Fee

shall accrue from and including the Effective Date to and including the

Maturity Date. Notwithstanding the foregoing sentence, for the period

commencing on the Effective Date and continuing until the Borrower delivers to

the Administrative Agent the financial statements required to be delivered

pursuant to Section 6.01 for the Fiscal Year ending June 30, 2002, the

Applicable Commitment Fee Rate shall not be less than the Applicable Commitment

Fee Rate which would be in effect if the Consolidated Leverage Ratio were equal

to 2.50:1.00.

(b) The Borrower shall pay to the Administrative Agent for the ratable

account of each Lender a utilization fee (the "Utilization Fee") calculated

daily at the per annum rate equal to one-eighth of one percent (i.e., 12.5

basis points), times the Total Utilization, for each day on which the Total

Utilization exceeds the product of (A) 0.50 times (B) the Total Commitment in

effect for such date. Such Utilization Fee shall accrue from and including the

Closing Date to and including the Maturity Date and shall be payable quarterly

in arrears on the last day of each Fiscal Quarter; provided, that, should the

Commitments be terminated at any time prior to the Maturity Date for any

reason, the entire accrued and unpaid Utilization Fee shall be paid on the date

of such termination.

other amounts as are provided in the Fee Letters, including the Fees payable

thereunder on the Effective Date.

SECTION 2.07. Optional Termination or Reduction of Commitments.

At any time prior to the Maturity Date, the Borrower may, upon at least five

(5) Business Days' notice to the Administrative Agent, terminate at any time,

or proportionately reduce from time to time by an aggregate amount of at least

$5,000,000 or any larger multiple of $1,000,000, the Total Commitment. If the

Total Commitment is terminated in its entirety, all accrued Fees (as provided

under Section 2.06) shall be payable on the effective date of such termination.

SECTION 2.08. Mandatory Termination of Commitments. The Commitments shall

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terminate on the Maturity Date and any Loans then outstanding (together with

accrued interest thereon and Fees) and all other Obligations shall be due and

payable on such date.

SECTION 2.09. Optional Prepayments of Loans.

(a) The Borrower may prepay any Loan that is a Base Rate Borrowing in

whole at any time, or from time to time in part in amounts aggregating at least

$1,000,000 or any larger multiple of $500,000, by paying the principal amount

to be prepaid together with accrued interest thereon to the date of prepayment.

Each such optional prepayment shall be applied to prepay ratably the Loans of

the several Lenders included in such Base Rate Borrowing.

(b) Except as provided in Section 9.02, the Borrower may not prepay all

or any portion of the principal amount of any Euro-Dollar Loan prior to the

last day of an Interest Period applicable thereto.

SECTION 2.10. Mandatory Prepayments.

(a) If, on any date, the Total Utilization shall exceed the Total

Commitment then in effect, the Borrower shall immediately prepay the principal

of the Loans or Letter of Credit Borrowings in the amount of such excess. Each

payment shall be allocated ratably among the Lenders. If no Loans or Letter of

Credit Borrowings are outstanding, the Borrower shall immediately cash

collateralize, in a manner satisfactory to the Administrative Agent, Letter of

Credit Obligations in the amount of such excess.

(b) If, on any date, the aggregate amount of all Letter of Credit

Obligations then outstanding shall exceed the Letter of Credit Commitment then

in effect, the Borrower shall immediately pay, or cash collateralize in a

manner satisfactory to the Administrative Agent, the amount of the Letter of

Credit Obligations in the amount of such excess.

this Section 2.10, accrued interest on the amount prepaid and any amounts

required pursuant to Section 9.05(a). Any prepayments pursuant to this Section

2.10 made on any day other than an Interest Payment Date for any Loan shall be

applied: first, to any Base Rate Loans then outstanding; and, then, to

Euro-Dollar Loans with the shortest Interest Periods remaining; provided,

however, that, so long as no Default or Event of Default shall then be

continuing, the Administrative Agent shall, upon the request of the Borrower,

apply any such prepayments to Euro-Dollar Loans only on the last day of each of

the respective Interest Periods relating thereto.

SECTION 2.11. General Provisions as to Payments and Taxes.

(a) The Borrower shall make each payment of principal of, and interest on

the Loans and Fees hereunder, not later than 11:00 a.m. (Boston, Massachusetts

time) on the date when due, in Dollars or other immediately available funds to

the Administrative Agent at its address referred to on Schedule I. The

Administrative Agent will promptly distribute to each Lender its ratable share

of each such payment received by the Administrative Agent for the account of

the Lenders. Any payment which is received by the Administrative Agent later

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than 11:00 a.m. (Boston, Massachusetts time) shall be deemed to have been

received on the immediately succeeding Business Day, and any applicable

interest or Fees shall continue to accrue until such payment shall be deemed to

have been received.

(b) Whenever any payment of principal of, or interest on, the Base Rate

Loans or of Fees shall be due on a day which is not a Business Day, the date

for payment thereof shall be extended to the next succeeding Business Day.

Whenever any payment of principal of, or interest on, the Euro-Dollar Loans

shall be due on a day which is not a Business Day, the date for payment thereof

shall be extended to the next succeeding Business Day unless such Business Day

falls in another calendar month, in which case the date for payment thereof

shall be the next preceding Business Day. If the date for any payment of

principal is extended by operation of law or otherwise, interest thereon shall

be payable for such extended time.

(c)

(i) All payments of principal, interest and Fees and all other

amounts to be made by the Borrower pursuant to this Agreement with respect

to any Loan or Fee relating thereto shall be paid without deduction for,

and free from, any tax, imposts, levies, duties, deductions, or

withholdings of any nature now or at anytime hereafter imposed by any

Governmental Authority or by any taxing authority thereof or therein

excluding in the case of each Lender, (A) taxes imposed on or measured by

its net income, (B) franchise taxes imposed on it, by the jurisdiction

under the laws of which such Lender is organized or any political

subdivision thereof, and (C) taxes imposed on its income, and franchise

taxes imposed on it, by the jurisdiction of such Lender's applicable

Lending Office or any political subdivision thereof (all such non-excluded

taxes, imposts, levies, duties, deductions or withholdings of any nature

being "Non-excluded Taxes"). In the event that the Borrower is required

by applicable law to make any such withholding or deduction of

Non-excluded Taxes with respect to any Loan or Fee or other amount,

promptly after receiving notice thereof, the Borrower shall pay such

deduction or withholding to the applicable taxing authority, shall

promptly furnish to any Lender in respect of which such deduction or

withholding is made all receipts and other documents evidencing such

payment and shall pay to such Lender additional amounts as may be

necessary in order that the amount received by such Lender after the

required withholding or other payment shall equal the amount such Lender

would have received had no such withholding or other payment been made.

If no withholding or deduction of Non-excluded Taxes are payable in

respect of any Loan or Fee relating thereto, the Borrower shall furnish

any Lender, at such Lender's request, a certificate from each applicable

taxing authority or an opinion of counsel acceptable to such Lender, in

either case stating that such payments are exempt from or not subject to

withholding or deduction of Non-excluded Taxes. If the Borrower fails to

provide such original or certified copy of a receipt evidencing payment of

Non-excluded Taxes or certificate(s) or opinion of counsel of exemption,

the Borrower hereby agrees to compensate such Lender for, and indemnify

them with respect to, the tax consequences of the Borrower's failure to

provide evidence of tax payments or tax exemption.

(ii) In the event any Lender receives a refund of any Non-excluded

Taxes paid by the Borrower pursuant to this Section 2.11, it will pay to

the Borrower the amount of such refund promptly upon receipt thereof;

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provided, however, if at any time thereafter it is required to return such

refund, the Borrower shall promptly repay to it the amount of such refund.

(iii) Without prejudice to the survival of any other agreement of

the Borrower hereunder, the agreements and obligations of the Borrower

contained in this Section 2.11 shall be applicable with respect to any

Participant, Assignee or other Transferee, except as otherwise provided by

clause (iv) below, and any calculations required by such provisions (A)

shall be made based upon the circumstances of such Participant, Assignee

or other Transferee, and (B) constitute a continuing agreement and shall

survive the termination of this Agreement and the payment in full or

cancellation of the Notes.

(iv) Each Lender which is organized under the laws of a jurisdiction

outside of the United States agrees that:

(A) it shall, no later than the Effective Date (or, in the case

of a Lender which becomes a party hereto pursuant to Section 10.07

after the Effective Date, the date upon which such Lender becomes a

party hereto) deliver to the Borrower through the Administrative

Agent two accurate and complete signed originals of Internal Revenue

Service Form W-8BEN or any successor thereto ("Form W-8BEN"), or two

accurate and complete signed originals of Internal Revenue Service

Form W-8ECI or any successor thereto ("Form W-8ECI"), as appropriate,

in each case indicating that such Lender is on the date of delivery

thereof entitled to receive all payments under this Agreement and the

other Loan Documents free from withholding of United States Federal

income tax;

(B) if at any time such Lender makes any changes, including a

change of a Lending Office or its principal office, place of

incorporation or fiscal residence, necessitating a new Form W-8BEN or

Form W-8ECI, it shall, to the extent it is legally entitled to do so,

promptly deliver to the Borrower through the Administrative Agent in

replacement for, or in addition to, the forms previously delivered by

it hereunder, two accurate and complete signed originals of Form

W-8BEN or Form W-8ECI, as appropriate, in each case indicating that

such Lender is on the date of delivery thereof entitled to receive

all payments under this Agreement and the other Loan Documents free

from any withholding of any United States Federal income tax;

before or promptly after the occurrence of any event (including the

passing of time but excluding any event mentioned in clause (B)

above) requiring a change in or renewal of the most recent Form

W-8BEN or Form W-8ECI previously delivered by such Lender, deliver to

the Borrower through the Administrative Agent two accurate and

complete signed originals of Form W-8BEN or Form W-8ECI in

replacement for the forms previously delivered by such Lender

indicating that such Lender continues to be entitled to receive all

payments under this Agreement and the other Loan Documents free from

any withholding of any United States Federal income tax;

(D) it shall, to the extent it is legally entitled to do so,

promptly upon the reasonable request of the Borrower or the

Administrative Agent to that effect, deliver to the Borrower or the

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Administrative Agent (as the case may be) such other forms or similar

documentation as may be required from time to time by any Applicable

Law, in order to establish such Lender's complete exemption from

withholding on all payments under this Agreement or any of the other

Loan Documents;

(E) if such Lender claims or is entitled to claim exemption

from withholding tax under a United States tax treaty by providing a

Form W-8ECI and such Lender sells or grants a participation in all or

part of its rights under this Agreement, such Lender shall notify the

Administrative Agent of the percentage amount in which it is no

longer the beneficial owner under this Agreement. To the extent of

such percentage amount, the Administrative Agent shall treat such

Lender's Form W-8ECI as no longer in compliance with this Section

2.11(c)(iv). In the event a Lender claiming exemption from United

States withholding tax by filing Form W-8BEN with the Administrative

Agent sells or grants a participation in its rights under this

Agreement, such Lender agrees to undertake sole responsibility for

complying with the withholding tax requirements imposed by Sections

1441 and 1442 of the Code; and

(F) without limiting or restricting any Lender's right to

increased amounts under Section 2.11(c)(i) from the Borrower upon

satisfaction of such Lender's obligations under the provisions of

this Section 2.11(c)(iv), if such Lender is entitled to a reduction

in the applicable withholding tax, the Administrative Agent may (but

shall not be obligated to) withhold from any interest to such Lender

an amount equivalent to the applicable withholding tax after taking

into account such reduction.

If the forms or other administrative documentation required by clause (A) are

not delivered to the Administrative Agent, then the Administrative Agent shall

withhold from any interest payment to a Lender not providing such forms or

other documentation, an amount equivalent to the applicable withholding tax

and, in addition, the Administrative Agent shall also withhold against periodic

payments other than interest payments to the extent United States withholding

tax is not eliminated by obtaining Form W-8BEN or Form W-8ECI. The Borrower

shall indemnify and hold harmless the Administrative Agent and each of its

officers, directors, employees, counsel, agents and attorneys-in-fact from and

against any and all liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, charges, expenses or disbursements (including

Attorney Costs) of any kind whatsoever from time to time incurred as a result

of or in connection with the Administrative Agent's failure to withhold as

provided pursuant to the preceding sentence, unless such failure constitutes

gross negligence or willful misconduct of the Administrative Agent itself as

the same is determined by a final non-appealable judgment of a court of

competent jurisdiction, and the Obligations of the Borrower under this sentence

shall survive payment of all other Obligations.

(v) The Borrower shall not be required to pay any additional amounts

in respect of Non-excluded Taxes imposed by any United States Federal

Governmental Authority pursuant to Section 2.11(c)(i) to any Lender:

(A) if and to the extent the obligation to pay such additional

amounts would not have arisen but for a failure by such Lender to

comply with its obligations under Section 2.11(c)(iv) in respect of

its Lending Office;

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(B) if such Lender shall have delivered to the Borrower a Form

W-8BEN in respect of its Lending Office pursuant to Section 2.11(c)

(iv)(A)-(C) or such other forms or other similar documentation

pursuant to Section 2.11(c)(iv)(D), to the extent such Lender shall

not at any time be entitled to exemption from all deductions or

withholding of United States Federal income tax in respect of

payments by the Borrower under this Agreement or any of the other

Loan Documents for the account of such Lending Office for any reason

other than a change in United States Applicable Law or in the

official interpretation of any such Applicable Law by any

Governmental Authority charged with the interpretation or

administration thereof (whether or not having the force of law) after

the date of delivery of such Form W-8BEN or such other forms or other

similar documentation.

(vi) Each Lender agrees that it shall, at any time upon reasonable

advance request in writing by the Borrower or the Administrative Agent,

promptly deliver such certification or other documentation as may be

required under Applicable Law in any applicable jurisdiction and which

such Lender is entitled to submit to avoid or reduce withholding taxes on

amounts to be paid by the Borrower and received by such Lender pursuant to

this Agreement or any of the other Loan Documents.

SECTION 2.12. Computation of Interest and Fees.

Interest on Base Rate Loans shall be computed on the basis of a year of 360

days and paid for the actual number of days elapsed (including the first day

but excluding the last day). Interest on Euro-Dollar Loans shall be computed

on the basis of a year of 360 days and paid for the actual number of days

elapsed, calculated as to each Interest Period from and including the first day

thereof to but excluding the last day thereof. Fees payable hereunder shall be

computed on the basis of a year of 360 days and paid for the actual number of

days elapsed (including the first day but excluding the last day).

SECTION 2.13. Settlement.

(a) On each Settlement Date, the Administrative Agent shall, not later

than 2:00 p.m. (Boston, Massachusetts time), give telephonic or facsimile

notice (i) to the Lenders and the Borrower of the respective outstanding amount

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of Loans made by the Administrative Agent pursuant to Section 2.02(e) on behalf

of the Lenders from the immediately preceding Settlement Date through the close

of business on the prior day and (ii) to the Lenders of the amount (a

"Settlement Amount") that each Lender (a "Settling Lender") shall pay to effect

a Settlement of any Loan. A statement of the Administrative Agent submitted to

the Lenders and the Borrower or to the Lenders with respect to any amounts

owing under this Section 2.13 shall be prima facie evidence of the amount due

and owing. Each Settling Lender shall, not later than 3:00 p.m. (Boston,

Massachusetts time) on such Settlement Date, effect a wire transfer of

immediately available funds to the Administrative Agent in the amount of the

Settlement Amount for such Settling Lender. All funds advanced by any Lender

as a Settling Lender pursuant to this Section 2.13 shall for all purposes be

treated as a Loan made by such Settling Lender to the Borrower and all funds

received by the Administrative Agent pursuant to this Section 2.13 shall for

all purposes be treated as repayment of amounts owed with respect to Loans made

by the Administrative Agent. In the event that any bankruptcy, reorganization,

liquidation, receivership or similar cases or proceedings in which the Borrower

is a debtor prevents a Settling Lender from making any Loan to effect a

Settlement as contemplated hereby, such Settling Lender will make such

dispositions and arrangements with the Administrative Agent with respect to

such Loans, either by way of purchase of participations, distribution, pro

tanto assignment of claims, subrogation or otherwise as shall result in the

Administrative Agent receiving the full amount to which it is entitled under

this Section 2.13(a) and each Lender's share of the outstanding Loans being

equal, as nearly as may be, to such Lender's Commitment Percentage of the

outstanding amount of the Loans.

(b) The Administrative Agent may, unless notified to the contrary by any

Settling Lender on or prior to a Settlement Date, assume that such Settling

Lender has made or will make available to the Administrative Agent on such

Settlement Date the amount of such Settling Lender's Settlement Amount. If any

Settling Lender makes available to the Administrative Agent such amount on a

date after such Settlement Date, such Settling Lender shall pay to the

Administrative Agent on demand an amount equal to the product of (i) the

average computed for the period referred to in clause (iii) below, of the

Federal Funds Rate for each day included in such period, times (ii) the amount

of such Settlement Amount, times (iii) a fraction, the numerator of which is

the number of days that elapse from and including such Settlement Date to the

date on which the amount of such Settlement Amount shall become immediately

available to the Administrative Agent, and the denominator of which is 360. A

statement of the Administrative Agent submitted to such Settling Lender with

respect to any amounts owing under this Section 2.13(b) shall be prima facie

evidence of the amount due and owing to the Administrative Agent by such

Settling Lender. If such Settling Lender's Settlement Amount is not made

available to the Administrative Agent by such Settling Lender within three (3)

Business Days following such Settlement Date, the Administrative Agent shall be

entitled to recover such amount from the Borrower on demand, with interest

thereon at the rate per annum applicable to the Loans as of such Settlement

Date.

the Administrative Agent at the aforesaid time and place on any Settlement Date

the amount of such Settling Lender's Settlement Amount shall not (i) relieve

any other Settling Lender from its several obligations hereunder to make

available to the Administrative Agent the amount of such other Settling

Lender's Settlement Amount or (ii) impose upon any Lender, other than the

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Settling Lender so failing or refusing, any liability with respect to such

failure or refusal or otherwise increase the Commitment of such other Lender.

(d) Each Settling Lender's obligation in accordance with this Agreement

to pay to the Administrative Agent the Settlement Amount on each Settlement

Date as contemplated by this Section 2.13 shall be absolute, unconditional

irrevocable and without recourse to the Administrative Agent and shall not be

affected by any circumstance, including: (i) any set-off, counterclaim, defense

or other right which such Lender may have against the Administrative Agent, the

Borrower or any other Person for any reason whatsoever; (ii) the occurrence or

continuation of any Default or Event of Default or any Material Adverse Effect

or the Borrower's failure to satisfy any condition set forth in Article IV; or

(iii) any other circumstance, happening or event whatsoever, whether or not

similar to any of the foregoing.

SECTION 2.14. Conversion and Continuation Elections for all Borrowings.

(a) The Borrower may upon irrevocable written notice (or telephonic

notice immediately confirmed in writing) to the Administrative Agent in

accordance with paragraph (b):

(i) elect to convert on any Business Day, any Base Rate Loans (or

any part thereof in an amount of not less than $500,000 or an integral

multiple of $500,000 in excess thereof) into Euro-Dollar Loans;

(ii) elect to convert on the last day of any Interest Period with

respect thereto, any Euro-Dollar Loans (or any part thereof in an amount

of not less than $500,000 or an integral multiple of $500,000 in excess

thereof) into Base Rate Loans; or

(iii) elect to continue on the last day of any Interest Period with

respect thereto, any Euro-Dollar Loans (or any part thereof in an amount

of not less than $500,000 or an integral multiple of $500,000 in excess

thereof) as Euro-Dollar Loans;

provided, however, that, if any Borrowing comprised of Euro-Dollar Loans shall

have been reduced, by payment, prepayment or conversion, to an amount that is

less than $1,000,000 then the Euro-Dollar Loans comprising such Borrowing shall

automatically convert into Base Rate Loans on the last day of the then-current

Interest Period relating thereto.

(b) The Borrower shall deliver a Notice of Conversion/Continuation to be

received by the Administrative Agent not later than (i) 1:00 p.m. (Boston,

Massachusetts time) not less than two (2) Business Days in advance of the

Conversion Date or Continuation Date, if the Loans are to be converted into or

continued as Euro-Dollar Loans, and (ii) 1:00 p.m. (Boston, Massachusetts time)

on the requested Conversion Date, if the Loans are to be converted into Base

Rate Loans, specifying:

(A) the proposed Conversion Date or Continuation Date, which

shall in each case be a Business Day;

(B) the aggregate principal amount of all Loans to be converted

or continued;

(D) the duration of the requested Interest Periods, if

applicable.

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Euro-Dollar Loans, the Borrower shall have failed to select on a timely basis

new Interest Periods to be applicable thereto, such Euro-Dollar Loans shall

automatically convert into Base Rate Loans upon the expiration of such periods.

(d) Upon receipt of a Notice of Conversion/Continuation, the

Administrative Agent will promptly notify each Lender thereof, or, if no timely

notice is provided by the Borrower, the Administrative Agent will promptly

notify each Lender of the details of any automatic conversion. All conversions

and continuations shall be made pro rata according to the respective

outstanding principal amounts of the Loans with respect to which the notice was

given.

(e) During the continuation of any Default, the Borrower may not elect to

have any Loan converted into or continued as a Euro-Dollar Loan.

ARTICLE III

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THE LETTERS OF CREDIT

SECTION 3.01. Letter of Credit Subfacility.

(a) On the terms and conditions set forth herein (i) the Issuing Lender

agrees (A) from time to time, on any Business Day during the period from the

Closing Date to the date which is thirty (30) days prior to the Maturity Date

to issue Letters of Credit for the account of the Borrower, and to amend or

renew Letters of Credit previously issued by it, in accordance with Section

3.02(b) and Section 3.02(d), and (B) to honor drafts under the Letters of

Credit; and (ii) the Lenders severally agree to participate in Letters of

Credit issued for the account of the Borrower; provided, however, that the

Issuing Lender shall not issue any Letter of Credit if as of the date of, and

immediately after giving effect to, the issuance of such Letter of Credit: (A)

there shall be continuing any Event of Default of which the Issuing Lender

shall have received written notice from the Borrower or the Administrative

Agent; (B) the aggregate amount of all Letter of Credit Obligations, plus the

aggregate principal amount of all Loans shall exceed the Total Commitment then

in effect; or (C) the Letter of Credit Obligations shall exceed the Letter of

Credit Commitment then in effect.

