BIG FLOWER PRESS HOLDINGS INC
8-K, 1997-06-16
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported): June 12, 1997


                        BIG FLOWER PRESS HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)

        New York                         1-14084                13-376-8322
(State or Other Jurisdiction         (Commission              (IRS Employer
    of Incorporation)                File Number)           Identification No.)

3 East 54th Street, New York, New York                                  10022
(Address of Principal Executive Offices)                             (Zip Code)

       Registrant's telephone number, including area code: (212) 521-1600


<PAGE>


ITEM 5.    OTHER EVENTS.

         On June 12, 1997, Big Flower Press Holdings, Inc., a Delaware
corporation (the "Company") entered into a Credit Agreement, dated as of June
12, 1997, the ("Credit Agreement") among the Company, the Banks from time to
time party thereto, Bank of America NT & SA and The Industrial Bank of Japan,
Limited, as Co-Agents, Credit Suisse First Boston, as Documentation Agent, and
Bankers Trust Company, as Administrative Agent. The Credit Agreement provides
for up to $475,000,000 of revolving credit loans. A copy of the Credit Agreement
is filed herewith as Exhibit 10.1.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         The following exhibits are filed herewith:

Exhibit
Number    Description
- ------    -----------

 10.1     Credit Agreement, dated as of June 12, 1997, among the Company, the
          Banks from time to time party thereto, Bank of America NT & SA and
          The Industrial Bank of Japan, Limited, as Co-Agents, Credit Suisse
          First Boston, as Documentation Agent, and Bankers Trust Company, as
          Administrative Agent.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            BIG FLOWER