(b) The Issuing Lender shall be under no obligation to issue any Letter

of Credit if:

(i) any order, judgment or decree of any Governmental Authority

shall by its terms purport to enjoin or restrain the Issuing Lender from

issuing such Letter of Credit, or any Applicable Law or any request or

directive (whether or not having the force of law) from any Governmental

Authority with jurisdiction over the Issuing Lender shall prohibit, or request

that the Issuing Lender refrain from, the issuance of letters of credit

generally or such Letter of Credit in particular or shall impose upon such

Issuing Lender with respect to such Letter of Credit any restriction, reserve

or capital requirement (for which the Issuing Lender is not otherwise

compensated hereunder) not in effect on the Closing Date or shall impose upon

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the Issuing Lender any unreimbursable loss, cost or expense which was not

applicable on the Closing Date and which the Issuing Lender reasonably deems

material to it;

(ii) the Issuing Lender shall have received written notice from any

Lender or from the Borrower, on or prior to the requested date of issuance of

such Letter of Credit, that one or more of the applicable conditions precedent

contained in Article IV is not then satisfied;

(iii) the expiry date of any requested Letter of Credit (A) is more

than one (1) year after the date of issuance, unless the Issuing Lender have

approved such expiry date, or (B) is later than the Maturity Date;

(iv) any requested Letter of Credit is not in form and substance

reasonably acceptable to the Issuing Lender, or the issuance of a Letter of

Credit shall violate any applicable policies of the Issuing Lender; or

(v) such Letter of Credit is in a face amount less than $50,000 or

to be denominated in a currency other than Dollars.

SECTION 3.02. Issuance, Amendment and Renewal of Letters of Credit.

(a) Each Letter of Credit shall be issued upon the irrevocable written

request of the Borrower received by the Issuing Lender (with a copy sent by the

Borrower to the Administrative Agent) at least four (4) Business Days (or such

shorter time as the Issuing Lender may agree in a particular instance in its

sole discretion) prior to the proposed date of issuance, and approval by the

Administrative Agent of such request. Each request by the Borrower for issuance

of a Letter of Credit shall be by facsimile, confirmed promptly in an original

writing, in the form of a Letter of Credit Application, and shall specify in

form and detail reasonably satisfactory to the Issuing Lender: (i) the proposed

date of issuance of the Letter of Credit (which shall be a Business Day); (ii)

the face amount of the Letter of Credit; (iii) the expiry date of the Letter of

Credit; (iv) the name and address of the beneficiary thereof; (v) the documents

to be presented by the beneficiary of the Letter of Credit in case of any

drawing thereunder; (vi) the full text of any certificate to be presented by

the beneficiary in case of any drawing thereunder; and (vii) such other matters

as the Issuing Lender may reasonably require.

(b) From time to time while a Letter of Credit is outstanding and prior

to the Maturity Date, the Issuing Lender will, upon the written request of the

Borrower received by the Issuing Lender (with a copy sent by the Borrower to

the Administrative Agent) at least four (4) Business Days (or such shorter time

as the Issuing Lender may agree in a particular instance in its sole

discretion) prior to the proposed date of amendment, upon approval by the

Administrative Agent of such request, amend any Letter of Credit issued by it.

Each such request by the Borrower for amendment of a Letter of Credit shall be

made by facsimile, confirmed promptly in an original writing, in the form of a

Letter of Credit Amendment Application and shall specify in form and detail

reasonably satisfactory to the Issuing Lender: (i) the Letter of Credit to be

amended; (ii) the proposed date of amendment of the Letter of Credit (which

shall be a Business Day); (iii) the nature of the proposed amendment; and (iv)

such other matters as the Issuing Lender may reasonably require. The Issuing

Lender shall be under no obligation to amend any Letter of Credit if (i) the

Issuing Lender would have no obligation at such time to issue such Letter of

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Credit in its amended form under the terms of this Agreement; or (ii) the

beneficiary of any such Letter of Credit does not accept the proposed amendment

to the Letter of Credit.

receipt by it of any Letter of Credit Application or Letter of Credit Amendment

Application.

(d) The Issuing Lender and the Lenders agree that, while a Letter of

Credit is outstanding and prior to the Maturity Date, at the option of the

Borrower and upon the written request of the Borrower received by the Issuing

Lender (with a copy sent by the Borrower to the Administrative Agent) at least

four (4) Business Days (or such shorter time as the Issuing Lender may agree in

a particular instance in its sole discretion) prior to the proposed date of

notification of renewal, the Issuing Lender shall be entitled to authorize the

automatic renewal of any Letter of Credit issued by it. Each such request for

renewal of a Letter of Credit shall be made by facsimile, confirmed promptly in

an original writing, in the form of a Letter of Credit Amendment Application,

and shall specify in form and detail reasonably satisfactory to the Issuing

Lender: (i) the Letter of Credit to be renewed; (ii) the proposed date of

notification of renewal of the Letter of Credit (which shall be a Business

Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such

other matters as the Issuing Lender may reasonably require. The Issuing Lender

shall be under no obligation to renew any Letter of Credit if the Issuing

Lender would have no obligation at such time to issue or amend such Letter of

Credit in its renewed form under the terms of this Agreement. If any

outstanding Letter of Credit shall provide that it shall be automatically

renewed unless the beneficiary thereof receives notice from the Issuing Lender

that such Letter of Credit shall not be renewed, and if at the time of renewal

the Issuing Lender would be entitled to authorize the automatic renewal of such

Letter of Credit in accordance with this Section 3.02(d) upon the request of

the Borrower but the Issuing Lender shall not have received any Letter of

Credit Amendment Application from the Borrower with respect to such renewal or

other written direction from the Borrower with respect thereto, the Issuing

Lender shall nonetheless be permitted to allow such Letter of Credit to be

renewed, and the Borrower and the Lenders hereby irrevocably authorize each

such renewal, and, accordingly, the Issuing Lender shall be deemed to have

received a Letter of Credit Amendment Application from the Borrower requesting

such renewal.

(e) This Agreement shall control in the event of any conflict with any

Letter of Credit Related Document (other than any Letter of Credit, the

provisions of which shall control in any event). The Issuing Lender will also

deliver to the Administrative Agent, concurrently or promptly following its

delivery of a Letter of Credit, or any amendment to or renewal of a Letter of

Credit, to a beneficiary, a true and complete copy of each such Letter of

Credit or amendment to or renewal of a Letter of Credit.

SECTION 3.03. Participations, Drawings and Reimbursement.

(a) Immediately upon the issuance of each Letter of Credit, each Lender

shall be deemed to, and hereby irrevocably and unconditionally agrees to,

purchase from the Issuing Lender a participation in such Letter of Credit and

each drawing thereunder in an amount equal to the product of (i) the Commitment

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Percentage of such Lender then in effect, times (ii) the maximum amount

available to be drawn under such Letter of Credit and the amount of such

drawing, respectively.

(b) In the event of any request for a drawing under a Letter of Credit by

the beneficiary or transferee thereof, the Issuing Lender will promptly notify

the Borrower. The Borrower shall reimburse the Issuing Lender prior to 12:00

p.m. (Boston, Massachusetts time), on each date that any amount is paid by the

Issuing Lender under any Letter of Credit (each such date, a "Disbursement

Date"), in an amount equal to the amount so paid by the Issuing Lender,

provided that if such drawing occurs after 12:00 p.m. (Boston, Massachusetts

time), the Disbursement Date shall be deemed to be the day following the date

of such drawing. In the event that the Borrower shall fail to reimburse the

Issuing Lender for the full amount of any drawing under any Letter of Credit by

12:00 p.m. (Boston, Massachusetts time) on the Disbursement Date, the Issuing

Lender will promptly notify the Administrative Agent and the Administrative

Agent will promptly notify each Lender thereof, and the Borrower shall be

deemed to have requested that Loans consisting of Base Rate Loans be made by

the Lenders (and the Borrower hereby irrevocably consents to such deemed

request) pursuant to Section 2.01 to be disbursed on the Disbursement Date

under such Letter of Credit, subject always to the satisfaction of the

conditions set forth in Section 4.02. Any notice given by the Issuing Lender

or the Administrative Agent pursuant to this Section 3.03(b) may be oral if

immediately confirmed in writing (including by facsimile); provided, however,

that the lack of such an immediate confirmation shall not affect the

conclusiveness or binding effect of such notice.

3.03(b) make available to the Administrative Agent for the account of the

Issuing Lender an amount in Dollars and in immediately available funds equal to

its Commitment Percentage of the amount of the drawing, whereupon the

participating Lenders shall (subject to Section 3.03(d)) each be deemed to have

made a Loan consisting of a Base Rate Loan to the Borrower in that amount. If

any Lender so notified shall fail to make available to the Administrative Agent

for the account of the Issuing Lender the amount of such Lender's Commitment

Percentage of the amount of the drawing by no later than 1:00 p.m. (Boston,

Massachusetts time) on the Disbursement Date, then interest shall accrue on

such Lender's obligation to make such payment, from the Disbursement Date to

the date such Lender makes such payment, at a rate per annum equal to (i) the

Federal Funds Rate in effect from time to time during the period commencing on

the Disbursement Date and ending on the date three (3) Business Days

thereafter, and (ii) thereafter, at the Base Rate as in effect from time to

time. The Administrative Agent will promptly give notice of each Disbursement

Date, but failure of the Administrative Agent to give any such notice on the

Disbursement Date or in sufficient time to enable any Lender to effect such

payment on such date shall not relieve such Lender from its obligations under

this Section 3.03.

(d) With respect to any unreimbursed drawing which is not converted into

Loans consisting of Base Rate Loans because the applicable conditions precedent

set forth in Section 4.02 cannot be satisfied, the Borrower shall be deemed to

have obtained from the Issuing Lender a Letter of Credit Borrowing in the

amount of such drawing, which Letter of Credit Borrowing shall be due and

payable on demand (together with interest) and shall bear interest at a rate

per annum equal to the Base Rate, plus the Applicable Margin for Base Rate

Loans, plus, in the case of any Letter of Credit Borrowing outstanding after

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the Disbursement Date, two percent (2%) per annum, and each Lender's payment to

the Issuing Lender pursuant to Section 3.03(c) shall be deemed a payment in

respect of its participation in such Letter of Credit Borrowing.

(e) Each Lender's obligation in accordance with this Agreement to make

Loans or to fund its participation in Letter of Credit Borrowings, as

contemplated by this Section 3.03, as a result of any drawing under a Letter of

Credit shall be absolute, unconditional irrevocable and without recourse to the

Issuing Lender and shall not be affected by any circumstance, including: (i)

any set-off, counterclaim, defense or other right which such Lender may have

against the Issuing Lender, the Borrower or any other Person for any reason

whatsoever; (ii) the occurrence or continuation of any Default or Event of

Default or any Material Adverse Effect; or (iii) any other circumstance,

happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 3.04. Repayment of Participation.

(a) Upon (and only upon) receipt by the Administrative Agent for the

account of the Issuing Lender of funds from the Borrower (i) in reimbursement

of any payment made by the Issuing Lender under the Letter of Credit with

respect to which any Lender has paid the Administrative Agent for the account

of the Issuing Lender for such Lender's participation in the Letter of Credit

pursuant to Section 3.03, or (ii) in payment of interest on amounts described

in clause (i), the Administrative Agent will pay to each Lender, in the same

funds as those received by the Administrative Agent for the account of the

Issuing Lender, the amount of such Lender's Commitment Percentage of such

funds, and the Issuing Lender shall receive the amount of the Commitment

Percentage of such funds of any Lender that did not so pay the Administrative

Agent for the account of the Issuing Lender.

(b) If the Administrative Agent or the Issuing Lender is required at any

time to return to the Borrower, or to any trustee, receiver, liquidator,

custodian or any other similar official in any Insolvency Proceeding, any

portion of the payments made by the Borrower to the Administrative Agent for

the account of the Issuing Lender pursuant to Section 3.04(a) in reimbursement

of a payment made under the Letter of Credit or interest or fees thereon, each

Lender shall, on demand of the Administrative Agent, forthwith return to the

Administrative Agent or such Issuing Lender the amount of its Commitment

Percentage of any amounts so returned by the Administrative Agent or the

Issuing Lender plus interest thereon, from the date such demand is made to the

date such amounts are returned by such Lender to the Administrative Agent or

the Issuing Lender, at a rate per annum equal to the Federal Funds Rate in

effect from time to time.

SECTION 3.05. Role of Issuing Lender.

(a) Each Lender and the Borrower agree that, in paying any drawing under

a Letter of Credit, the Issuing Lender shall not have any responsibility to

obtain any document (other than any sight draft and certificates expressly

required by the Letter of Credit) or to ascertain or inquire as to the validity

or accuracy of any such document or the authority of the Person executing or

delivering any such document.

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(b) Neither the Issuing Lender nor any of the respective correspondents,

participants or assignees of the Issuing Lender shall be liable to any Lender

or the Borrower for: (i) any action taken or omitted in connection herewith at

the request or with the approval of the Required Lenders; (ii) any action taken

or omitted in the absence of gross negligence or willful misconduct; or (iii)

the due execution, effectiveness, validity or enforceability of any Letter of

Credit Related Document.

omissions of any beneficiary or transferee with respect to its use of any

Letter of Credit. Neither the Issuing Lender nor any of the respective

correspondents, participants or assignees of the Issuing Lender shall be liable

or responsible for any of the matters described in clauses (a) through (f) of

Section 3.06; provided, however, that the Borrower may have a claim against the

Issuing Lender, and the Issuing Lender may be liable to the Borrower, to the

extent, but only to the extent, of any direct, as opposed to consequential or

exemplary, damages suffered by the Borrower and only to the extent which the

Borrower shall have proved were caused by the Issuing Lender's willful

misconduct or gross negligence, as such has been determined by a final

non-appealable judgment, or the Issuing Lender's willful failure to pay under

any Letter of Credit after the presentation to it by the beneficiary of a sight

draft and certificate(s) strictly complying with the terms and conditions of

such Letter of Credit. In furtherance and not in limitation of the foregoing:

(i) the Issuing Lender may accept documents that appear on their face to be in

order, without responsibility for further investigation, regardless of any

notice or information to the contrary; and (ii) the Issuing Lender shall not be

responsible for the validity or sufficiency of any Instrument transferring or

assigning or purporting to transfer or assign a Letter of Credit or the rights

or benefits thereunder or proceeds thereof, in whole or in part, which may

prove to be invalid or ineffective for any reason.

SECTION 3.06. Obligations Absolute.

The obligations of the Borrower under this Agreement and any Letter of Credit

Related Document to reimburse the Issuing Lender for each drawing under each

Letter of Credit, to repay each Letter of Credit Borrowing and to repay each

drawing under a Letter of Credit converted into Loans, shall be absolute,

unconditional and irrevocable, and shall be paid strictly in accordance with

the terms of this Agreement and each such other Letter of Credit Related

Document under all circumstances, including the following:

(a) any lack of validity or enforceability of this Agreement or any

Letter of Credit Related Document;

(b) any change in the time, manner or place of payment of, or in any

other term of, all or any of the obligations of the Borrower in respect of any

Letter of Credit or any other amendment or waiver of or any consent to

departure from all or any of the Letter of Credit Related Documents;

Borrower may have at any time against any beneficiary or any transferee of any

Letter of Credit (or any Person for whom any such beneficiary or any such

transferee may be acting), the Issuing Lender or any other Person, whether in

connection with this Agreement, the transactions contemplated hereby or by the

Letter of Credit Related Documents or any unrelated transactions;

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(d) any draft, demand, certificate or other document presented under any

Letter of Credit proving to be forged, fraudulent, invalid or insufficient in

any respect or any statement therein being untrue or inaccurate in any respect;

or any loss or delay in the transmission or otherwise of any document required

in order to make a drawing under any Letter of Credit;

(e) any payment by the Issuing Lender under any Letter of Credit against

presentation of a draft or certificate that does not strictly comply with the

terms of such Letter of Credit; or any payment made by the Issuing Lender under

any Letter of Credit to any Person purporting to be a trustee in bankruptcy,

debtor-in-possession, assignee for the benefit of creditors, liquidator,

receiver or other representative of or successor to any beneficiary or any

transferee of any Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not

similar to any of the foregoing, including any other circumstance that might

otherwise constitute a defense available to, or a discharge of, the Borrower or

any guarantor.

SECTION 3.07. Outstanding Letter of Credit Obligations at Maturity.

Upon the request of the Administrative Agent, if, as of the Maturity Date, any

Letters of Credit shall for any reason remain outstanding and partially or

wholly undrawn, then the Borrower shall immediately pay to the Administrative

Agent an amount equal to such Letter of Credit Obligations to be held as cash

collateral.

SECTION 3.08. Letter of Credit Fees.

(a) The Borrower shall pay to the Administrative Agent, for the ratable

account of each Lender with a Commitment, letter of credit fees ("Letter of

Credit Fees") with respect to all Letters of Credit equal to (i) the Applicable

Margin for Loans that are Euro-Dollar Loans, times (ii) the face amount of each

Letter of Credit to be issued, and such Letter of Credit Fees shall be due and

payable in arrears on the last day of each Fiscal Quarter.

(b) The Borrower shall pay directly to the Issuing Lender, for the

Issuing Lender's own account, a Letter of Credit fronting fee equal to

one-eighth of one percent (i.e., 12.5 basis points), times the face amount of

each Letter of Credit to be issued, and such Letter of Credit fronting fee

shall be due and payable on the date of issuance of such Letter of Credit by

the Issuing Lender.

to time, on demand by the Issuing Lender and for its own account, such other

reasonable issuance, presentation, payment, amendment, transfer and other

processing fees, and other standard and reasonable charges, of the Issuing

Lender relating to letters of credit as are in accordance with the Issuing

Lender's standard schedule for such fees and charges in effect from time to

time.

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SECTION 3.09. Uniform Customs and Practice.

The Uniform Customs and Practice for Documentary Credits as most recently

published by the International Chamber of Commerce (unless otherwise expressly

provided in the Letters of Credit) shall apply to the Letters of Credit.

ARTICLE IV

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CONDITIONS TO BORROWINGS

SECTION 4.01. Conditions to Making First Credit Extension.

The obligations of each of the Lenders and the Issuing Lender to make its first

Credit Extension on the Closing Date hereunder are subject to the fulfillment

of each of the following conditions precedent prior to or simultaneously with

the making of the first Credit Extension on the Closing Date:

(a) receipt by the Administrative Agent from each of the parties hereto

of a duly executed counterpart of this Agreement signed by such party which

shall be in full force and effect;

(b) receipt by the Administrative Agent of a duly executed Note for the

account of each Lender complying with the provisions of Section 2.03;

with any opinions of local counsel relied on therein) of the General Counsel

for the Borrower, dated as of the Closing Date, substantially in the form of

Exhibit G hereto and covering such additional matters relating to the

transactions contemplated hereby as the Administrative Agent or any Lender may

reasonably request;

(d) receipt by the Administrative Agent of a favorable opinion (together

with any opinions of local counsel relied on therein) of Sidley Xxxxxx Xxxxx &

Xxxx, LLP, special counsel to the Borrower, dated as of the Closing Date,

substantially in the form of Exhibit H hereto and covering such additional

matters relating to the transactions contemplated hereby as the Administrative

Agent or any Lender may reasonably request;

(e) receipt by the Administrative Agent of a certificate (the "Closing

Certificate"), dated the Closing Date, substantially in the form of Exhibit E

hereto, signed by a principal financial officer of the Borrower, to the effect

that (i) no Default or Event of Default has occurred and is continuing on the

Closing Date and (ii) the representations and warranties of the Borrower

contained in Article V are true on and as of the Closing Date;

(f) receipt by the Administrative Agent of all documents which the

Administrative Agent or any Lender may reasonably request relating to the

existence of the Borrower, the corporate authority for and the validity of this

Agreement, the Notes, and any other matters relevant hereto, all in form and

substance satisfactory to the Administrative Agent, including without

limitation a certificate of incumbency of the Borrower (the "Secretary's

Certificate"), signed by the Secretary or an Assistant Secretary of the

Borrower, substantially in the form of Exhibit F hereto, certifying as to the

names, true signatures and incumbency of the officer or officers of the

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Borrower authorized to execute and deliver the Loan Documents to which it is a

party, and certified copies of the following items: (i) the Borrower's

Certificate of Incorporation, (ii) the Borrower's Bylaws, (iii) a certificate

of the Secretary of State of the State of incorporation of the Borrower as to

the existence of the Borrower as a corporation organized under the laws of such

state, and (iv) the action taken by the Board of Directors of the Borrower

authorizing the Borrower's execution, delivery and performance of this

Agreement, the Notes and the other Loan Documents to which it is a party;

(g) receipt by the Administrative Agent of all Fees and all amounts due

and payable under Section 10.03(a);

(h) receipt by the Administrative Agent of evidence satisfactory to the

Administrative Agent that the Borrower shall have terminated its existing

$360,000,000 credit facility governed by the Credit Agreement, dated as of July

1, 1997, and its existing $200,000,000 credit facility governed by the Credit

Agreement, dated as of December 10, 1998; and the Borrower shall have made

arrangements satisfactory to the Administrative Agent to repay all loans,

interest fees or other amounts owing under such credit facilities on or prior

to the Closing Date hereunder;

(i) receipt by the Administrative Agent of all necessary governmental and

third party approvals and/or consents in connection with transactions

contemplated by the Loan Documents and otherwise referred to herein which shall

have been obtained and remain in effect, and all applicable waiting periods

with respect thereto shall have expired without any action being taken by any

competent Governmental Authority which restrains, prevents or imposes

materially adverse conditions upon the consummation of such transactions;

(j) receipt by the Administrative Agent of true, correct and complete

copies of each of the Ancillary Documents; and

(k) receipt by the Administrative Agent of such other documents,

certificates and other information, as the Administrative Agent or any Lender

may reasonably request.

SECTION 4.02. Conditions to All Borrowings.

The obligations of each of the Lenders and the Issuing Lender to make each of

its Credit Extensions hereunder (including its first Credit Extensions to be

made on the Closing Date) shall also be subject to the satisfaction of each of

the additional following conditions precedent set forth in this Section 4.02:

(a) except as provided in Section 2.02(e) and Section 2.02(h), receipt by

the Administrative Agent of a Notice of Borrowing as required by Section 2.02;

(b) the fact that, immediately before and after such Borrowing, no

Default or Event of Default shall have occurred and be continuing;

contained in Article V of this Agreement shall be true on and as of the date of

such Borrowing;

(d) the fact that, immediately after such Credit Extension, (i) each

Lender's Commitment Percentage of the Total Utilization will not exceed the

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amount of its Commitment and (ii) the Total Utilization will not exceed the

Total Commitment as of such date;

(e) it shall not be unlawful (i) for the Administrative Agent, the

Issuing Lender or any Lender to perform any of its obligations under any of the

Loan Documents or (ii) for the Borrower to pay or perform any of its

Obligations under any of the Loan Documents; and

(f) all Instruments and other documents executed and delivered or

submitted pursuant hereto by or on behalf of the Borrower shall be reasonably

satisfactory in form and substance to the Administrative Agent and its special

counsel; the Administrative Agent and its special counsel shall have received

all such information, and such counterpart originals or such certified or other

copies of all such other materials, as the Administrative Agent or its special

counsel shall have reasonably requested; and all legal matters incident to the

transactions contemplated by this Agreement shall be reasonably satisfactory to

special counsel to the Administrative Agent.

Each Borrowing hereunder shall be deemed to be a representation and warranty by

the Borrower on the date of such Borrowing as to the truth and accuracy of the

facts specified in clauses (b) and (c) of this Section 4.02.

ARTICLE V

---------

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to each of the Lenders, the Issuing Lender

and the Agents as set forth below in this Article V:

SECTION 5.01. Corporate Existence and Power.

The Borrower is a corporation duly organized, validly existing and in good

standing under the laws of the jurisdiction of its incorporation, is duly

qualified to transact business in every jurisdiction where, by the nature of

its business, such qualification is necessary (except where the failure to be

qualified shall not cause or be reasonably expected to cause a Material Adverse

Effect), and has all corporate powers and all governmental licenses,

authorizations, consents and approvals required to carry on its business as now

conducted.

SECTION 5.02. Corporate and Governmental Authorization; No Contravention.

The execution, delivery and performance by the Borrower of this Agreement, the

Notes and the other Loan Documents (a) are within the Borrower's corporate

powers, (b) have been duly authorized by all necessary corporate action, (c)

require no action by or in respect of, or filing with, any governmental body,

agency or official, (d) do not contravene, or constitute a default under, any

provision of applicable law or regulation or of the articles of incorporation

or by-laws of the Borrower or of any contract or agreement, judgment,

injunction, order, decree or other instrument binding upon the Borrower or any

of its Subsidiaries, and (e) do not result in the creation or imposition of any

Lien on any asset of the Borrower or any of its Subsidiaries.

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SECTION 5.03. Binding Effect.

This Agreement constitutes a valid and binding agreement of the Borrower

enforceable in accordance with its terms, and the Notes and the other Loan

Documents, when executed and delivered in accordance with this Agreement, will

constitute valid and binding obligations of the Borrower enforceable in

accordance with their respective terms, provided, that the enforceability

hereof and thereof is subject in each case to general principles of equity and

to bankruptcy, insolvency and similar laws affecting the enforcement of

creditors' rights generally.

SECTION 5.04. Financial Information.

(a) The consolidated balance sheet of the Borrower and its Subsidiaries

as of June 30, 2001 and the related consolidated statements of income,

shareholders' equity and cash flows for the Fiscal Year then ended, reported on

by KPMG Peat Marwick, copies of which have been delivered to each of the

Lenders, and the unaudited consolidated financial statements of the Borrower

for the interim period ended December 31, 2001, copies of which have been

delivered to each of the Lenders, fairly present, in conformity with GAAP, the

consolidated financial position of the Borrower and its Subsidiaries as of such

dates and their consolidated results of operations and cash flows for such

periods stated.

(b) Since December 31, 2001, there has been no event, act, condition or

occurrence having a Material Adverse Effect, except as otherwise disclosed in

Section 5.04 of the Disclosure Schedule.

the Closing Date under any Instrument evidencing or governing Debt in an

aggregate amount exceeding $10,000,000 is identified in Section 5.04 of the

Disclosure Schedule. Except as otherwise disclosed in Section 5.04 of the

Disclosure Schedule, neither the Borrower nor any of its Subsidiaries is in

default in the payment of any existing Debt, which payments, in the aggregate,

exceed $10,000,000, or in default or breach, in any material respect, in the

performance of any other material obligation under any Instrument evidencing or

governing any existing Debt (in an aggregate amount exceeding $10,000,000) or

pursuant to which any such existing Debt (in an aggregate amount exceeding

$10,000,000) was issued or secured.

SECTION 5.05. Litigation.

There is no action, suit or proceeding or investigation of any kind pending or,

to the knowledge of the Borrower, threatened, against or affecting the Borrower

or any of its Subsidiaries before any court or arbitrator or any governmental

body, agency or official which could reasonably be expected to have a Material

Adverse Effect or which in any manner draws into question the validity or

enforceability of, or could reasonably be expected to impair the ability of the

Borrower to perform its obligations under, this Agreement, the Notes or any of

the other Loan Documents.

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SECTION 5.06. Compliance with ERISA.

(a) The Borrower and each member of the Controlled Group have fulfilled

their obligations under the minimum funding standards of ERISA and the Code

with respect to each Plan and are in compliance in all material respects with

the presently applicable provisions of ERISA and the Code, and have not

incurred any liability to the PBGC or a Plan under Title IV of ERISA.

(b) Neither the Borrower nor any member of the Controlled Group has

incurred any withdrawal liability with respect to any Multiemployer Plan under

Title IV of ERISA, and no such liability is expected to be incurred.

SECTION 5.07. Taxes. There have been filed on behalf of the Borrower and its

Subsidiaries all Federal, state and local income, excise, property and other

tax returns which are required to be filed by them and all taxes due pursuant

to such returns or pursuant to any assessment received by or on behalf of the

Borrower or any Subsidiary have been paid, except taxes being contested in good

faith by appropriate proceedings diligently pursued and against which, if

requested by the Administrative Agent, the Borrower shall have set up reserves

in accordance with GAAP. The charges, accruals and reserves on the books of

the Borrower and its Subsidiaries in respect of taxes or other governmental

charges are, in the opinion of the Borrower, adequate. United States income

tax returns of the Borrower and its Subsidiaries have been examined and closed

through the Fiscal Year ended June 30, 1997.

SECTION 5.08. Subsidiaries.

Each of the Borrower's Subsidiaries is a corporation duly organized, validly

existing and in good standing under the laws of its jurisdiction of

incorporation, is duly qualified to transact business in every jurisdiction

where, by the nature of its business, such qualification is necessary (except

where the failure to be qualified shall not cause or be reasonably expected to

cause a Material Adverse Effect), and has all corporate powers and all

governmental licenses, authorizations, consents and approvals required to carry

on its business as now conducted. As of the Closing Date, the Borrower has no

Subsidiaries except those Subsidiaries listed in Section 5.08 of the Disclosure

Schedule, which accurately sets forth each such Subsidiary's complete name and

jurisdiction of incorporation.

SECTION 5.09. Not an Investment Company.

either the Borrower nor any of its Subsidiaries is an "investment company"

within the meaning of the Investment Company Act of 1940, as amended.

SECTION 5.10. Public Utility Holding Company Act.

Neither the Borrower nor any of its Subsidiaries is a "holding company", or a

"subsidiary company" of a "holding company", or an "affiliate" of a "holding

company" or of a "subsidiary company" of a "holding company", as such terms are

defined in the Public Utility Holding Company Act of 1935, as amended.

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SECTION 5.11. Ownership of Property; Liens.

(a) Each of the Borrower and its Subsidiaries has title to or rights in

its Properties sufficient for the conduct of its business, and none of such

Property is subject to any Lien except as permitted in Section 6.07.

(b) Section 5.11 of the Disclosure Schedule identifies all of the Liens

upon Property of the Borrower or of any of its Subsidiaries that secure

existing Debt of the Borrower or of any of its Subsidiaries in an amount equal

to or exceeding $10,000,000 and that are in existence on or as of the Closing

Date and either (i) are known to the Borrower or to any of its Subsidiaries on

or as of the Closing Date or (ii) are of record on and as of the Closing Date.

SECTION 5.12. No Default.

Neither the Borrower nor any of its Subsidiaries is in default under or with

respect to any agreement, instrument or undertaking to which it is a party or

by which it or any of its Property is bound which could reasonably be expected

to have or cause a Material Adverse Effect. No Default or Event of Default has

occurred and is continuing.

SECTION 5.13. Full Disclosure.

All information heretofore furnished by the Borrower to the Administrative

Agent or any Lender for purposes of or in connection with this Agreement or any

transaction contemplated hereby is, and all such information hereafter

furnished by the Borrower to the Administrative Agent or any Lender will be,

true, accurate and complete in every material respect or based on reasonable

estimates on the date as of which such information is stated or certified. The

Borrower has disclosed to the Lenders in writing any and all facts which could

reasonably be expected to have or cause a Material Adverse Effect.

SECTION 5.14. Environmental Matters.

(a) Neither the Borrower nor any Subsidiary is subject to any

Environmental Liability which could reasonably be expected to have or cause a

Material Adverse Effect and neither the Borrower nor any Subsidiary has been

designated as a potentially responsible party under CERCLA or under any state

statute similar to CERCLA. None of the Borrower's Properties has been

identified on any current or proposed (i) National Priorities List under 40

C.F.R. Section 300, (ii) CERCLIS list or (iii) any list arising from a state

statute similar to CERCLA.

(b) No Hazardous Materials have been or are being used, produced,

manufactured, processed, treated, recycled, generated, stored, disposed of,

managed or otherwise handled at, or shipped or transported to or from the

Properties owned, occupied or used by the Borrower or its Subsidiaries or are

otherwise present at, on, in or under the Properties owned, occupied or used by

the Borrower or its Subsidiaries, except for Hazardous Materials, such as

cleaning solvents, pesticides and other materials used, produced, manufactured,

processed, treated, recycled, generated, stored, disposed of, and managed or

otherwise handled in minimal amounts in the ordinary course of business in

compliance in all material respects with all applicable Environmental

Requirements.

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Environmental Authorizations necessary for the conduct of its business, and is

in compliance in all material respects with all Environmental Requirements in

connection with the operation of the Properties owned, occupied or used by the

Borrower or its Subsidiaries and the Borrower's, and each of its Subsidiary's,

respective businesses.

SECTION 5.15. Compliance with Laws.

The Borrower and each Subsidiary is in compliance with all Applicable Laws,

including, without limitation, all Environmental Laws, except where any failure

to comply with any such laws would not, alone or in the aggregate, have a

Material Adverse Effect.

SECTION 5.16. Capital Stock.

All Capital Stock, debentures, bonds, notes and all other securities of the

Borrower and its Subsidiaries presently issued and outstanding are validly and

properly issued in accordance with all applicable laws, including, but not

limited to, the "Blue Sky" laws of all applicable states and the federal

securities laws. The issued shares of Capital Stock of the Borrower's Wholly

Owned Subsidiaries are owned by the Borrower free and clear of any Lien or

adverse claim. At least a majority of the issued shares of Capital Stock of

each of the Borrower's other Subsidiaries (other than Wholly Owned

Subsidiaries) is owned by the Borrower free and clear of any Lien or adverse

claim.

SECTION 5.17. Margin Stock.

No part of the proceeds of any Loan will be used for any purpose which

violates, or which is inconsistent with, the provisions of Regulations T, U or

SECTION 5.18. Insolvency.

After giving effect to the execution and delivery of this Agreement and all

Loan Documents, to the making of the Credit Extensions or to any of the

transactions contemplated herein, the Borrower will not be "insolvent," within

the meaning of such term as defined in Section 101 of Title 11 of the United

States Code or Section 2 of the Uniform Fraudulent Transfer Act, as each may be

amended from time to time, or be unable to pay its debts generally as such

debts become due, or have an unreasonably small capital to engage in any

business or transaction, whether current or contemplated.

SECTION 5.19. Broadcast Licenses.

(a) Each of the Borrower and its Subsidiaries owns, possesses or has the

right to use all of the material patents, trademarks, service marks, trade

names, copyrights, licenses (including, without limitation, Broadcast Licenses)

and material rights with respect thereto, necessary for the present and

currently planned future conduct of its business, without any known conflict

with the rights of others.

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(b)

(i) Section 5.19 of the Disclosure Schedule accurately lists and

describes each material Broadcast License of the Borrower and its

Subsidiaries which is in existence on the date hereof or which will be in

existence on the Closing Date and the expiration date, if any, of each

such material Broadcast License;

(ii) each such material Broadcast License is, or on the Closing Date

will be, in full force and effect;

(iii) the Borrower and each Subsidiary has fulfilled and performed

all of its obligations, if any, with respect to such material Broadcast

Licenses; and

(iv) no event has occurred which (A) permits, or after notice or

lapse of time or both would permit, revocation or termination of any such

material Broadcast License or (B) causes a Material Adverse Effect or in

the future may (so far as the Borrower can now reasonably foresee) cause a

Material Adverse Effect in any of the rights of the Borrower or any

Subsidiary thereunder. Except to the extent required by the

Communications Act of 1934, as amended, and the rules and regulations of

the FCC, no Broadcast License or other franchise or license held by the

Borrower or any Subsidiary requires that any present stockholder,

director, officer or employee of the Borrower remain as such or that any

transfer of control of the Borrower or any Subsidiary must be approved by

any public or governmental body.

Schedule constitute all of the main station licenses and low power television

licenses issued by the FCC or any Governmental Authority, necessary for the

operation of the business of the Borrower and each Subsidiary in the same

manner as it is currently conducted and as proposed to be conducted. The

Broadcast Licenses described in Section 5.19 of the Disclosure Schedule are, or

on the Closing Date will be, validly issued and in full force and effect,

unimpaired by any act or omission by the Borrower or any Subsidiary. Except

for rulemakings or similar proceedings of general applicability to entities

such as the Borrower and its Subsidiaries, no Borrower or Subsidiary is a party

to any investigation (to the best of its knowledge), notice of violation,

order, or complaint issued by or before the FCC or any other Governmental

Authority, nor are there any other proceedings involving the Borrower or any

one or more of the Subsidiaries by or before the FCC or any other Governmental

Authority, which investigation, notice, order, complaint or proceeding could in

any manner materially threaten or adversely affect such Broadcast Licenses.

Neither the Borrower nor any Subsidiary has any knowledge of a threat of any

such investigation, notice of violation, order, complaint or proceeding with

respect thereto. Neither the Borrower nor any Subsidiary has any reason to

believe that the Broadcast Licenses listed and described in Section 5.19 of the

Disclosure Schedule will not be renewed in the ordinary course. The Borrower

and each Subsidiary has filed with the FCC and all other applicable

Governmental Authorities all material reports, applications, documents,

instruments and information required to be filed by it pursuant to applicable

rules and regulations or requests of the FCC or such applicable Governmental

Authorities.

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SECTION 5.20. Delivery of Ancillary Documents.

The Borrower has furnished to the Administrative Agent true, correct and

complete copies of each of the Ancillary Documents.

ARTICLE VI

----------

COVENANTS

The Borrower agrees with each of the Lenders, the Issuing Lender and the Agents

that, from and after the Effective Date and until all of the Commitments,

Letter of Credit Commitments and the Letters of Credit shall have terminated

and all of the Obligations shall have been paid and performed in full:

SECTION 6.01. Information.

The Borrower will deliver to the Administrative Agent, the Issuing Lender and

each of the Lenders:

(a) as soon as available and in any event within ninety (90) days after

the end of each Fiscal Year, a consolidated balance sheet of the Borrower and

its Subsidiaries as of the end of such Fiscal Year and the related consolidated

statements of income, shareholders' equity and cash flows for such Fiscal Year,

setting forth in each case in comparative form the figures for the previous

Fiscal Year, all certified by KPMG Peat Marwick or other independent public

accountants of nationally recognized standing reasonably acceptable to the

Administrative Agent, with such certification to be free of exceptions and

qualifications not acceptable to the Required Lenders; provided, however, that

the Borrower's delivery of its Form 10-K as filed with the Securities and

Exchange Commission containing such financial statements shall satisfy such

requirement;

(b) as soon as available and in any event within forty-five (45) days

after the end of each of the first three (3) Fiscal Quarters of each Fiscal

Year, a consolidated balance sheet of the Borrower and its Subsidiaries as of

the end of such Fiscal Quarter and the related statement of income and

statement of cash flows for such Fiscal Quarter and for the portion of the

Fiscal Year ended at the end of such Fiscal Quarter, setting forth in each case

in comparative form the figures for the corresponding Fiscal Quarter and the

corresponding portion of the previous Fiscal Year, all certified (subject to

normal year-end adjustments) as to fairness of presentation, GAAP and

consistency by the chief financial officer, the controller or the treasurer of

the Borrower; provided, however, that the Borrower's delivery of its Form 10-Q

as filed with the Securities and Exchange Commission containing such financial

statements shall satisfy such requirement;

referred to in clauses (a) and (b) above, a certificate, substantially in the

form of Exhibit D (a "Compliance Certificate"), of the chief financial officer,

the controller or the treasurer of the Borrower (i) setting forth in reasonable

detail the calculations required to establish whether the Borrower was in

compliance with the requirements of Section 6.03 through Section 6.07,

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inclusive, Section 6.10, Section 6.21, Section 6.23 and Section 6.24 on the

date of such financial statements, and (ii) stating whether any Default or

Event of Default exists on the date of such certificate and, if any Default or

Event of Default then exists, setting forth the details thereof and the action

which the Borrower is taking or proposes to take with respect thereto;

(d) simultaneously with the delivery of each set of annual financial

statements referred to in clause (a) above, a statement of the firm of

independent public accountants which reported on such statements to the effect

that they have read this Agreement, and that, on the date of reporting such

financial statements, they have obtained no knowledge of any Default or Event

of Default, or if such accountants have obtained knowledge of any then existing

Default or Event of Default they shall disclose in such statement any such

Default or Event of Default;

(e) within five (5) Business Days after the Borrower becomes aware of the

occurrence of any Default or Event of Default, a certificate of the chief

financial officer, the controller or the treasurer of the Borrower setting

forth the details thereof and the action which the Borrower is taking or

proposes to take with respect thereto;

(f) promptly upon the mailing thereof to the shareholders of the Borrower

generally, copies of all financial statements, reports and proxy statements so

mailed;

(g) promptly upon the filing thereof, copies of all registration

statements (other than the exhibits thereto and any registration statements on

Form S-8 or its equivalent), annual, quarterly or monthly reports and all

material of a financial nature which the Borrower shall have filed with the

Securities and Exchange Commission;

(h) if and when the Borrower or any member of the Controlled Group (i)

gives or is required to give notice to the PBGC of any "reportable event" (as

defined in Section 4043 of ERISA) with respect to any Plan which might

constitute grounds for a termination of such Plan under Title IV of ERISA, or

knows that the plan administrator of any Plan has given or is required to give

notice of any such reportable event, a copy of the notice of such reportable

event given or required to be given to the PBGC; (ii) receives notice of

complete or partial withdrawal liability under Title IV of ERISA, a copy of

such notice; or (iii) receives notice from the PBGC under Title N of ERISA of

an intent to terminate or appoint a trustee to administer any Plan, a copy of

such notice;

(i) promptly after the Borrower knows of the commencement thereof, notice

of any litigation, dispute or proceeding involving a claim against the Borrower

and/or any Subsidiary for $10,000,000 or more in excess of amounts covered in

full by applicable insurance;

(j) as soon as practicable after the receipt thereof, and in any event

within ten (10) Business Days after the issuance thereof

(i) copies of any order or notice of the FCC, a court of competent

jurisdiction or any other Governmental Authority which designated any

Broadcast License of the Borrower or any Subsidiary or application

therefor for a hearing, or which refuses renewal or extension of any such

Broadcast License, or revokes or suspends the authority of the Borrower or

any Subsidiary to operate a broadcast station;

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(ii) a copy of any competing application filed against any Broadcast

License of the Borrower or any Subsidiary or application therefor;

(iii) copies of any citation, notice of violation or order to show

cause from the FCC, or any material complaint filed by or with the FCC, in

each case, in connection with the Borrower or any Subsidiary; and

(iv) a copy of any notice or application by the Borrower or any

Subsidiary requesting authority to cease broadcasting on any broadcast

station for any period in excess of forty-eight (48) hours;

(k) if and whenever any direct or indirect Subsidiary of the Borrower

shall be created, formed or acquired by the Borrower or by any of its

Subsidiaries or shall cease to be an Inactive Subsidiary after the Effective

Date during any Fiscal Quarter, furnish in the Compliance Certificate for such

Fiscal Quarter information identifying such Subsidiary and setting forth with

respect to such Subsidiary the information required by Section 5.08 with

respect to the Subsidiaries of the Borrower as of the Closing Date; provided,

that such information shall not be required for Inactive Subsidiaries;

(l) if and whenever any of the Ancillary Documents shall be amended,

supplemented or otherwise modified by any of the parties thereto, within ten

(10) Business Days after the effective date of such amendment, supplement or

modification of such Ancillary Document, furnish a true, correct and complete

copy of such amendment, supplement or modification; and

(m) from time to time such additional information regarding the financial

position or business of the Borrower or any Subsidiary as the Administrative

Agent, at the request of any Lender, may reasonably request.

SECTION 6.02. Inspection of Property, Books and Records.

he Borrower will (a) keep, and will cause each Subsidiary to keep, proper books

of record and account in which full, true and correct entries in conformity

with GAAP shall be made of all dealings and transactions in relation to its

business and activities; and (b) permit, and will cause each Subsidiary to

permit, representatives of any Lender or the Administrative Agent at the

expense of such Lender or Administrative Agent prior to the occurrence of an

Event of Default and at the Borrower's expense after the occurrence of an Event

of Default to visit and inspect any of their respective properties, to examine

and make abstracts from any of their respective books and records and to

discuss their respective affairs, finances and accounts with their respective

officers, employees and independent public accountants. The Borrower agrees to

cooperate and assist in such visits and inspections, in each case at such

reasonable times and as often as may reasonably be desired.

SECTION 6.03. Maximum Consolidated Leverage Ratio.

The Borrower will not cause or permit its Consolidated Leverage Ratio as of the

last day of any Fiscal Quarter to exceed 3.50 to 1.00.

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SECTION 6.04. Consolidated Interest Coverage Ratio.

The Borrower will not cause or permit its Consolidated Interest Coverage Ratio

as of the last day of any Fiscal Quarter to be less than 3.00 to 1.00.

SECTION 6.05. Loans or Advances.

Neither the Borrower nor any of its Subsidiaries shall make loans or advances

to any Person, except: (a) loans or advances to employees not exceeding

$2,500,000 in the aggregate outstanding made in the ordinary course of business

and consistently with practices existing on December 31, 2001; (b) deposits

required by government agencies or public utilities; (c) loans or advances to

Wholly Owned Subsidiaries, except Finsub; (d) loans or advances made pursuant

to the Receivables Program Documents and (e) loans or advances not otherwise

permitted by the foregoing clauses of this Section 6.05, provided, that, the

aggregate outstanding loans and advances made under this clause (e) when

aggregated with the Investments made under Section 6.06(g) shall not at any

time exceed $100,000,000; provided, further, that, after giving effect to the

making of any loans, advances or deposits permitted by clause (a), (b), (c) or

(e) of this Section 6.05, no Default shall have occurred and be continuing.

SECTION 6.06. Investments.

Neither the Borrower nor any of its Subsidiaries shall make Investments in any

Person except as permitted by Section 6.05 and except Investments in (a) direct

obligations of the United States Government maturing within one year; (b)

certificates of deposit issued by or money market accounts maintained at a

United States bank: (i) whose long-term certificates of deposit are rated at

least AA or the equivalent thereof by S&P and Aa or the equivalent thereof by

Xxxxx'x Investors Service, Inc., or (ii) if the long-term certificates of

deposit of such United States bank are unrated, the long-term debt of the

corporation owning such bank must be rated at least AA or the equivalent

thereof by S&P and Aa or the equivalent thereof by Xxxxx'x Investors Service,

Inc.; (c) commercial paper rated A-1 or the equivalent thereof by S&P or P-1 or

the equivalent thereof by Xxxxx'x Investors Service, Inc. and in either case

maturing within 9 months after the date of acquisition; (d) tender bonds the

payment of the principal of and interest on which is fully supported by a

letter of credit issued by a United States bank whose long-term certificates of

deposit are rated at least AA or the equivalent thereof by S&P and Aa or the

equivalent thereof by Xxxxx'x Investors Service, Inc.; (e) Permitted

Acquisitions; (f) any Subsidiary or the Borrower pursuant to or as permitted or

required under any Receivables Program Document and/or (g) debt and investment

securities not otherwise permitted by the foregoing clauses of this Section

6.06, provided, that, the aggregate amount of Investments made under this

clause (g) when aggregated with the loans and advances made under Section

6.05(d) shall not at any time exceed $100,000,000.

SECTION 6.07. Negative Pledge.

Neither the Borrower nor any Subsidiary will create, assume or suffer to exist

any Lien on any asset now owned or hereafter acquired by it; except:

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(a) Liens existing on the Effective Date securing Debt outstanding on

such date in an aggregate principal amount not to exceed $5,000,000;

(b) any Lien existing on any asset of any corporation at the time such

corporation becomes a Subsidiary and not created in contemplation of such

event;

purpose of financing all or any part of the cost of acquiring or constructing

such asset, provided that such Lien attaches to such asset concurrently with or

within eighteen (18) months after the acquisition or completion of construction

thereof;

(d) any Lien on any asset of any corporation existing at the time such

corporation is merged or consolidated with or into the Borrower or a Subsidiary

and not created in contemplation of such event;

(e) any Lien existing on any asset prior to the acquisition thereof by

the Borrower or a Subsidiary and not created in contemplation of such

acquisition;

(f) Liens securing Debt owing by any Subsidiary to the Borrower;

(g) any Lien arising out of the refinancing, extension, renewal or

refunding of any Debt secured by any Lien permitted by any of the foregoing

clauses of this Section 6.07; provided, that (i) such Debt is not secured by

any additional assets, and (ii) the amount of such Debt secured by any such

Lien is not increased;

(h) Liens incidental to the conduct of its business or the ownership of

its assets which (i) do not secure Debt and (ii) do not in the aggregate

materially detract from the value of its assets or materially impair the use

thereof in the operation of its business;

(i) any Lien on Margin Stock;

(j) Liens on the Receivables Program Assets incurred pursuant to the

Receivables Program Documents; and

(k) Liens not otherwise permitted by the foregoing clauses of this

Section 6.07 so long as the aggregate principal amount (without duplication) of

(i) Debt secured by liens under this Section 6.07(k), (ii) Receivables Program

Attributed Debt, (iii) sale and leaseback transactions permitted by Section

6.23 and (iv) Debt outstanding under Section 6.21(b)(iii) at any time

outstanding shall not exceed twenty-five percent (25%) of Maximum Permitted

Total Debt.

SECTION 6.08. Maintenance of Existence.

The Borrower shall, and shall cause each Subsidiary to, maintain its corporate

existence and carry on its business in substantially the same manner and in

substantially the same fields as such business is now carried on and

maintained, except through corporate reorganization to the extent permitted by

Section 6.10.

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SECTION 6.09. Dissolution.

Neither the Borrower nor any of its Subsidiaries shall suffer or permit

dissolution or liquidation either in whole or in part or redeem or retire any

shares of its own stock or that of any Subsidiary, except through corporate

reorganization to the extent permitted by Section 6.10.

SECTION 6.10. Consolidations, Mergers and Sales of Assets. The Borrower will

not, nor will it permit any Subsidiary to, consolidate or merge with or into,

or complete the Sale of, lease or otherwise transfer all or any substantial

part of its assets to, any other Person, or discontinue or eliminate any

business line or segment, provided, that (a) the Borrower may merge with

another Person if (i) such Person was organized under the laws of the United

States of America or one of its states, (ii) the Borrower is the corporation

surviving such merger and (iii) immediately prior to and after giving effect to

such merger, no Default or Event of Default shall have occurred and be

continuing; (b) Subsidiaries of the Borrower, except Finsub, may merge with one

another or with the Borrower, provided that the Borrower is the corporation

surviving such merger, and may complete the Sale of, lease or otherwise

transfer assets to one another or to the Borrower; and (c) the foregoing

limitation on the Sale, lease or other transfer of assets and on the

discontinuation or elimination of a business line or segment shall not

prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance

or elimination of a business line or segment (in a single transaction or in a

series of related transactions), unless the aggregate assets to be so

transferred or utilized in a business line or segment to be so discontinued,

when combined with all other assets transferred, and all other assets utilized

in all other business lines or segments discontinued, during such Fiscal

Quarter and the immediately preceding three Fiscal Quarters, either (i) would

have, if retained, contributed more than 20% of Consolidated Gross Revenues

during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter,

or (ii) would have, if retained, contributed more than 20% of Consolidated

Operating Profits during the four (4) Fiscal Quarters immediately preceding

such Fiscal Quarter.

For purposes of determining compliance with Section 6.10(c) above, if the

proceeds from the Sale, lease or other transfer of assets (the "Transferred

Assets") in the applicable four Fiscal Quarter period are reinvested in capital

assets or other Property during such period, then such Transferred Assets shall

be excluded from the calculations set forth in clauses (i) and (ii) above.

Notwithstanding the foregoing limitations contained in this Section 6.10, the

Borrower or any Subsidiary may sell or otherwise transfer Receivables Program

Assets pursuant to the Receivables Program Documents.

If the Amount of any Sale shall equal or exceed $100,000,000, then the Borrower

shall have delivered to the Administrative Agent not less than five (5)

Business Days prior to the completion of such Sale an officer's certificate

certifying that after giving effect to such Sale, as of the most recent

Covenant Determination Date, as determined on a Pro Forma Basis, the Borrower

shall be in compliance with the financial covenants contained in Section 6.03

and Section 6.04.

SECTION 6.11. Use of Proceeds.

No portion of the proceeds of the Loans or any Letter of Credit will be used by

the Borrower or any Subsidiary (a) in connection with, either directly or

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indirectly, any tender offer for, or other acquisition of, stock of any

corporation with a view towards obtaining control of such other corporation,

except a Permitted Acquisition or (b) for any purpose in violation of any

Applicable Law.

SECTION 6.12. Compliance with Laws; Payment of Taxes.

(a) The Borrower will, and will cause each of its Subsidiaries and each

member of the Controlled Group to, comply with applicable laws (including but

not limited to ERISA), regulations and similar requirements of Governmental

Authorities (including but not limited to PBGC), except where the necessity of

such compliance is being contested in good faith through appropriate

proceedings diligently pursued. The Borrower will, and will cause each of its

Subsidiaries to, pay promptly when due all taxes, assessments, governmental

charges, claims for labor, supplies, rent and other obligations which: (i) if

unpaid, might become a lien against the property of the Borrower or any

Subsidiary and (ii) when combined with all other taxes, assessments,

governmental charges, claims for labor, supplies, rent and other obligations

not paid promptly when due during the current Fiscal Quarter and the

immediately preceding three Fiscal Quarters is greater than $5,000,000, except

liabilities being contested in good faith by appropriate proceedings diligently

pursued and against which, if requested by the Administrative Agent, the

Borrower shall have set up reserves in accordance with GAAP.

(b) The Borrower shall not permit the aggregate complete or partial

withdrawal liability under Title IV of ERISA with respect to Multiemployer

Plans incurred by the Borrower and members of the Controlled Group to exceed

$5,000,000 at any time. For purposes of this Section 6.12(b), the amount of

withdrawal liability of the Borrower and members of the Controlled Group at any

date shall be the aggregate present value of the amount claimed to have been

incurred less any portion thereof which: (i) the Borrower and members of the

Controlled Group have paid; or (ii) as to which the Borrower reasonably

believes, after appropriate consideration of possible adjustments arising under

Sections 4219 and 4221 of ERISA, it and members of the Controlled Group will

have no liability, provided that the Borrower shall obtain prompt written

advice from independent actuarial consultants supporting any such adjustments

under Sections 4219 and 4221 of ERISA. The Borrower agrees, from time to time

but no more frequently than once each Fiscal Year, upon the request of the

Administrative Agent (i) to request and obtain a current statement of the

withdrawal liability of the Borrower and members of the Controlled Group from

each Multiemployer Plan, if any, and (ii) to transmit a copy of such statement

to the Administrative Agent and the Lenders within fifteen (15) days after the

Borrower receives the same.

or any Subsidiary in violation of (or in a manner so as to cause the

Administrative Agent or the Lenders to be in violation of) any applicable law

or regulation, including without limitation Regulations T, U and X. At no time

will the value of Margin Stock purchased or held by the Borrower (including,

without limitation, shares of common stock of the Borrower repurchased by and

held by the Borrower but excluding shares of common stock of the Borrower

repurchased by and immediately retired by the Borrower) exceed 25% of

Unencumbered Total Assets of the Borrower.

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SECTION 6.13. Insurance.

he Borrower will maintain, and will cause each of its Subsidiaries to maintain

(either in the name of the Borrower or in such Subsidiary's own name), with

financially sound and reputable insurance companies, insurance on all its

Property in at least such amounts and against at least such risks as are

usually insured against in the same general area by companies of established

repute engaged in the same or similar business.

SECTION 6.14. Change in Fiscal Year.

The Borrower will not change its Fiscal Year without the consent of the

Required Lenders.

SECTION 6.15. Maintenance of Property.

The Borrower shall, and shall cause each Subsidiary to, maintain all of its

Properties and assets in good condition, repair and working order, ordinary

wear and tear excepted.

SECTION 6.16. Environmental Notices.

The Borrower shall furnish to the Lenders and the Administrative Agent prompt

written notice of all Environmental Liabilities, pending, threatened or

anticipated Environmental Proceedings, Environmental Notices, Environmental

Judgments and Orders, and Environmental Releases at, on, in, under or in any

way materially affecting the Properties, and all facts, events, or conditions

that could lead to any of the foregoing.

SECTION 6.17. Environmental Matters.

The Borrower and its Subsidiaries will not, and will not permit any Third Party

to, use, produce, manufacture, process, treat, recycle, generate, store,

dispose of, manage at, or otherwise handle or ship or transport to or from the

Properties any Hazardous Materials except for Hazardous Materials such as

cleaning solvents, pesticides and other similar materials used, produced,

manufactured, processed, treated, recycled, generated, stored, disposed,

managed or otherwise handled in minimal amounts in the ordinary course of

business in compliance in all material respects with all applicable

Environmental Requirements.

SECTION 6.18. Environmental Release.

The Borrower agrees that upon the occurrence of an Environmental Release at or

on any of the Properties it will act immediately to investigate the extent of,

and to take appropriate remedial action to eliminate, such Environmental

Release, whether or not ordered or otherwise directed to do so by any

Environmental Authority.

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SECTION 6.19. Transactions with Affiliates.

Neither the Borrower nor any of its Subsidiaries shall enter into, or be a

party to, any Affiliate Transaction, except: (a) as permitted by law; (b) in

the ordinary course of business; and (c) pursuant to reasonable terms which are

no less favorable to Borrower or such Subsidiary than would be obtained in a

comparable arm's length transaction with a Person which is not an Affiliate.

As used herein "Affiliate Transaction" means any of the following transactions

or arrangements: (a) the making of any loans, advances or other Investments of

any kind whatsoever by the Borrower or any of its Subsidiaries to or in any

Affiliate of the Borrower; (b) the Sale by the Borrower or any of its

Subsidiaries of all or any part of its Property to, or for the direct or

indirect benefit of, any Affiliate of the Borrower; (c) the incurrence by the

Borrower or any of its Subsidiaries of any Debt to any Affiliate of the

Borrower; or (d) the declaration or payment by the Borrower or any of its

Subsidiaries of any dividends or other distributions on account of, or the

making by the Borrower or any of its Subsidiaries of any payment or other

distribution on account of the purchase, repurchase, redemption or other

acquisition for value of, any shares of Capital Stock or any other Equity

Interests of any Affiliate of the Borrower. Notwithstanding the foregoing,

"Affiliate Transaction" shall not include any transaction or arrangement among

the Borrower and its Subsidiaries pursuant to the Receivables Program

Documents.

SECTION 6.20. Acquisitions.

The Borrower will not, nor will it permit any Subsidiary to undertake or

complete any Acquisition; provided, however that, the Borrower and it

Subsidiaries may undertake and complete Permitted Acquisitions provided,

however, further, that if the Amount of such Acquisition shall equal or exceed

$100,000,000, then the Borrower shall have delivered to the Administrative

Agent not less than five (5) Business Days prior to the completion of such

Acquisition an officer's certificate certifying that after giving effect to

such Acquisition, as of the most recent Covenant Determination Date, as

determined on a Pro Forma Basis, the Borrower shall be in compliance with the

financial covenants contained in Section 6.03 and Section 6.04.

SECTION 6.21. Debt.

(a) The Borrower shall not at any time incur, create, assume or permit to

exist any Debt; except:

(i) the Obligations;

(ii) Debt owing to any Subsidiary of the Borrower (other than

Finsub), and Debt owing to Finsub in connection with the Receivables

Program;

(iii) Debt outstanding on the Closing Date of this Agreement as set

forth in Section 5.04 of the Disclosure Schedule;

(iv) Debt of the Borrower under or in respect of the Senior Notes;

provided, that, that the aggregate principal amount of all of such Debt

shall not exceed $100,000,000;

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(v) Debt under Hedging Agreements entered into to hedge interest

rate, foreign currency exchange rate or commodity price risk, and not for

speculative purposes;

(vi) any Debt arising out of the refinancing, extension, renewal or

refunding of any Debt permitted by any of the foregoing clauses of this

Section 6.21, provided, that, the amount of such debt does not exceed the

outstanding amount of the Debt so refinanced, extended, renewed or

refunded;

(vii) Debt, in addition to Debt permitted under the other clauses of

this Section 6.21, provided, that, the Borrower shall not incur, create,

assume or permit to exist any Debt under this Section 6.21 if the

incurrence, creation, assumption or existence of any such Debt shall

result in a Default or Event of Default or if the aggregate principal

amount of such Debt incurred pursuant to this clause (vii) would result in

the Consolidated Leverage Ratio as of the most recent Covenant

Determination Date, as determined on a Pro Forma Basis, exceeding the

maximum Consolidated Leverage Ratio then in effect under Section 6.03; and

(viii) prior to the Closing Date, Debt pursuant to the Borrower's

existing $360,000,000 credit facility governed by the Credit Agreement,

dated as of July 1, 1997, and its existing $200,000,000 credit facility

governed by the Credit Agreement, dated as of December 10, 1998, which

Debt shall be paid in full on or prior to the Closing Date.

(b) Any Subsidiary of the Borrower shall not at any time incur, create,

assume or permit to exist any Debt; except:

(i) Debt owing to the Borrower or any other Subsidiary of the

Borrower (other than Finsub), and Debt owing to Finsub in connection with

the Receivables Program;

(ii) Receivables Program Attributed Debt of Finsub incurred pursuant

to the Receivables Program Documents in an amount in the aggregate at any

time outstanding, which when combined (without duplication) with (A) Debt

secured by liens under Section 6.07(k), (B) sale and leaseback

transactions permitted by Section 6.23 and (C) Debt outstanding under

Section 6.21(b)(iii), shall not exceed an amount equal to twenty-five

(25%) of Maximum Permitted Total Debt; and

(iii) Debt, in addition to Debt permitted under clauses (i) and (ii)

of this Section 6.21(b), provided, that, the aggregate outstanding

principal amount of Debt of all of the Subsidiaries of the Borrower

incurred under this clause (iii) of Section 6.21(b) in the aggregate at

any time outstanding, which when combined (without duplication) with (A)

Debt secured by liens under Section 6.07(k), (B) sale and leaseback

transactions permitted by Section 6.23 and (C) Receivables Program

Attributed Debt, shall not exceed an amount equal to twenty-five (25%) of

Maximum Permitted Total Debt; provided, further, that, no Subsidiary of

the Borrower shall incur, create, assume, or permit to exist any Debt

under this Section 6.21(b) if the incurrence, creation, assumption or

existence of any such Debt shall result in a Default or Event of Default.

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SECTION 6.22. Termination or Loss of Licenses.

The Borrower will not, nor will it permit any Subsidiary to, take or fail to

take any action which permits, or after notice or lapse of time or both would

permit, revocation or termination of any material Broadcast License; except:

revocation or termination of Broadcast Licenses applicable to other assets that

are transferred by the Borrower to the extent any such transfer is permitted

under this Agreement.

SECTION 6.23. Sale and Leaseback.

The Borrower will not, nor will permit any of its Subsidiaries to, enter into

any arrangement, directly or indirectly, whereby the Borrower or any Subsidiary

of a Borrower shall sell or transfer any property owned by it in order then or

thereafter to lease such Property or lease other Property that such Borrower or

such Subsidiary intends to use for substantially the same purpose as the

Property being sold or transferred, except sale and leasebacks in an aggregate

amount which, when combined (without duplication) with (a) Debt secured by

liens under Section 6.07(k), (b) Receivables Program Attributed Debt and (c)

Debt outstanding under Section 6.21(b)(iii) shall not exceed an amount equal to

twenty-five (25%) of Maximum Permitted Total Debt. The amount of a sale and

leaseback transaction at any time shall be determined by the amount of the

Capital Lease Obligation related thereto or, in the case of an operating lease,

the aggregate amount of rental payments due and to become due (discounted from

the respective due dates thereof at an interest rate reasonably determined by

the Borrower and otherwise in accordance with GAAP) under the lease relating to

such sale and leaseback transaction.

SECTION 6.24. Restricted Payments.

The Borrower shall not, and shall not permit any of its Subsidiaries to, make,

extend or enter into any offer or commitment to make, or enter into any

agreement to make, any Restricted Payments unless (a) after giving effect to

each such Restricted Payment, the Borrower's Consolidated Net Worth shall not

be less than the sum of (i) $336,000,000 plus (ii) twenty-five percent (25%) of

Consolidated Net Income of the Borrower and its Subsidiaries computed on a

cumulative basis for each elapsed Fiscal Year ending after June 30, 2001 but

prior to the date of determination in each case, for which Consolidated Net

Income is positive (but with no deduction on account of negative Consolidated

Net Income for any Fiscal Year) and (b) no Default or Event of Default shall

have occurred and be continuing immediately prior to or immediately after the

making of such payment.

The following terms shall, for purposes of this Section 6.24 only, have the

meanings set forth below:

"Consolidated Net Income" for any period means the gross revenues of the

Borrower and its Subsidiaries for such period less all expenses and other

proper charges (including taxes on income), determined on a consolidated basis

after eliminating earnings or losses attributable to outstanding Minority

Interests, but excluding in any event:

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(a) any gains or losses on the sale or other disposition of Investments

or fixed or capital assets, and any taxes on such excluded gains and any tax

deductions or credits on account of any such excluded losses;

(b) the proceeds of any life insurance policy;

it became a Subsidiary;

(d) net earnings and losses of any corporation (other than a Subsidiary),

substantially all the assets of which have been acquired in any manner by the

Borrower or any Subsidiary, realized by such corporation prior to the date of

such acquisition;

(e) net earnings and losses of any corporation (other than a Subsidiary)

with which the Borrower or a Subsidiary shall have consolidated or which shall

have merged into or with the Borrower or a Subsidiary prior to the date of such

consolidation or merger;

(f) net earnings of any business entity (other than a Subsidiary) in

which the Borrower or any Subsidiary has an ownership interest unless such net

earnings shall have actually been received by the Borrower or such Subsidiary

in the form of cash distributions;

(g) any portion of the net earnings of any Subsidiary which for any

reason is unavailable for payment of dividends to the Borrower or any other

Subsidiary;

(h) earnings resulting from any reappraisal, revaluation or write-up of

assets or losses resulting from writedowns of goodwill or other intangibles

relating to Existing Properties, other than Incremental Writedowns exceeding

$25,000,000 in the aggregate, under FASB No. 142 or any successor statement or

principle;

(i) any deferred or other credit representing any excess of the equity in

any Subsidiary at the date of acquisition thereof over the amount invested in

such Subsidiary;

(j) any gain arising from the acquisition of any Equity Interests of the

Borrower or any Subsidiary;

(k) any reversal of any contingency reserve, except to the extent that

provision for such contingency reserve shall have been made from income arising

during such period; and

(l) any other extraordinary or nonrecurring gain or loss.

For purposes of any determination of Consolidated Net Income pursuant to this

definition, the Borrower may include, on a Pro Forma Basis, "net income"

(calculated in a manner consistent with the computation of Consolidated Net

Income herein) earned by any business entity acquired by the Borrower or any

Subsidiary during the four Fiscal Quarters immediately preceding any

determination of Consolidated Net Income, provided that there shall be a

reasonable basis for the computation of such "net income".

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"Consolidated Net Worth" means, as of the date of any determination

thereof the amount of the capital stock accounts (net of treasury stock, at

cost) plus (or minus in the case of a deficit) the surplus in retained earnings

of the Borrower and its Subsidiaries as determined in accordance with GAAP plus

the amount of any losses resulting from writedowns of goodwill or other

intangibles relating to Existing Properties, other than Incremental Writedowns

exceeding $25,000,000 in the aggregate.

"Existing Properties" shall mean publications, broadcast stations or other

assets or properties owned by the Borrower or a Subsidiary as of March 1, 2002,

or any publications, broadcast stations or other assets or properties acquired

in a swap or other exchange involving Existing Properties.

"Incremental Writedowns" shall mean writedowns of goodwill or other

intangibles with respect to an Existing Property that was acquired after March

1, 2002 (an "Acquired Existing Property") in a swap or exchange involving one

or more Existing Properties where (a) the Borrower or its Subsidiaries paid

cash or delivered debt obligations to the other parties to such swap or

exchange and such cash or debt obligations constituted more than 10% of the

total value of the consideration delivered by the Borrower or its Subsidiaries

to the other parties in such swap or exchange and (b) the writedowns of

goodwill or other intangibles with respect to such Acquired Existing Property

exceed the aggregate amount of goodwill or other intangibles relating to the

Existing Properties transferred by the Borrower or its Subsidiaries in such

swap or other exchange shown on the books of the Borrower or its Subsidiaries

prior to such transfer.

"Minority Interests" means any shares of stock of any class of a

Subsidiary (other than directors' qualifying shares as required by law) that

are not owned by the Borrower and/or one or more of its Subsidiaries. Minority

Interests shall be valued by valuing Minority Interests constituting preferred

stock at the voluntary or involuntary liquidating value of such preferred

stock, whichever is greater, and by valuing Minority Interests constituting

common stock at the book value of capital and surplus applicable thereto

adjusted, if necessary, to reflect any changes from the book value of such

common stock required by the foregoing method of valuing Minority Interests in

preferred stock.

ARTICLE VII

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DEFAULTS

SECTION 7.01. Events of Default.

If one or more of the following events ("Events of Default") shall have

occurred and be continuing at any time after the Closing Date:

(a) the Borrower shall (i) fail to pay when due any principal of any

Loans or Letter of Credit Obligations; or (ii) fail to pay when due any

interest on any Loans or Letter of Credit Obligations within five (5) Business

Days after such interest shall become due; or (iii) fail to pay any Fee or

other amount payable hereunder within five (5) Business Days after such Fee or

other amount becomes due; or

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(b) the Borrower shall fail to observe or perform any covenant contained

in Section 6.01(e), Section 6.02(b), or Section 6.03 to Section 6.11,

inclusive, or Section 6.20 to Section 6.24 inclusive; or

agreement contained or incorporated by reference in this Agreement (other than

those covered by clause (a) or (b)), and any such default shall continue

unremedied for a period of more than thirty (30) days after the earlier of (i)

the first day on which the Borrower has knowledge of such failure or (ii)

written notice thereof has been given to the Borrower by the Administrative

Agent at the request of any Lender or the Issuing Lender; or

(d) any representation, warranty, certification or statement made or

deemed made by the Borrower in Article V of this Agreement or in any

certificate, financial statement or other document delivered pursuant to this

Agreement shall prove to have been incorrect or misleading in any material

respect when made (or deemed made); or

(e) the Borrower or any Subsidiary shall fail to make any payment in

respect of Debt (other than the Notes or Letter of Credit Obligations) having

an aggregate principal amount in excess of $10,000,000 when due or within any

applicable grace period, if any, specified in the Instrument relating thereto

on the date of such failure (whether such payment is due by reason of scheduled

maturity, required prepayment, acceleration, demand or otherwise); or

(f)(i) any event or condition shall occur which results in the

acceleration of the maturity of Debt outstanding of the Borrower or any

Subsidiary having an aggregate principal amount in excess of $10,000,000 or the

mandatory prepayment or purchase of such Debt by the Borrower (or its designee)

or such Subsidiary (or its designee) prior to the scheduled maturity thereof,

or enables (or, with the giving of notice or lapse of time or both, would

enable) the holders of such Debt or any Person acting on such holders' behalf

to accelerate the maturity thereof or require the mandatory prepayment or

purchase thereof prior to the scheduled maturity thereof, without regard to

whether such holders or other Person shall have exercised or waived their right

to do so; (ii) the occurrence of any "Amortization Event" under the Receivables

Program; or (iii) the Borrower shall be removed by the agent under the

Receivables Program Documents as the "Servicer" under the Receivables Program;

(g) the Borrower or any Subsidiary shall commence a voluntary case or

other proceeding seeking liquidation, reorganization or other relief with

respect to it or its debts under any federal or state bankruptcy, insolvency or

other similar law now or hereafter in effect or seeking the appointment of a

trustee, receiver, liquidator, custodian or other similar official of it or any

substantial part of its Property, or shall consent to any such relief or to the

appointment of or taking possession by any such official in an involuntary case

or other proceeding commenced against it, or shall make a general assignment

for the benefit of creditors, or shall fail generally, or shall admit in

writing its inability, to pay its debts as they become due, or shall take any

corporate action to authorize any of the foregoing; or

(h) an involuntary case or other proceeding shall be commenced against

the Borrower or any Subsidiary seeking liquidation, reorganization or other

relief with respect to it or its debts under any federal or state bankruptcy,

insolvency or other similar law now or hereafter in effect or seeking the

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appointment of a trustee, receiver, liquidator, custodian or other similar

official of it or any substantial part of its Property, and such involuntary

case or other proceeding shall remain undismissed and unstayed for a period of

sixty (60) days; or an order for relief shall be entered against the Borrower

or any Subsidiary under the federal or state bankruptcy laws as now or

hereafter in effect; or

(i) the Borrower or any member of the Controlled Group shall fail to pay

when due any material amount which it shall have become liable to pay to the

PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a

Plan or Plans shall be filed under Title IV of ERISA by the Borrower, any

member of the Controlled Group, any plan administrator or any combination of

the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA

to terminate or to cause a trustee to be appointed to administer any such Plan

or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or

Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall

not have been dismissed within thirty (30) days thereafter; or a condition

shall exist by reason of which the PBGC would be entitled to obtain a decree

adjudicating that any such Plan or Plans must be terminated; or

(j) one or more final judgments or orders for the payment of money in an

aggregate amount in excess of $10,000,000 and not covered by insurance shall be

rendered against the Borrower or any Subsidiary and such judgment or order

shall continue unsatisfied and unstayed for a period of thirty (30) days; or

(k) a federal tax lien in an aggregate amount in excess of $10,000,000

shall be filed against the Borrower or any Subsidiary under Section 6323 of the

Code or a lien of the PBGC shall be filed against the Borrower or any

Subsidiary under Section 4068 of ERISA and in either case such lien shall

remain undischarged for a period of twenty-five (25) days after the date of

filing; or

(l)(i) any Person or two or more Persons (other than the E. T. Xxxxxxxx

Family Stockholders) acting in concert shall have acquired beneficial ownership

(within the meaning of Rule l3d-3 of the Securities and Exchange Commission

under the Securities Exchange Act of 1934) of outstanding shares of Capital

Stock of the Borrower having more than fifty percent (50%) of the combined

total voting power of all classes of Capital Stock of the Borrower; or (ii) as

of any date a majority of the Board of Directors of the Borrower consists of

individuals who were not either (A) directors of the Borrower as of the

corresponding date of the previous year, (B) selected or nominated to become

directors by the Board of Directors of the Borrower of which a majority

consisted of individuals described in clause (A), or (C) selected or nominated

to become directors by the Board of Directors of the Borrower of which a

majority consisted of individuals described in clause (A) and individuals

described in clause (B), or (iii) any "Change of Control" or any other similar

event shall occur with respect to the Borrower under and as defined in any

Ancillary Document or any other Instruments governing any Debt of the Borrower

or of any of its Subsidiaries in an aggregate principal amount equal to or

exceeding $100,000,000; or

(m) except as permitted by Section 6.22, if any material Broadcast

Licenses necessary for the operation of the Stations shall be terminated,

forfeited or revoked or shall fail to be renewed for any reason whatsoever, or,

for any other reason, the Borrower or any Subsidiary of the Borrower shall at

any time fail to be a licensee under any of the Broadcast Licenses or shall

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otherwise fail to have all required authorizations, licenses and permits to

construct, own, operate or promote the Stations pursuant to the Broadcast

Licenses; or

(n) if, at any time, the FCC or any court of competent jurisdiction shall

have entered any final order or judgment (which, in either case, shall have

been outstanding for any period of more than thirty (30) days during which

enforcement of such order or judgment has not been stayed, by reason of a

pending appeal or otherwise) requiring the Borrower or any Subsidiary of the

Borrower to sell, transfer or divest itself of any Station, or the assets which

comprise any Station, by virtue of any failure on the part of the Borrower or

any Subsidiary of the Borrower to comply with the Federal Communications Act of

1934, as amended, the rules and regulations of the FCC promulgated thereunder

or any FCC order or any judgment, and the Borrower or any Subsidiary of the

Borrower shall fail to consummate such sale, transfer or divestiture within the

time allotted therefor;

then, the Administrative Agent shall at the request of, or may with the consent

of, the Required Lenders:

(a) declare the Commitment of each Lender and the Letter of Credit

Commitment of the Issuing Lender to be terminated in full, whereupon all of

such Commitments and such Letter of Credit Commitment shall forthwith be

terminated in full;

(b) declare the unpaid principal amount of all of the outstanding

Loans, Letter of Credit Obligations and other Obligations, all interest accrued

and unpaid thereon, and all of the other Obligations owing or payable under any

of the Loan Documents to be immediately due and payable in full, without

presentment, demand, protest or other notice of any kind, all of which are

hereby expressly and irrevocably waived by the Borrower;

the Letter of Credit Obligations to the extent of outstanding and wholly or

partially undrawn Letters of Credit, whereupon the Borrower shall so cash

collateralize in a manner satisfactory to the Administrative Agent all of such

Letters of Credit to that extent; and/or

(d) exercise on behalf of itself, the Issuing Lender and the Lenders

all or any of the rights and remedies available to it, the Issuing Lender and

the Lenders under the Loan Documents or Applicable Law;

provided, however, that, upon the occurrence of any Event of Default specified

above in this Section 7.01(g) or (h) with respect to the Borrower, the

obligation of each Lender to make Loans and the obligation of the Issuing

Lender to issue Letters of Credit shall in any event automatically terminate,

and the unpaid principal amount of all of the outstanding Loans, Letter of

Credit Obligations and other Obligations and all interest and other amounts as

aforesaid shall automatically become and be immediately due and payable in full

without any further act or notice by the Administrative Agent, the Issuing

Lender or any Lender, all of which are hereby expressly and irrevocably waived

by the Borrower.

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ARTICLE VIII

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THE ADMINISTRATIVE AGENT AND OTHER AGENTS

SECTION 8.01. Appointment and Authorization.

(a) Each of the Lenders and the Issuing Lender hereby irrevocably

appoints, designates and authorizes the Administrative Agent to take such

action on its behalf under the provisions of this Agreement and each other Loan

Document, and to exercise such powers and perform such duties, as are expressly

delegated to it by the terms of this Agreement or any other Loan Document, and

to exercise such other powers as are reasonably incidental thereto.

Notwithstanding any provision to the contrary contained elsewhere in this

Agreement or in any other Loan Document, the Administrative Agent shall not

have any duties or responsibilities, except those expressly set forth herein or

therein, nor shall the Administrative Agent have or be deemed to have any

fiduciary relationship with any Lender or the Issuing Lender, and no implied

covenants, functions, responsibilities, duties, obligations or liabilities

shall be read into this Agreement or any other Loan Document or otherwise exist

against the Administrative Agent.

(b) The Issuing Lender shall have all of the benefits and immunities (i)

provided to the Administrative Agent in this Article VIII with respect to any

acts taken or omissions suffered by the Issuing Lender in connection with

Letters of Credit issued by it or proposed to be issued by it and the Letter of

Credit Applications pertaining to such Letters of Credit, in each case, as

fully as if the term "Administrative Agent" as used in this Article VIII,

included the Issuing Lender with respect to such acts or omissions, and (ii) as

additionally provided in this Agreement with respect to the Issuing Lender.

SECTION 8.02. Delegation of Duties.

The Administrative Agent may execute any of its duties under this Agreement or

any other Loan Document by or through agents, employees or attorneys-in-fact

and shall be entitled to advice of counsel concerning all matters pertaining to

such duties. The Administrative Agent shall not be responsible for the

negligence or misconduct of any agent or attorney-in-fact that it selects with

reasonable care.

SECTION 8.03. Liability of Administrative Agent.

None of the Administrative Agent, its Affiliates or any of their officers,

directors, employees, agents or attorneys-in-fact (collectively,

"Administrative Agent-Related Persons") shall (a) be liable for any action

taken or omitted to be taken by any of them under or in connection with this

Agreement, any of the other Loan Documents (except for their own gross

negligence or willful misconduct as such has been determined by a final

non-appealable judgment), or (b) be responsible in any manner to any of the

Lenders or the Issuing Lender for any recital, statement, representation or

warranty made by the Borrower or any Subsidiary or Affiliate thereof, or any

officer thereof, contained in this Agreement or in any other Loan Document, or

in any certificate, report, statement or other document referred to or provided

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for in or received by the Administrative Agent under or in connection with,

this Agreement or any other Loan Document or for the validity, effectiveness,

genuineness, enforceability or sufficiency of this Agreement or any other Loan

Document or for any failure of the Borrower or any other party to any Loan

Document to perform its obligations hereunder or thereunder. No Administrative

Agent-Related Person shall be under any obligation to any Lender, the Issuing

Lender or any of the other Agents to ascertain or to inquire as to the

observance or performance of any of the Obligations or any of the other

agreements contained in, or conditions of, this Agreement or any other Loan

Document, or to inspect any of the Properties, books or records of the Borrower

or any of its Subsidiaries or Affiliates.

SECTION 8.04. Reliance by Administrative Agent.

(a) Each of the Lenders, the Issuing Lender and the other Agents agree

that the Administrative Agent shall be entitled to rely, and shall be fully

protected in relying, upon any writing, resolution, notice, consent,

certificate, affidavit, letter, telegram, facsimile, telex or telephone

message, statement or other document or conversation believed by it to be

genuine and correct and to have been signed, sent or made by the proper Person

or Persons, and upon advice and statements of legal counsel, independent

accountants and other experts selected by the Administrative Agent. Each of the

Lenders, the Issuing Lender and the other Agents agree that the Administrative

Agent shall be fully justified in failing or refusing to take any action under

this Agreement or any other Loan Document unless it shall first receive all

such advice or concurrence of the Required Lenders or, as required by Section

10.05, all of the Lenders as the Administrative Agent deems appropriate and, if

it so requests, the Administrative Agent shall first be indemnified to its

satisfaction by each of the Lenders and the Issuing Lender against any and all

liability and expense which may be incurred by it by reason of taking or

continuing to take any such action. The Administrative Agent shall in all cases

be fully protected in acting, or in refraining from acting, under this

Agreement or any other Loan Document in accordance with a request or consent of

the Required Lenders or, as required by Section 10.05, all of the Lenders, and

such request or consent and any action taken or failure to act pursuant thereto

shall be binding upon all of the Lenders, the Issuing Lender and the other

Agents.

(b) For purposes of determining compliance with the conditions specified

in Section 4.01 as it relates to the initial Credit Extension on the Closing

Date, each Lender that has executed this Agreement shall be deemed to have

consented to, approved or accepted or to be satisfied with each document or

other matter either sent by the Administrative Agent to such Lender for

consent, approval, acceptance or satisfaction, or required by the terms hereof

to be consented to or approved by or to be acceptable or satisfactory to such

Lender, unless an officer of the Administrative Agent responsible for the

transactions contemplated by the Loan Documents shall have received written

notice from such Lender prior to the initial Borrowing and issuances of Letters

of Credit on the Closing Date specifying in reasonable detail its objection

thereto and either such objection shall not have been withdrawn by written

notice to the Administrative Agent to that effect or such Lender shall not have

made available to the Administrative Agent such Lender's ratable portion of

such Borrowing.

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SECTION 8.05. Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the

occurrence of any Default or Event of Default, except with respect to Defaults

in the payment of principal, interest and fees required to be paid to the

Administrative Agent for the account of the Lenders or the Issuing Lender,

unless the Administrative Agent shall have received written notice from a

Lender or the Borrower referring to this Agreement, describing such Default or

Event of Default and stating that such notice is a "Notice of Default". In the

event that the Administrative Agent receives such a written notice, the

Administrative Agent shall give notice thereof to the Lenders and the Issuing

Lender. The Administrative Agent shall take such action with respect to such

Default or Event of Default as shall be requested by the Required Lenders in

accordance with Article VII; provided, however, that, unless and until the

Administrative Agent shall have received any such request, the Administrative

Agent may (but shall not be obligated to) take such action, or refrain from

taking such action, with respect to such Default or Event of Default as the

Administrative Agent shall deem advisable or in the best interests of the

Lenders and the Issuing Lender.

SECTION 8.06. Credit Decisions.

Each of the Lenders, the Issuing Lender and the other Agents expressly

acknowledges that none of the Administrative Agent-Related Persons has made any

representation or warranty to it and that no act by the Administrative Agent

hereinafter taken, including any review of the affairs of the Borrower or of

any of its Subsidiaries, shall be deemed to constitute any representation or

warranty by the Administrative Agent to any of the Lenders, the Issuing Lender

or the other Agents. Each of the Lenders, the Issuing Lender and the other

Agents represents to the Administrative Agent that it has, independently and

without reliance upon the Administrative Agent, and based on such documents and

information as it has deemed appropriate, made its own appraisal of and

investigation into the business, prospects, operations, Property, financial and

other condition and creditworthiness of the Borrower and its Subsidiaries, and

all Applicable Laws relating to the transactions contemplated thereby, and made

its own decision to enter into this Agreement and extend credit to the Borrower

hereunder. Each of the Lenders, the Issuing Lender and the other Agents also

represents that it will, independently and without reliance upon the

Administrative Agent, and based on such documents and information as it shall

deem appropriate at the time, continue to make its own credit analysis,

appraisals and decisions in taking or not taking action under this Agreement

and the other Loan Documents and to make such investigations as it deems

necessary to inform itself as to the business, prospects, operations, Property,

financial and other condition and creditworthiness of the Borrower and its

Subsidiaries. Except for notices, reports and other documents expressly herein

required to be furnished to the Lenders, the Issuing Lender or the other Agents

by the Administrative Agent, the Administrative Agent shall not have any duty

or responsibility to provide any of the Lenders, the Issuing Lender or the

other Agents with any credit or other information concerning the business,

prospects, operations, Property, financial or other condition or

creditworthiness of the Borrower or of any of its Subsidiaries which may come

into the possession of any of the Administrative Agent-Related Persons.

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SECTION 8.07. Indemnification.

Whether or not any of the transactions contemplated hereby shall be

consummated, each of the Lenders shall indemnify, upon demand, each of the

Administrative Agent-Related Persons (to the extent not reimbursed by or on

behalf of the Borrower, and without limiting the Obligations of the Borrower to

do so), ratably from and against any and all liabilities, obligations, losses,

damages, penalties, actions, judgments, suits, costs, expenses and

disbursements of any kind whatsoever which may at any time (including at any

time following the expiration of the Letters of Credit and the repayment of the

Loans and the resignation of the Administrative Agent) be imposed on, incurred

by or asserted against any such Person in any way relating to or arising out of

this Agreement, any other Loan Document, any document contemplated by or

referred to herein or therein, the transactions contemplated hereby or thereby

or any action taken or omitted by any such Person under or in connection with

any of the foregoing; provided, however, that none of the Lenders shall be

liable for the payment to any of the Administrative Agent-Related Persons of

any portion of such liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, expenses or disbursements to the extent

arising from such Person's gross negligence or willful misconduct. Without

limitation of the foregoing, each of the Lenders shall reimburse the

Administrative Agent upon demand for such Lender's ratable share of any fees,

costs or out-of-pocket expenses (including Attorney Costs) incurred by the

Administrative Agent in connection with the administration, modification,

amendment or enforcement (whether through negotiations, legal proceedings or

otherwise) of, or legal advice in respect of rights or responsibilities under,

this Agreement, any other Loan Document or any document contemplated by or

referred to herein, in each case, to the extent that the Administrative Agent

is not reimbursed for such expenses by or on behalf of the Borrower. Without

limiting the generality of the foregoing, if the U.S. Internal Revenue Service

or any other Governmental Authority of the United States or any other

jurisdiction asserts a claim that the Administrative Agent did not properly

withhold tax from amounts paid to or for the account of any Lender (because the

appropriate form was not delivered or was not properly executed, or because

such Lender failed to notify the Administrative Agent of a change in

circumstances which rendered the exemption from, or reduction of, withholding

tax ineffective, or for any other reason), such Lender shall indemnify the

Administrative Agent fully for all amounts paid as a result thereof, directly

or indirectly, by the Administrative Agent as tax or otherwise, including

penalties and interest, and including any taxes imposed by any jurisdiction on

the amounts payable to the Administrative Agent under this Section 8.07,

together with all related fees, costs and expenses (including Attorney Costs).

The obligations of each of the Lenders in this Section 8.07 shall survive the

payment of all of the Obligations hereunder.

SECTION 8.08. Administrative Agent in its Individual Capacity.

Fleet and its Affiliates may make loans to, issue letters of credit for the

account of, accept deposits from, acquire Equity Interests in and generally

engage in any kind of banking, trust, financial advisory or other business

with, the Borrower and its Subsidiaries and Affiliates as though Fleet were not

the Administrative Agent or the Issuing Lender hereunder and without notice to

or consent of the Lenders or other Agents. With respect to its Loans and its

participations in Letters of Credit, Fleet shall have the same rights and

powers under this Agreement and the other Loan Documents as any other Lender

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and may exercise the same as though it were not the Administrative Agent or the

Issuing Lender; and the terms "Lender" and "Lenders" shall include Fleet,

acting in its individual capacity as a Lender hereunder.

SECTION 8.09. Successor Administrative Agent.

The Administrative Agent may resign as Administrative Agent upon not less than

thirty (30) days' prior written notice to the Lenders and the Borrower, such

notice to specify the effective date of resignation. If the Administrative

Agent shall resign as Administrative Agent under this Agreement, the Required

Lenders shall appoint from among the Lenders a successor agent for the Lenders

and the Issuing Lender, which successor agent shall be subject to the approval

of the Borrower if no Event of Default is continuing, such approval not to be

unreasonably withheld or delayed. If no successor agent is appointed prior to

the effective date of resignation of the Administrative Agent, the

Administrative Agent may appoint, after consulting with the Lenders, and

subject to the approval of the Borrower if no Event of Default is continuing,

such approval not to be unreasonably withheld or delayed, a successor agent

from among the Lenders or any Lender Affiliate. Any successor Administrative

Agent appointed under this Section 8.09 shall be a commercial bank organized

under the laws of the United States or any State thereof, and having a combined

capital and surplus of at least $500,000,000. Upon the acceptance of its

appointment as successor agent hereunder, such successor agent shall succeed to

all the rights, powers and duties of the retiring Administrative Agent; and the

term "Administrative Agent" shall mean such successor agent, and the retiring

Administrative Agent's appointment, powers and duties as Administrative Agent

shall be terminated. After any retiring Administrative Agent's resignation

hereunder as Administrative Agent, the provisions of this Article VIII and

Section 10.03 shall inure to its benefit as to any actions taken or omitted to

be taken by it while it was Administrative Agent under this Agreement. If no

successor agent has accepted appointment as Administrative Agent by the

effective date of resignation specified in the retiring Administrative Agent's

written notice of resignation, the retiring Administrative Agent's resignation

shall nevertheless become effective upon the effective date of resignation so

specified, and the Lenders shall perform all of the duties of the

Administrative Agent hereunder until such time, if any, as the Required Lenders

appoint a successor agent as provided for above.

SECTION 8.10. Other Agents.

None of the Co-Syndication Agents, in such capacity, the Documentation Agent,

in such capacity, or the Lead Arranger, in such capacity, shall have any duties

or responsibilities, or shall incur any obligations or liabilities, under this

Agreement or any of the other Loan Documents. Each Lender acknowledges that it

has not relied, and will not rely, on the Co-Syndication Agents, Documentation

Agent or the Lead Arranger in deciding to enter into this Agreement or in

making any Credit Extensions hereunder.

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ARTICLE IX

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CHANGE IN CIRCUMSTANCES; COMPENSATION;

INCREASE IN TOTAL COMMITMENT

SECTION 9.01. Basis for Determining Interest Rate Inadequate or Unfair.

If on or prior to the first day of any Interest Period:

(a) the Administrative Agent determines that deposits in Dollars (in the

applicable amounts) are not being offered in the relevant market for such

Interest Period, or

(b) the Required Lenders advise the Administrative Agent that the London

Interbank Offered Rate, as determined by the Administrative Agent will not

adequately and fairly reflect the cost to such Lenders of funding the relevant

type of Euro-Dollar Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower

and the Lenders, whereupon: (i) the obligations of the Lender to make the

Euro-Dollar Loans specified in such notice shall be suspended; and (ii) the

obligations of the Lenders to make the Euro-Dollar Loans specified in such

notice shall continue to be suspended until the Administrative Agent notifies

the Borrower that the circumstances giving rise to such suspension no longer

exist. Unless the Borrower notifies the Administrative Agent at least one (1)

Business Day before the date of any Euro-Dollar Borrowing for which a Notice of

Borrowing has previously been given that it elects not to borrow on such date,

such borrowing shall instead be made as a Base Rate Borrowing.

SECTION 9.02. Illegality.

If, after the date hereof, the adoption of any applicable law, rule or

regulation, or any change in any existing or future law, rule or regulation, or

any change in the interpretation or administration thereof by any Governmental

Authority, central bank or comparable agency charged with the interpretation or

administration thereof (any such authority, bank or agency being referred to as

an "Authority" and any such event being referred to as a "Change of Law"), or

compliance by any Lender (or its Lending Office) with any request or directive

(whether or not having the force of law) of any Authority shall make it

unlawful or impossible for any Lender (or its Lending Office) to make, maintain

or fund its Euro-Dollar Loans and such Lender shall so notify the

Administrative Agent, the Administrative Agent shall forthwith give notice

thereof to the other Lenders and the Borrower, whereupon until such Lender

notifies the Borrower and the Administrative Agent that the circumstances

giving rise to such suspension no longer exist, the obligation of such Lender

to make Euro-Dollar Loans shall be suspended. Before giving any notice to the

Administrative Agent pursuant to this Section 9.02, such Lender shall designate

a different Lending Office if such designation will avoid the need forgiving

such notice and will not, in the judgment of such Lender, be otherwise

disadvantageous to such Lender. If such Lender shall determine that it may not

lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans

to maturity and shall so specify in such notice, the Borrower shall immediately

convert the then outstanding principal amount of each Euro-Dollar Loan of such

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Lender into a Base Rate Loan pursuant to Section 2.14. Concurrently with such

conversion, the Borrower shall pay the accrued interest on such Euro-Dollar

Loan and any amount due such Lender pursuant to Section 9.05(a).

SECTION 9.03. Increased Cost and Reduced Return.

(a) If after the date hereof, a Change of Law or compliance by any Lender

(or its Lending Office) with any request or directive (whether or not having

the force of law) of any Authority:

(i) shall subject any Lender or the Issuing Lender (or its Lending

Office) to any tax, duty or other charge with respect to its Euro-Dollar

Loans, its Notes, Letters of Credit or its obligation to make Euro-Dollar

Loans, or shall change the basis of taxation of payments to any Lender (or

its Lending Office) of the principal of or interest on its Euro-Dollar

Loans or any other amounts due under this Agreement in respect of its

Euro-Dollar Loans or its obligation to make Euro-Dollar Loans (except for

changes in the rate of tax on the overall net income of such Lender or its

Lending Office imposed by the jurisdiction in which such Lender's

principal executive office or Lending Office is located); or

(ii) shall impose, modify or deem applicable any reserve, special

deposit or similar requirement (including, without limitation, any such

requirement imposed by the Board of Governors of the Federal Reserve

System, but excluding with respect to any Euro-Dollar Loan any such

requirement included in an applicable Euro-Dollar Reserve Percentage)

against assets of, deposits with or for the account of, or credit extended

by, any Lender (or its Lending Office); or

(iii) shall impose on any Lender or the Issuing Lender (or its

Lending Office) or on the London interbank market any other condition

affecting its Euro-Dollar Loans, its Notes, its Letters of Credit or its

obligation to make Euro-Dollar Loans;

and the result of any of the foregoing is to increase the cost to such Lender

(or its Lending Office) of making or maintaining any Euro-Dollar Loan, or to

reduce the amount of any sum received or receivable by such Lender (or its

Lending Office) under this Agreement, its Notes or its Letters of Credit with

respect thereto, by an amount deemed by such Lender to be material, then,

within fifteen (15) days after demand by such Lender (with a copy to the

Administrative Agent), the Borrower shall pay to such Lender or Issuing Lender

such additional amount or amounts as will compensate such Lender or Issuing

Lender for such increased cost or reduction.

(b) If any Lender shall have determined that after the date hereof the

adoption of any applicable law, rule or regulation regarding capital adequacy,

or any change in any existing or future law, rule or regulation, or any change

in the interpretation or administration thereof, or compliance by any Lender

(or its Lending Office) with any request or directive regarding capital

adequacy (whether or not having the force of law) of any Authority, has or

would have the effect of reducing the rate of return on such Lender's capital

as a consequence of its obligations hereunder to a level below that which such

Lender could have achieved but for such adoption, change or compliance (taking

into consideration such Lender's policies with respect to capital adequacy) by

an amount deemed by such Lender to be material, then from time to time, within

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fifteen (15) days after demand by such Lender, the Borrower shall pay to such

Lender such additional amount or amounts as will compensate such Lender for

such reduction.

Agent of any event of which it has knowledge, occurring after the date hereof,

which will entitle such Lender to compensation pursuant to this Section 9.03

and will designate a different Lending Office if such designation will avoid

the need for, or reduce the amount of, such compensation and will not, in the

judgment of such Lender, be otherwise disadvantageous to such Lender. A

certificate of any Lender claiming compensation under this Section 9.03 and

setting forth the additional amount or amounts to be paid to it hereunder shall

be conclusive in the absence of manifest error. In determining such amount,

such Lender may use any reasonable averaging and attribution methods.

(d) The provisions of this Section 9.03 shall be applicable with respect

to any Assignee and any calculations required by such provisions shall be made

based upon the circumstances of such Assignee.

(e) The Borrower shall not be liable to any Lender or the Administrative

Agent for costs incurred pursuant to Section 9.03(a) and (b) more than two

hundred seventy (270) days prior to receipt by the Borrower of such demand for

payment from such Lender or, as the case may be, the Administrative Agent,

unless such costs were incurred prior to such two hundred seventy (270) day

period as a result of such present or future applicable law being retroactive

to a date which occurred prior to such two hundred seventy (270) day period and

such Lender or, as the case may be, the Administrative Agent, has given notice

to the Borrower of the effectiveness of such law within two hundred seventy

(270) days after the effective date thereof.

SECTION 9.04. Base Rate Loans Substituted for Euro-Dollar Loans.

If (a) the obligation of any Lender to make or maintain Euro-Dollar Loans has

been suspended pursuant to Section 9.02 or (b) any Lender has demanded

compensation under Section 9.03, and the Borrower shall, by at least five (5)

Business Days' prior notice to such Lender through the Administrative Agent,

have elected that the provisions of this Section 9.04 shall apply to such

Lender, then, unless and until such Lender notifies the Borrower that the

circumstances giving rise to such suspension or demand for compensation no

longer apply:

(i) all Loans which would otherwise be made by such Lender as

Euro-Dollar Loans shall be made instead as Base Rate Loans (in all cases

interest and principal on such Loans shall be payable contemporaneously with

the related Euro-Dollar Loans of the other Banks), and

(ii) after each of its Euro-Dollar Loans has been repaid, all

payments of principal which would otherwise be applied to repay such

Euro-Dollar Loans shall be applied to repay its Base Rate Loans instead.

In the event that the Borrower shall elect that the provisions of this Section

9.04 shall apply to any Lender, the Borrower shall remain liable for, and shall

pay to such Lender as provided herein, all amounts due such Lender under

Section 9.03 in respect of the period preceding the date of conversion of such

Lender's Loans resulting from the Borrower's election.

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SECTION 9.05. Compensation.

pon the request of any Lender, delivered to the Borrower and the Administrative

Agent, the Borrower shall pay to such Lender such amount or amounts as shall

compensate such Lender for any loss, cost or expense incurred by such Lender as

a result of

(a) any payment or prepayment (pursuant to Section 2.09, Section 2.10 or

otherwise) of a Euro-Dollar Loan on a date other than the last day of an

Interest Period for such Euro-Dollar Loan;

(b) any failure by the Borrower to prepay a Euro-Dollar Loan on the date

for such prepayment specified in the relevant notice of prepayment hereunder;

for the Euro-Dollar Borrowing of which such Euro-Dollar Loan is a part

specified in the applicable Notice of Borrowing delivered pursuant to Section

2.02;

such compensation to include, without limitation, an amount equal to the

excess, if any, of (i) the amount of interest which would have accrued on the

amount so paid or prepaid or not prepaid or borrowed for the period from the

date of such payment, prepayment or failure to prepay or borrow to the last day

of the then current Interest Period for such Euro-Dollar Loan (or, in the case

of a failure to prepay or borrow, the Interest Period for such Euro-Dollar Loan

which would have commenced on the date of such failure to prepay or borrow) at

the London Interbank Offered Rate applicable to such Euro-Dollar Loan over (ii)

the amount of interest (as reasonably determined by such Lender) such Lender

would have paid on deposits in Dollars of comparable amounts having terms

comparable to such period placed with it by leading banks in the London

interbank market.

SECTION 9.06. Increase in Total Commitment.

(a) At any time prior to 5:00 p.m. (Boston, Massachusetts time) on the

tenth (10th) Business Day prior to the third anniversary of the Effective Date,

the Borrower may request on no more than three occasions that the Total

Commitment be increased, without the consent of the Required Lenders, by an

amount up to $100,000,000 to be provided to the Borrower hereunder; provided,

that, the Total Commitment, determined after giving effect to such increase in

the Total Commitment, shall not at any time exceed $250,000,000. The

Borrower's request shall be made in writing (a "Commitment Increase Notice")

and delivered to the Administrative Agent at least ten (10) Business Days prior

to the proposed effective date of the increase in Total Commitment and shall

specify the amount of the proposed increase in Total Commitment and the

proposed effective date for such increase in Total Commitment, which proposed

effective date must be prior to the third anniversary of the Effective Date.

In the event of such a Commitment Increase Notice, each of the Lenders shall be

given the opportunity to participate in the requested increase. No Lender, by

virtue of its being a party hereto, shall have any obligation of any kind to

provide such commitments, and each Lender may determine with sole, absolute and

complete discretion whether to provide such commitments. On or prior to a date

that is five (5) Business Days after receipt of the Commitment Increase Notice,

each Lender shall submit to the Administrative Agent a notice indicating the

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maximum amount by which it is willing to increase its Commitments in connection

with such Commitment Increase Notice (any such notice to the Administrative

Agent being herein a "Lender Increase Notice"). Any Lender which does not

submit a Lender Increase Notice to the Administrative Agent prior to the

expiration of such five (5) Business Day period shall be deemed to have denied

any increase in its Commitments. In the event that the increases of

Commitments set forth in the Lender Increase Notices exceed the amount

requested by the Borrower in the Commitment Increase Notice, the Administrative

Agent shall have the right, in consultation with the Borrower, to allocate the

amount of increases necessary to meet the Borrower's Commitment Increase

Notice. In the event that the Lender Increase Notices are less than the amount

requested by the Borrower, no later than three (3) Business Days prior to the

proposed effective date the Borrower may notify the Administrative Agent of any

Eligible Assignee that shall have agreed to become a "Lender" party hereto (an

"Acceding Lender") in connection with the Commitment Increase Notice. Any

Acceding Lender shall be approved of by the Administrative Agent, which

approval shall not be unreasonably withheld. If the Borrower shall not have

arranged any Acceding Lender(s) to commit to the shortfall from the Lender

Increase Notices, then the Borrower shall be deemed to have reduced the amount

of its Commitment Increase Notice to the aggregate amount set forth in the

Lender Increase Notices; provided, however, that the Borrower may at its option

withdraw such Commitment Increase Notice, in which case such Commitment

Increase Notice shall not count toward the limit of three provided in the first

sentence of this paragraph (a). Based upon the Lender Increase Notices, any

allocations made in connection therewith and any notice regarding any Acceding

Lender, if applicable, the Administrative Agent shall notify the Borrower and

the Lenders on or before the Business Day immediately prior to the proposed

effective date of the amount of each Lender's and Acceding Lender's Commitment

(the "Effective Commitment Amount") and the amount of the Total Commitment,

which amounts shall be effective on the following Business Day subject to the

conditions set forth herein. Any increase in the Total Commitment under this

Agreement shall be subject to the following conditions precedent: (i) as of

the date of the Commitment Increase Notice and as of the proposed effective

date of the increase in the Total Commitment under this Agreement, all

representations and warranties shall be true and correct in all material

respects as though made on such date (unless such representation and warranty

is made as of a specific date, in which case, such representation and warranty

shall be true and correct as of such date); (ii) as of the date of the

Commitment Increase Notice and as of the proposed effective date of the

increase in the Total Commitment under this Agreement, no event shall have

occurred and then be continuing which constitutes a Default or Event of Default

under the Agreement and all other conditions precedent to a Credit Extension

specified in Section 4.02 shall be satisfied; (iii) the Borrower, the

Administrative Agent and each Acceding Lender which shall have agreed to

provide a "Commitment" in support of such increase in the Total Commitment

under this Agreement, shall have executed and delivered an "Instrument of

Accession" in a form reasonably acceptable to the Administrative Agent; (iv)

counsel for the Borrower shall have provided to the Administrative Agent a

supplemental opinion in form and substance reasonably satisfactory to the

Administrative Agent; and (v) the Borrower and the Acceding Lender(s) shall

otherwise have executed and delivered such other instruments and documents as

the Administrative Agent shall have reasonably requested in connection with

such increase. Upon satisfaction of the conditions precedent to any increase

in the Total Commitment under this Agreement, the Administrative Agent shall

promptly advise the Borrower and each Lender of the effective date of such

increase. Upon the effective date of any increase in the Total Commitment

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under this Agreement that is supported by an Acceding Lender, such Acceding

Lender shall be a party to this Agreement as a Lender and shall have the rights

and obligations of a Lender hereunder. In addition, on the effective date, the

Administrative Agent shall replace the existing Schedule II attached hereto

with the revised Schedule II reflecting such new Total Commitment and each

Lender's Commitment. Nothing contained herein shall constitute, or otherwise

be deemed to be, a commitment on the part of any Lender to increase its

Commitments hereunder.

(b) For purposes of this clause (b), (i) the term "Buying Lender(s)"

shall mean (A) each Lender the Effective Commitment Amount of which is greater

than its Commitment prior to the effective date of any increase in the Total

Commitment under this Agreement and (B) each Acceding Lender that is allocated

an Effective Commitment Amount in connection with any Commitment Increase

Notice and (ii) the term "Selling Lender(s)" shall mean each Lender whose

Commitment under this Agreement is not being increased from that in effect

prior to such increase in the Total Commitment under this Agreement as the case

may be. Effective on the effective date of any increase in the Total

Commitment under this Agreement pursuant to clause (a) above, each Selling

Lender hereby sells, grants, assigns and conveys to each Buying Lender, without

recourse, warranty or representation of any kind, except as specifically

provided herein, an undivided percentage in such Selling Lender's right, title

and interest in and to its outstanding Loans in the respective amounts and

percentages necessary so that, from and after such sale, each such Selling

Lender's outstanding Loans shall equal such Selling Lender's pro rata share

(calculated based upon the Effective Commitment Amounts) of the outstanding

Loans under this Agreement as applicable. Effective on the effective date of

any increase in the Total Commitment under this Agreement pursuant to clause

(a) above, each Buying Lender hereby purchases and accepts such grant,

assignment and conveyance from the Selling Lenders. Each Buying Lender hereby

agrees that its respective purchase price for the portion of the outstanding

Loans purchased hereby shall equal the respective amount necessary so that,

from and after such payments, each Buying Lender's outstanding Loans shall

equal such Buying Lender's pro rata share (calculated based upon the Effective

Commitment Amounts) of the outstanding Loans under this Agreement. Such amount

shall be payable on the effective date of the increase in the Total Commitment

under this Agreement by wire transfer of immediately available funds to the

Administrative Agent. The Administrative Agent, in turn, shall wire transfer

any such funds received to the Selling Lenders, in same day funds, for the sole

account of the Selling Lenders. Each Selling Lender hereby represents and

warrants to each Buying Lender that such Selling Lender owns the Loans being

sold and assigned hereby for its own account and has not sold, transferred or

encumbered any or all of its interests in such Loans, except for participations

which will be extinguished upon payment to the Selling Lender of any amount

equal to the portion of the outstanding Loans being sold by such Selling

Lender. Each Buying Lender hereby acknowledges and agrees that, except for

such Selling Lender's representations and warranties contained in the foregoing

sentence, each such Buying Lender has entered into its Instrument of Accession

with respect to such increase on the basis of its own independent investigation

and has not relied upon, and will not rely upon, any explicit or implicit

written or oral representation, warranty or other statement of the Lenders or

the Administrative Agent concerning the authorization, execution, legality,

validity, effectiveness, genuineness, enforceability or sufficiency of this

Agreement or the other Loan Documents. The Borrower hereby agrees to

compensate each Selling Lender for all losses, expenses and liabilities

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incurred by each Lender in connection with the sale and assignment of any

Euro-Dollar Rate Loans hereunder on the terms and in the manner set forth in

Section 9.05 hereof.

SECTION 9.07. Replacement of Lenders.

If any Lender (an "Affected Lender") makes demand upon the Borrower for (or if

the Borrower is otherwise required to pay) amounts pursuant to Section 2.11(c)

or Section 9.03, the Borrower may within ninety (90) days of receipt of such

demand (or the occurrence of such other event causing the Borrower to be

required to pay such compensation) by notice (a "Replacement Notice") in

writing to the Administrative Agent and such Affected Lender (a) request the

Affected Lender to cooperate with the Borrower in obtaining a replacement

Lender which is an Eligible Assignee satisfactory to the Administrative Agent

and the Borrower (the "Replacement Lender"); (b) request the non-Affected

Lenders to acquire and assume all of the Affected Lender's Loans and Commitment

as provided herein, but none of such Lenders shall be under an obligation to do

so; or (c) designate a Replacement Lender approved by the Administrative Agent,

such approval not to be unreasonably withheld or delayed. If any satisfactory

Replacement Lender shall be obtained, and/or if any one or more of the

non-Affected Lenders shall agree to acquire and assume all of the Affected

Lender's Loans and Commitment, then such Affected Lender shall assign, in

accordance with Section10.07, all of its Commitment, Loans, participations in

Letter of Credit Borrowings, Notes and other rights and obligations under this

Agreement and all other Loan Documents to such Replacement Lender or

non-Affected Lenders, as the case may be, in exchange for payment of the

principal amount so assigned and all interest and fees accrued on the amount so

assigned, plus all other Obligations then due and payable to the Affected

Lender; provided, however, that (i) such assignment shall be evidenced by an

Assignment and Acceptance, and (ii) prior to any such assignment, the Borrower

shall have paid to such Affected Lender all amounts properly demanded and

unreimbursed under Section 2.11(c) and Section 9.03. Upon the effective date

of such assignment, the Borrower shall issue replacement Notes to such

Replacement Lender and/or non-Affected Lenders, as the case may be, and such

institution shall become a "Lender" for all purposes under this Agreement and

the other Loan Documents.

ARTICLE X

---------

MISCELLANEOUS

SECTION 10.01. Notices.

All notices, requests and other communications to any party hereunder shall be

in writing (including facsimile transmission or similar writing) and shall be

given to such party at its address or telecopy number set forth on Schedule I

or such other address or telecopy number as such party may hereafter specify

for the purpose by notice to each other party. Each such notice, request or

other communication shall be effective (a) if given by telecopier, when such

telecopy is transmitted to the telecopy number specified on Schedule I and the

telecopy machine used by the sender provides a written confirmation that such

telecopy has been so transmitted or receipt of such telecopy transmission is

otherwise confirmed, (b) if given by mail, three (3) Business Days after such

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communication is deposited in the mails with first class postage prepaid,

addressed as aforesaid, and (c) if given by any other means, when delivered at

the address specified on Schedule I; provided, that notices to the

Administrative Agent and notices to the Issuing Lender under Article III shall

not be effective until actually received.

SECTION 10.02. No Waivers.

No failure or delay by the Administrative Agent, Issuing Lender or any Lender

in exercising any right, power or privilege hereunder or under any Note or

other Loan Document shall operate as a waiver thereof nor shall any single or

partial exercise thereof preclude any other or further exercise thereof or the

exercise of any other right, power or privilege. The rights and remedies

herein provided shall be cumulative and not exclusive of any rights or remedies

provided by law.

SECTION 10.03. Costs and Expenses; Indemnification.

The Borrower shall, whether or not any of the transactions contemplated by this

Agreement or any of the other Loan Documents shall be consummated:

(a) pay or reimburse, on demand, all reasonable costs and expenses

incurred or sustained by the Administrative Agent from time to time in

connection with the development, preparation, delivery or syndication of the

Commitments under, or execution and delivery of, or any amendment, supplement,

waiver or modification to (in each case, whether or not consummated), this

Agreement, any of the other Loan Documents, or any of the other Instruments or

documents prepared in connection herewith or therewith, or the consummation of

any of the transactions contemplated hereby or thereby, including the Attorney

Costs incurred or sustained by the Administrative Agent in connection therewith

or with respect thereto; and

(b) pay or reimburse each of the Lenders, the Issuing Lender and the

Administrative Agent, on demand, for all reasonable costs and expenses incurred

or sustained by them from time to time in connection with the enforcement,

attempted enforcement or preservation of any rights or remedies (including in

connection with any "workout" or restructuring relating to the Loans or any of

the Obligations, and including in connection with any Insolvency Proceedings

involving the Borrower or any of its Subsidiaries) under this Agreement, any of

the other Loan Documents or any of such other Instruments or documents,

including Attorney Costs and all of the reasonable fees, costs and expenses of

any consultants incurred by the Administrative Agent or by any of the Lenders;

and

demand, for all reasonable appraisal (including, without duplication, the

allocated cost of internal appraisal services), audit, environmental inspection

and review (including, without duplication, the allocated costs of such

internal services), search and filing fees, costs and expenses, incurred or

sustained by the Administrative Agent from time to time in connection with any

of the matters referred to under paragraphs (a) or (b) of this Section 10.03;

and

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(d) whether or not any of the transactions contemplated by this Agreement

or any of the other Loan Documents shall be consummated, the Borrower shall, on

demand, pay, indemnify and hold each of the Lenders, the Issuing Lender, the

Administrative Agent and each of their respective officers, directors, other

Affiliates, employees, counsel, agents and attorneys-in-fact (each, an

"Indemnified Person") harmless from and against any and all liabilities,

obligations, losses, damages, penalties, actions, judgments, suits, costs,

charges, expenses or disbursements (including Attorney Costs) of any kind or

nature whatsoever with respect to each of (i) any investigation, litigation or

proceeding (including any Insolvency Proceedings involving the Borrower or any

of its Subsidiaries) related to this Agreement or any of the other Loan

Documents, Credit Extensions, or the use of any of the proceeds thereof,

whether or not any Indemnified Person is a party thereto, and (ii) the actual

or alleged presence of Hazardous Materials in the air, surface water or

groundwater or on the surface or subsurface of any Property owned or at any

time operated by the Borrower or by any of its Subsidiaries, the generation,

storage, transportation, handling or disposal of Hazardous Materials at any

location by the Borrower or any of its Subsidiaries, whether or not owned or

operated by the Borrower or any of its Subsidiaries, the noncompliance of any

such Property with Environmental Laws (including applicable permits thereunder)

applicable to any such Property, or any Environmental Liabilities asserted

against the Borrower, any of its Subsidiaries or any Property owned or at any

time operated by the Borrower or any of its Subsidiaries (all the foregoing

described in clauses (i) and (ii) above, collectively, the "Indemnified

Liabilities"); provided, however, that the Borrower shall not have an

obligation hereunder to any Indemnified Person with respect to Indemnified

Liabilities to the extent determined by a final non-appealable judgment that

such Indemnified Liability resulted from the bad faith, gross negligence or

willful misconduct of such Indemnified Person. The obligations in this Section

10.03 shall survive payment of all of the other Obligations.

SECTION 10.04. Set-Offs; Sharing of Set-Offs.

(a) In addition to any other rights and remedies of the Lenders provided

by law, if any Event of Default shall be continuing, each Lender is authorized

at any time and from time to time, without prior notice to the Borrower, any

such notice being irrevocably waived by the Borrower to the fullest extent

permitted by law, to set off and apply, to the fullest extent permitted by

Applicable Law, any and all deposits (general or special, time or demand,

provisional or final) at any time held by, and other indebtedness at any time

owing by, such Lender to or for the credit or the account of the Borrower

against any and all Obligations owing to such Lender, now or at any time

hereafter created, arising or existing, irrespective of whether or not the

Administrative Agent or such Lender shall have made demand under this Agreement

or any other Loan Document and although such Obligations may be contingent or

unmatured. Each Lender agrees promptly to notify the Borrower and the

Administrative Agent after any such set-off and application made by such

Lender; provided, however, that the failure to give any such notice shall not

affect the validity of such set-off and application. The rights of each Lender

under this Section 10.04(a) are in addition to all of the other rights and

remedies (including other rights of set-off) which such Lender may have.

(b) Each Lender agrees that if it shall, by exercising any right of

set-off or counterclaim or otherwise, receive payment of a proportion of the

aggregate amount of principal and interest owing with respect to the Notes and

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Letter of Credit Obligations held by it which is greater than the proportion

received by any other Lender in respect of the aggregate amount of all

principal and interest owing with respect to the Notes and Letter of Credit

Obligations held by such other Lender, the Lender receiving such

proportionately greater payment shall purchase such participations in the Notes

and Letter of Credit Obligations held by the other Lenders owing to such other

Lenders, and/or such other adjustments shall be made, as may be required so

that all such payments of principal and interest with respect to the Notes and

Letter of Credit Obligations held by the Lenders owing to such other Lenders

shall be shared by the Lenders pro rata; provided, that (i) nothing in this

Section 10.04 shall impair the right of any Lender to exercise any right of

set-off or counterclaim it may have and to apply the amount subject to such

exercise to the payment of indebtedness of the Borrower other than its

indebtedness under the Notes and the Letter of Credit Obligations, and (ii) if

all or any portion of such payment received by the purchasing Lender is

thereafter recovered from such purchasing Lender, such purchase from each other

Lender shall be rescinded and such other Lender shall repay to the purchasing

Lender the purchase price of such participation to the extent of such recovery

together with an amount equal to such other Lender's ratable share (according

to the proportion of (A) the amount of such other Lender's required repayment

to (B) 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 Borrower agrees, to the fullest extent it

may effectively do so under applicable law, that any holder of a participation

in a Note or Letter of Credit Obligation, whether or not acquired pursuant to

the foregoing arrangements, may exercise rights of set-off or counterclaim and

other rights with respect to such participation as fully as if such holder of a

participation were a direct creditor of the Borrower in the amount of such

participation.

SECTION 10.05. Consents, Amendments, Waivers, Etc.

Except as otherwise expressly provided in this Agreement, any consent or

approval required or permitted by this Agreement to be given by the Lenders may

be given, and any term of this Agreement or of any other instrument related

hereto or mentioned herein may be amended, and the performance or observance by

the Borrower of any terms of this Agreement or such other instrument or the

continuance of any Default or Event of Default may be waived (either generally

or in a particular instance and either retroactively or prospectively) with,

but only with, the written consent of the Borrower and the written consent of

the Required Lenders. Notwithstanding the foregoing, no amendment,

modification or waiver shall:

(a) without the written consent of the Borrower and each Lender directly

affected thereby:

(i) reduce or forgive the principal amount of any Loans or Letter of

Credit Obligations, or reduce the rate of interest on the Notes or the

amount of any Fees payable to such Lender (other than interest accruing

pursuant to Section 2.05(e) following the effective date of any waiver by

the Required Lenders of the Default or Event of Default relating thereto);

(ii) increase the amount of such Lender's Commitment or extend the

expiration date of such Lender's Commitment; and

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(iii) postpone or extend the Maturity Date or any other regularly

scheduled dates for payments of principal of, or interest on, the Loans or

the Letter of Credit Obligations or any Fees or other amounts payable to

such Lender (it being understood that (A) a waiver of the application of

the Default Rate pursuant to Section 2.05(e), and (B) any vote to rescind

any acceleration made pursuant to Article VII of amounts owing with

respect to the Loans and other Obligations shall require only the approval

of the Required Lenders);

(b) without the written consent of all of the Lenders, amend or waive

this Section 10.05 or the definition of Required Lenders;

Article III, the amount or time of payment of Letter of Credit Fees payable for

the Issuing Lender's account or any other provision applicable to the Issuing

Lender; and

(d) without the written consent of the Agents and the Issuing Lender,

amend or waive Article VIII.

No waiver shall extend to or affect any obligation not expressly waived or

impair any right consequent thereon. No course of dealing or delay or omission

on the part of any Lender or the Administrative Agent in exercising any right

shall operate as a waiver thereof or otherwise be prejudicial thereto. No

notice to or demand upon the Borrower shall entitle the Borrower to other or

further notice or demand in similar or other circumstances.

SECTION 10.06. Margin Stock Collateral.

Each of the Lenders represents to the Administrative Agent and each of the

other Lenders that it in good faith is not, directly or indirectly (by negative

pledge or otherwise), relying upon any Margin Stock as collateral in the

extension or maintenance of the credit provided for in this Agreement.

SECTION 10.07. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to

the benefit of the parties hereto and their respective successors and assigns;

provided that the Borrower may not assign or otherwise transfer any of its

rights under this Agreement, without the written consent of the Lenders and

Administrative Agent.

(b) Any Lender may at any time sell to one or more Persons (each a

"Participant") participating interests in any Loan or Letter of Credit

Obligations owing to such Lender, any Note held by such Lender, any Commitment

hereunder or any other interest or obligation of such Lender hereunder. In the

event of any such sale by a Lender of a participating interest to a

Participant, such Lender's obligations under this Agreement shall remain

unchanged, such Lender shall remain solely responsible for the performance

thereof, such Lender shall remain the holder of any such Note for all purposes

under this Agreement, and the Borrower, Issuing Lender and the Administrative

Agent shall continue to deal solely and directly with such Lender in connection

with such Lender's rights and obligations under this Agreement. In no event

shall a Lender that sells a participation be obligated to the Participant to

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take or refrain from taking any action hereunder except that such Lender may

agree that it will not (except as provided below), without the consent of the

Participant, agree to (i) postpone any date fixed for the payment of principal

of or interest on the related Loans or Letter of Credit Obligations, (ii)

reduce the amount of any principal, interest (except as provided in Section

2.05(e) or Fees due on any date fixed for the payment thereof with respect to

the related Loans or Letter of Credit Obligations, (iii) reduce the principal

of the related Loans or Letter of Credit Obligations or, (iv) any decrease in

the rate at which either interest is payable thereon or (if the Participant is

entitled to any part thereof) Fees is payable hereunder from the rate at which

the Participant is entitled to receive interest or Fees (as the case may be) in

respect of such participation. Each Lender selling a participating interest in

any Loan, Note, Commitment, Letter of Credit Obligation or other interest under

this Agreement shall, within ten (10) Business Days of such sale, provide the

Borrower and the Administrative Agent with written notification stating that

such sale has occurred and identifying the Participant and the interest

purchased by such Participant. The Borrower agrees that each Participant shall

be entitled to the benefits of Article IX with respect to its participation in

Loans outstanding from time to time.

institutions (each an "Assignee") all, or a proportionate part of all, of its

rights and obligations under this Agreement, the Notes and the other Loan

Documents, and such Assignee shall assume all such rights and obligations,

pursuant to an Assignment and Acceptance in the form attached hereto as Exhibit

C, executed by such Assignee, such transferor Lender and the Administrative

Agent (and, in the case of (i) an Assignee that is not then a Lender or an

Affiliate of a Lender; and (ii) an assignment not made during the existence of

an Event of Default, by the Borrower); provided, that, (i) the minimum amount

of any such assignment shall be $2,500,000 or any multiple of $500,000, (ii) no

interest may be sold by a Lender pursuant to this paragraph (c) to any Assignee

that is not then a Lender or an Affiliate of a Lender without the consent of

the Borrower, which consent shall not be unreasonably withheld, provided that

the Borrower's consent shall not be necessary with respect to any assignment

made during the existence of an Event of Default; and (iii) no interest may be

sold by a Lender pursuant to this paragraph (c) to any Assignee that is not

then a Lender or an Affiliate of a Lender, without the consent of the

Administrative Agent, which consent shall not be unreasonably withheld,

provided, that, although the Administrative Agent's consent may not be

necessary with respect to an Assignee that is then a Lender or an Affiliate of

a Lender, no such assignment shall be effective until the conditions set forth

in the following sentence are satisfied. Upon (i) execution of the Assignment

and Acceptance by such transferor Lender, such Assignee, the Administrative

Agent and (if applicable) the Borrower, (ii) delivery of an executed copy of

the Assignment and Acceptance to the Borrower and the Administrative Agent,

(iii) payment by such Assignee to such transferor Lender of an amount equal to

the purchase price agreed between such transferor Lender and such Assignee, and

(iv) payment by the assigning Lender of a processing and recordation fee of

$3,500 to the Administrative Agent, such Assignee shall for all purposes be a

Lender party to this Agreement and shall have all the rights and obligations of

a Lender under this Agreement to the same extent as if it were an original

party hereto with a Commitment as set forth in such instrument of assumption,

and the transferor Lender shall be released from its obligations hereunder to a

corresponding extent, and no further consent or action by the Borrower, the

Lenders or the Administrative Agent shall be required. Upon the consummation

of any transfer to an Assignee pursuant to this paragraph (c), the transferor

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Lender, the Administrative Agent and the Borrower shall make appropriate

arrangements so that, if required, new Notes are issued to each of such

Assignee and such transferor Lender.

(d) Subject to the provisions of Section 10.08, the Borrower authorizes

each Lender to disclose to any Participant, Assignee or other transferee (each

a "Transferee") and any prospective Transferee any and all financial and other

information in such Lender's possession concerning the Borrower which has been

delivered to such Lender by the Borrower pursuant to this Agreement or which

has been delivered to such Lender by the Borrower in connection with such

Lender's credit evaluation prior to entering into this Agreement.

(e) No Transferee shall be entitled to receive any greater payment under

Section 9.03 than the transferor Lender would have been entitled to receive

with respect to the rights transferred, unless such transfer is made with the

Borrower's prior written consent or by reason of the provisions of Sections

9.02 or Section 9.03 requiring such Lender to designate a different Lending

Office under certain circumstances or at a time when the circumstances giving

rise to such greater payment did not exist.

(f) Anything in this Section 10.07 to the contrary notwithstanding, any Lender

may assign and pledge all or any portion of the Loans and/or Obligations owing

to it to any Federal Reserve Lender or the United States Treasury as collateral

security pursuant to Regulation A of the Board of Governors of the Federal

Reserve Bank and Operating Circular issued by such Federal Reserve Bank,

provided, that any payment in respect of such assigned Loans and/or Obligations

made by the Borrower to the assigning and/or pledging Lender in accordance with

the terms of this Agreement shall satisfy the Borrower's obligations hereunder

in respect of such assigned Loans and/or Obligations to the extent of such

payment. No such assignment shall release the assigning and/or pledging Lender

from its obligations hereunder.

SECTION 10.08. Confidentiality.

Each Lender agrees to exercise its best efforts to keep any information

delivered or made available by the Borrower to it which is clearly indicated to

be confidential information, confidential from anyone other than persons

employed or retained by such Lender who are or are expected to become engaged

in evaluating, approving, structuring or administering the Loans; provided,

however, that nothing herein shall prevent any Lender from disclosing such

information (a) to any other Lender, (b) upon the order of any court or

administrative agency, (c) upon the request or demand of any regulatory agency

or authority having jurisdiction over such Lender, (d) which has been publicly

disclosed, (e) to the extent reasonably required in connection with any

litigation to which the Administrative Agent, Issuing Lender, any Lender or

their respective Affiliates may be a party, (f) to the extent reasonably

required in connection with the exercise of any remedy hereunder, (g) to such

Lender's legal counsel, Affiliates and independent auditors and (h) to any

actual or proposed Participant, Assignee or other Transferee of all or part of

its rights hereunder which has agreed in writing to be bound by the provisions

of this Section 10.08.

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SECTION 10.09. Representation by Lenders.

Each Lender hereby represents that it is a commercial lender or financial

institution which makes loans in the ordinary course of its business and that

it will make its Loans hereunder for its own account in the ordinary course of

such business; provided, however, that, subject to Section 10.07, the

disposition of the Note or Notes held by that Lender shall at all times be

within its exclusive control.

SECTION 10.10. Obligations Several.

The obligations of each Lender hereunder are several, and no Lender shall be

responsible for the obligations or commitments of any other Lender hereunder.

Nothing contained in this Agreement and no action taken by the Lenders pursuant

hereto shall be deemed to constitute the Lenders to be a partnership, an

association, a joint venture or any other kind of entity. The amounts payable

at any time hereunder to each Lender shall be a separate and independent debt,

and each Lender shall be entitled to protect and enforce its rights arising out

of this Agreement or any other Loan Document and it shall not be necessary for

any other Lender to be joined as an additional party in any proceeding for such

purpose.

SECTION 10.11. Survival of Certain Obligations.

Section 2.11(c), Section 9.03(a) and (b), Section 9.05 and Section 10.03, and

the obligations of the Borrower thereunder, shall survive, and shall continue

to be enforceable notwithstanding, the termination of this Agreement and the

Commitments and the payment in full of the principal of and interest on all

Loans and Letter of Credit Obligations. The agreements of the Borrower set

forth in the Fee Letters shall survive the execution and delivery of this

Agreement and the making of each Credit Extension.

SECTION 10.12. Severability.

In case any one or more of the provisions contained in this Agreement, the

Notes or any of the other Loan Documents should be invalid, illegal or

unenforceable in any respect, the validity, legality and enforceability of the

remaining provisions contained herein and therein shall not in any way be

affected or impaired thereby and shall be enforced to the greatest extent

permitted by law.

SECTION 10.13. Marshalling; Payments Set Aside.

Neither the Administrative Agent nor any Lender shall be under any obligation

to marshal any assets in favor of the Borrower or any other Person or against

or in payment of any or all of the Obligations. To the extent that the Borrower

makes any payment or payments to the Administrative Agent, Lenders, or the

Issuing Lender (or to the Administrative Agent for the benefit of Lenders or

the Issuing Lender), or the Administrative Agent, the Lenders or the Issuing

Lender enforce any security interests or exercise their rights of setoff, and

such payment or payments or the proceeds of such enforcement or setoff or any

part thereof are subsequently invalidated, declared to be fraudulent or

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<PAGE>

preferential, set aside and/or required to be repaid to a trustee, receiver or

any other party under any bankruptcy law, any other state or federal law,

common law or any equitable cause, then, to the extent of such recovery, the

Obligations or part thereof originally intended to be satisfied, and all Liens,

rights and remedies therefor or related thereto, shall be revived and continued

in full force and effect as if such payment or payments had not been made or

such enforcement or set-off had not occurred.

SECTION 10.14. Interest and Fees.

In no event shall the amount of interest and Fees due or payable hereunder or

under the Notes exceed the maximum rate of interest allowed by applicable law,

and in the event any such payment is inadvertently made to any Lender by the

Borrower or inadvertently received by any Lender, then such excess sum shall be

credited as a payment of principal, unless the Borrower shall notify such

Lender in writing that it elects to have such excess sum returned forthwith.

It is the express intent hereof that the Borrower not pay and the Lenders not

receive, directly or indirectly in any manner whatsoever, interest in excess of

that which may legally be paid by the Borrower under applicable law.

SECTION 10.15. Interpretation.

No provision of this Agreement or any of the other Loan Documents shall be

construed against or interpreted to the disadvantage of any party hereto by any

court or other governmental or judicial authority by reason of such party

having or being deemed to have structured or dictated such provision.

SECTION 10.16. WAIVER OF JURY TRIAL.

THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY

CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS

AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR

THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY

ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO

CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT

ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A

JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR

RESPECTIVE RIGHTS TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION

10.16 AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE

OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR

ANY OF THE OTHER LOAN DOCUMENTS HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO

ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS

AGREEMENT AND THE OTHER LOAN DOCUMENTS.

SECTION 10.17. JURISDICTION.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN

DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE

UNITED STATES FOR THE DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF

THIS AGREEMENT, THE BORROWER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS

PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. TO THE EXTENT

PERMITTED BY APPLICABLE LAW, THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION,

- 84 -

<PAGE>

INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM

NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY

ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY

OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED HERETO. THE BORROWER WAIVES

PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE

BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

SECTION 10.18. GOVERNING LAW.

THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE

LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN

ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE (EXCLUDING THE LAWS

APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN GENERAL OBLIGATIONS LAW

SECTION 5-1401 AND SECTION 5-1402).

SECTION 10.19. Counterparts.

This Agreement and any amendment hereof may be executed in several counterparts

and by each party on a separate counterpart, each of which when executed and

delivered shall be an original, and all of which together shall constitute one

instrument. In proving this Agreement it shall not be necessary to produce or

account for more than one such counterpart signed by the party against whom

enforcement is sought. Delivery by facsimile by any of the parties hereto of

an executed counterpart hereof or of any amendment or waiver hereto shall be as

effective as an original executed counterpart hereof or of such amendment or

waiver and shall be considered a representation that an original executed

counterpart hereof or such amendment or waiver, as the case may be, will be

delivered.

SECTION 10.20. Entire Agreement, Etc. This Agreement and the other Loan

Documents express the entire understanding of the parties with respect to the

transactions contemplated hereby. Neither this Agreement nor any term hereof

may be changed, waived, discharged or terminated, except as provided in Section

10.05.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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<PAGE>

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement under

seal as of the date first set forth above.

XXXXXXXX CORPORATION

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Controller

----------

FLEET NATIONAL BANK, as a Lender, Administrative Agent and Issuing Lender

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Director

----------

BANK ONE, NA, as a Lender and Co-Syndication Agent

By: /s/ Xxxxxx X. Xxxxxxxxxxx

Name: Xxxxxx X. Xxxxxxxxxxx

Title: Associate Director

----------

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and Co-Syndication Agent

By: /s/ Xxxx X. Xxxxxxxxx

Name: Xxxx X. Xxxxxxxxx

Title: Vice President

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Vice President

----------

SUNTRUST BANK, as a Lender and Documentation Agent

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Managing Director

----------

THE BANK OF NEW YORK, as a Lender

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Vice President

----------

THE NORTHERN TRUST COMPANY, as a Lender

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Vice President

- 86 -

<PAGE>

LIST OF SCHEDULES AND EXHIBITS

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

LIST OF SCHEDULES AND EXHIBITS TO THE FOREGOING CREDIT AGREEMENT, DATED AS OF

APRIL 5, 2002, AMONG XXXXXXXX CORPORATION, AS THE BORROWER, THE LENDERS FROM

TIME TO TIME PARTY THERETO, FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT, BANK

ONE, NA, AS CO-SYNDICATION AGENT, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS

CO-SYNDICATION AGENT, AND SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,

AS DOCUMENTATION AGENT

SCHEDULE DESCRIPTION

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

SCHEDULE I LENDING OFFICES/NOTICE ADDRESSES

SCHEDULE II * COMMITMENTS OF LENDERS

SCHEDULE III DISCLOSURE SCHEDULE

EXHIBIT DESCRIPTION

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

EXHIBIT A * FORM OF NOTE

EXHIBIT B * FORM OF NOTICE OF BORROWING

EXHIBIT C * FORM OF ASSIGNMENT AND ACCEPTANCE

EXHIBIT D FORM OF COMPLIANCE CERTIFICATE

EXHIBIT E FORM OF CLOSING CERTIFICATE OF THE BORROWER

EXHIBIT F FORM OF SECRETARY'S CERTIFICATE OF THE BORROWER

EXHIBIT G FORM OF LEGAL OPINION OF GENERAL COUNSEL FOR THE BORROWER

EXHIBIT H FORM OF LEGAL OPINION OF SPECIAL COUNSEL TO THE BORROWER

Note: Material schedules and exhibits (those marked *) are included in this filing.

SCHEDULE II TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2002, AMONG XXXXXXXX CORPORATION, AS THE BORROWER, THE LENDERS FROM TIME TO TIME PARTY THERETO, FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT, BANK ONE, NA, AS CO-SYNDICATION AGENT, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS CO-SYNDICATION AGENT, AND SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT

COMMITMENTS OF LENDERS

Lender

Commitment
of Lender

Fleet National Bank

Bank One, XX

Xxxxx Fargo Bank, National Association

$42,500,000

$27,500,000

COMMITMENTS OF LENDERS

Lender

SunTrust Bank, Central Florida,
National Association

The Bank of New York

The Northern Trust Company

Commitment

of Lender

$27,500,000

$12,500,000

EXHIBIT A

NOTE

$___________ April____, 2002

For value received, XXXXXXXX CORPORATION, an Iowa corporation (the "Borrower"), promises to pay to the order of

(the "Lender"), for the account of its Lending Office, the principal sum of _______________________________ and No/100 Dollars ($__________), or such lesser amount as shall equal the unpaid principal amount of each Loan made by the Lender to the Borrower pursuant to the Credit Agreement referred to below, on the dates and in the amounts provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of the Administrative Agent, Fleet National Bank, 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, or such other address as may be specified from time to time pursuant to the Credit Agreement.

All Loans made by the Lender, the interest rates from time to time applicable thereto and all repayments of the principal thereof shall be recorded by the Lender and, prior to any transfer hereof, endorsed by the Lender on the Schedule attached hereto, or on a continuation of such Schedule attached to and made a part hereof; provided, however, that the failure of the Lender to make, or any error of the Lender in making, any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of April 5, 2002, among the Borrower, the Lenders from time to time party thereto, Fleet National Bank, as Administrative Agent, Bank One, NA, as Co-Syndication Agent, Xxxxx Fargo Bank, National Association, as Co-Syndication Agent, and SunTrust Bank, Central Florida, National Association, as Documentation Agent (as the same may be amended or modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions governing the prepayment and repayment of this Note and the acceleration of the maturity hereof.

The Borrower hereby waives presentment, demand, protest, notice of demand, protest and nonpayment and any other notice required by law relative hereto, except to the extent otherwise expressly provided by the terms of the Credit Agreement.

The Borrower agrees, in the event that this Note or any portion hereof is collected by law or through an attorney at law, to pay all reasonable costs of collection, including, without limitation, all reasonable attorneys' fees.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York (excluding the laws applicable to conflicts or choice of law other than General Obligations Law section 5-1401 and section 5-1402).

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed under seal by its duly authorized officer on and as of the day and year first above written.

XXXXXXXX CORPORATION

[SEAL]

By:

Name:

Attest: _______________________ Title:

SCHEDULE TO NOTE

LOANS AND PAYMENTS OF PRINCIPAL

Date	Type of Loan^/	Interest Rate	Amount of Loan	Amount of Principal Repaid	Notation Made By

EXHIBIT B

NOTICE OF BORROWING

_____________, 200_

Fleet National Bank, as Administrative Agent

000 Xxxxxxx Xxxxxx

Xxxxxx, XX 00000

Re: Credit Agreement (as amended from time to time, the "Credit Agreement"), dated as of April 5, 2002, by and among Xxxxxxxx Corporation, the Lenders from time to time party thereto, Fleet National Bank, as Administrative Agent, Bank One, NA, as Co-Syndication Agent, Xxxxx Fargo Bank, National Association, as Co-Syndication Agent, and SunTrust Bank, Central Florida, National Association, as Documentation Agent

Gentlemen:

Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement.

The Borrower hereby requests that a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_____________ be made to the Borrower on _________, 200__, and that interest accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months]].

The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this ____ day of ________, 200__.

XXXXXXXX CORPORATION

By:

Name:

Title:

EXHIBIT C

ASSIGNMENT AND ACCEPTANCE

Dated ________________ __, 200__

Reference is made to the Credit Agreement, dated as of April 5, 2002 (together with all amendments and modifications thereto, the "Credit Agreement"), among Xxxxxxxx Corporation, an Iowa corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement), from time to time party thereto, Fleet National Bank, as Administrative Agent (the "Administrative Agent"), Bank One, NA, as Co-Syndication Agent, Xxxxx Fargo Bank, National Association, as Co-Syndication Agent, and SunTrust Bank, Central Florida, National Association, as Documentation Agent. Terms defined in the Credit Agreement are used herein with the same meaning.

_____________________________________________ (the "Assignor") and ________________________________________ (the "Assignee") hereby agree as follows:

1. The Assignor hereby sells and assigns to the Assignee, without recourse to the Assignor, and the Assignee hereby purchases and assumes from the Assignor, a ____% interest in and to all of the Assignor's rights and obligations under the Credit Agreement as of the Effective Date (as defined below) (including, without limitation, a ____% interest (which on the Effective Date hereof is $______________) in the Assignor's Commitment, and a ____% interest (which on the Effective Date hereof is $____________) in the Loans owing to the Assignor, and a _____% interest (which on the Effective Date hereof is $__________________) in the Note held by the Assignor.

2. The Assignor: (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder, that such interest is free and clear of any adverse claim, and that as of the date hereof its Commitment (without giving effect to assignments thereof which have not yet become effective) is $_________________, the aggregate outstanding principal amount of Loans owing to it (without giving effect to assignments thereof which have not yet become effective) is $_______________ and the aggregate amount of its Letter of Credit participations (without giving effect to assignments thereof which have not yet become effective) is $_______________; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (c) attaches the Note referred to in paragraph 1 above and requests that the Administrative Agent exchange such Note as follows: [a new Note, dated ________________, ____, in the principal amount of $_______________, payable to the order of the Assignee] [new Notes as follows: a Note dated ________________, ____, in the principal amount of $_______________, payable to the order of the Assignor, and a Note, dated ________________, ____, in the principal amount of $_______________, payable to the order of the Assignee].

3. The Assignee: (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.04(a) thereof (or any more recent financial statements of the Borrower delivered pursuant to Section 6.01(a) or (b) thereof) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (b) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) confirms that it is a bank or financial institution; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (f) specifies as its Lending Office (and address for notices) the office set forth beneath its name on the signature pages hereof; (g) represents and warrants that the execution, delivery and performance of this Assignment and Acceptance are within its corporate powers and have been duly authorized by all necessary corporate action; [(h) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement and the Notes or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty] ^/; and (i) acknowledges that it has made arrangements with the Assignor satisfactory to the Assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.

4. The Effective Date for this Assignment and Acceptance shall be __________, 200__ (the "Effective Date"). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for execution and acceptance by the Administrative Agent [and to the Borrower for execution by the Borrower]^/. Schedules I and II thereupon shall be replaced as of the Effective Date by Schedules I and II annexed hereto.

5. Upon such execution and acceptance by the Administrative Agent [and execution by the Borrower]; and (i) acknowledges that it has made arrangements with the Assignor satisfactory to the Assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.

5. Upon such execution and acceptance by the Administrative Agent [and execution by the Borrower]2//, from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent rights and obligations have been transferred to the Assignee by this Assignment and Acceptance, the Assignee shall have the rights and obligations of a Lender thereunder, and (b) the Assignor shall, to the extent its rights and obligations have been transferred to the Assignee by this Assignment and Acceptance, relinquish its rights (other than under Section 9.03 and Section 10.03 of the Credit Agreement), and be released from its obligations under the Credit Agreement.

6. Upon such execution and acceptance by the Administrative Agent [and execution by the Borrower]2//, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to such acceptance by the Administrative Agent directly between themselves.

7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York (excluding the laws applicable to conflicts or choice of law other than General Obligations Law section 5-1401 and section 5-1402).

[NAME OF ASSIGNOR]

By:

Name:

Title:

[NAME OF ASSIGNEE]

By:

Name:

Title:

Lending Office:

[Address]

FLEET NATIONAL BANK, as Administrative Agent

By:

Name:

Title:

XXXXXXXX CORPORATION^/

By:

Name:

Title:

FIRST AMENDMENT TO

XXXXXXXX CORPORATION CREDIT AGREEMENT

FIRST AMENDMENT TO

XXXXXXXX CORPORATION CREDIT AGREEMENT

FIRST AMENDMENT AGREEMENT, dated as of May 7, 2004 ("this Amendment"), pursuant to the Credit Agreement, dated as of April 5, 2002 ("Credit Agreement"), by and among Xxxxxxxx Corporation ("Borrower"), the several financial institutions from time to time party to the Credit Agreement as Lenders thereunder (collectively, "Lenders"), Fleet National Bank, as the administrative agent for the Lenders ("Administrative Agent"), Bank One, NA and Xxxxx Fargo Bank, National Association, each as a co-syndication agent for the Lenders (collectively, "Co-Syndication Agents"), and Suntrust Bank, Central Florida, National Association, as documentation agent for the Lenders ("Documentation Agent"). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

SECTION 1. Background. The Borrower intends to form a Wholly Owned Subsidiary which will operate under Article 70 of the Insurance Law of the State of New York as a "pure captive insurance company" for the purpose of providing insurance covering the risks of the Borrower and its Subsidiaries. The Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement to permit the formation, capitalization and operation of such captive insurance Subsidiary.

SECTION 2. Amendments to Credit Agreement. Subject to execution and delivery of this Amendment by the Borrower and Required Lenders, the Credit Agreement is hereby amended as set forth below.

(a) Section 1.01 (Definitions) of the Credit Agreement is amended by adding the following new defined terms thereto in alphabetical order:

"Captive Insurance Subsidiary" means a Wholly Owned Subsidiary of the Borrower formed and operated as a "pure captive insurance company" under Article 70 of the Insurance Law of the State of New York to insure certain risks of the Borrower and its Subsidiaries.

"Permitted Intercompany Debt" means any Debt of the Borrower owing to the Captive Insurance Subsidiary; provided, however, that: (a) none of the Subsidiaries of the Borrower shall at any time Guaranty such Debt; (b) no part of such Debt shall at any time be secured by any security interests in or Liens on any Property (including any Equity Interests) of the Borrower or any of its Subsidiaries; (c) the principal of such Debt shall be required to be paid only upon demand made by the Captive Insurance Subsidiary; (d) the terms and conditions of such Debt shall not include any negative or restrictive covenants; and (e) all of the other terms and conditions of such Debt shall be reasonably satisfactory to the Administrative Agent, as evidenced by its prior written approval thereof.

"Permitted Intercompany Note" means any promissory note made by the Borrower in favor of the Captive Insurance Subsidiary evidencing Permitted Intercompany Debt.

(b) Section 6.05 (Loans or Advances) of the Credit Agreement is amended by (i) adding the words "and the Captive Insurance Subsidiary" after the words ", except Finsub" in clause (c) of the first paragraph of Section 6.05, and (ii) adding the following new paragraph after the first paragraph of Section 6.05:

Anything in the first paragraph of this Section 6.05 express or implied to the contrary notwithstanding, the Borrower and its Wholly Owned Subsidiaries shall be permitted to execute and deliver to the Captive Insurance Subsidiary, and the Captive Insurance Subsidiary shall be permitted to accept from the Borrower and its Wholly Owned Subsidiaries, Permitted Intercompany Notes as and to the extent permitted by the second paragraph of Section 6.06.

(c) Section 6.06 (Investments) of the Credit Agreement is amended by (i) deleting the words "under Section 6.05(d)" in the proviso of clause (g) of the first paragraph of Section 6.06 and replacing them with the words "under Section 6.05(e)", and (ii) adding the following two new paragraphs after the first paragraph of Section 6.06:

Anything in the first paragraph of this Section 6.06 express or implied to the contrary notwithstanding:

(y) the Borrower shall be permitted to:

(i) make capital contributions to the Captive Insurance Subsidiary in an aggregate amount not exceeding $100,250,000 for all capital contributions made during the twelve-month period commencing on the date of formation of the Captive Insurance Subsidiary, which capital contributions shall consist of cash in an aggregate amount not exceeding $250,000, and Permitted Intercompany Notes in an aggregate principal amount not exceeding $100,000,000;

(ii) make capital contributions to the Captive Insurance Subsidiary in an aggregate amount not exceeding $100,000,000 for all capital contributions made during the twelve-month period commencing on the first anniversary of the date of formation of the Captive Insurance Subsidiary, which capital contributions shall consist of Permitted Intercompany Notes;

(iii) pay insurance premiums to the Captive Insurance Subsidiary in an aggregate amount of up to $50,000,000 for each Fiscal Year, which payments shall consist of such amounts of cash and such amounts of Permitted Intercompany Notes as the Borrower and the Captive Insurance Subsidiary shall from time to time agree;

(iv) accept from the Captive Insurance Subsidiary loans and advances of the kind described in subclause (ii) of clause (z) below; and

(v) pay principal of and interest on the outstanding principal amount of Permitted Intercompany Notes in accordance with the terms thereof; and

(z) the Captive Insurance Subsidiary shall be permitted to (i) accept the capital contributions and payments of the kinds described in clause (y) above, and (ii) make loans and advances to the Borrower. Such loans and advances made by the Captive Insurance Subsidiary to the Borrower shall be evidenced by Permitted Intercompany Notes.

All capital contributions and payments of the kind described in clauses (y) and (z) above may be made either directly by the Borrower, or indirectly through one or more Wholly Owned Subsidiaries, to the Captive Insurance Subsidiary. All capital contributions and other payments by the Borrower or any of its Wholly Owned Subsidiaries to other Wholly Owned Subsidiaries (other than the Captive Insurance Subsidiary) shall be deemed to be permitted for purposes of this paragraph if and to the extent that such capital contributions and other payments are used promptly to make capital contributions and payments that would at the time be permitted if made directly by the Borrower to the Captive Insurance Subsidiary. For purposes of the limitations contained in clauses (y) and (z) of this Section 6.06, the aggregate amount of all capital contributions and payments made (directly or indirectly through one or more Wholly Owned Subsidiaries) from time to time by the Borrower to the Captive Insurance Subsidiary shall be calculated on a consolidated basis (excluding the Captive Insurance Subsidiary from such consolidation) in accordance with GAAP.

For purposes of calculating the amount of Investments referred to in the proviso of clause (g) of the first paragraph of this Section 6.06, and the amount of loans and advances referred to in the first proviso of clause (e) of the first paragraph of Section 6.05, none of the capital contributions or payments of the kind described in clauses (y) and (z) of the second paragraph of this Section 6.06 shall be included.

(d) Section 6.08 (Maintenance of Existence) of the Credit Agreement is amended by deleting the period at the end thereof and inserting the following:

, and except that the Captive Insurance Subsidiary may engage in the business of providing insurance coverage to the Borrower and its Subsidiaries.

SECTION 3. No Other Changes. Except as and to the limited extent otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement and each of the other Loan Documents, and all of the rights and remedies of the Lenders and the Agents thereunder, shall remain unaltered, and are hereby ratified and confirmed in all respects by the Borrower.

SECTION 4. Other Provisions. This Amendment and the rights and obligations hereunder of each of the parties hereto shall in all respects be construed in accordance with and governed by the laws of the State of New York. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. Delivery of photocopies of the signature pages to this Amendment by facsimile shall be as effective as delivery of manually executed counterparts of this Amendment.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

***Signature Pages to First Amendment Agreement Follow***

IN WITNESS WHEREOF, the undersigned have duly executed this FIRST AMENDMENT AGREEMENT under seal as of the date first set forth above.

		XXXXXXXX CORPORATION

		By:	/s/ Suku V. Radia
			Name: Suku V. Radia
			Title: Vice President, Chief Financial Officer

**Signature Page to First Amendment Agreement**

*** Signature Pages to First Amendment Agreement Follow***

		FLEET NATIONAL BANK, as a Lender and as Administrative Agent

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


		BANKONE, NA, as a Lender and as a Co-Syndication Agent

		By:	/s/ Xxxxx X. Xxxxxxxxx
			Name: Xxxxx X. Xxxxxxxxx
			Title: Associate Director


		XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as a Co-Syndication Agent

		By:	/s/ Xxxxxxxx X. Xxxxxx
			Name: Xxxxxxxx X. Xxxxxx
			Title: Vice President

		By:	/s/ Xxxx X. Xxxxx
			Name: Xxxx X. Xxxxx
			Title: Senior Vice President


		SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as a Lender and as Documentation Agent

		By:	/s/ Xxxxxx X. Xxxxxx
			Name: Xxxxxx X. Xxxxxx
			Title: Managing Director

**Signature Page to First Amendment Agreement**

***Signature Page to First Amendment Agreement Follows***

		THE BANK OF NEW YORK, as a Lender

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


		THE NORTHERN TRUST COMPANY, as a Lender

		By:	/s/ Xxxx X. Xxxxxx
			Name: Xxxx X. Xxxxxx
			Title: Vice President

**Signature Page to First Amendment Agreement**

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CREDIT AGREEMENT dated as of April 5, 2002 among MEREDITH CORPORATION, as Borrower The Lenders Listed Herein, FLEET NATIONAL BANK, as Administrative Agent and Issuing Lender BANK ONE, NA WELLS FARGO BANK, NATIONAL ASSOCIATION, each as Co-Syndication...

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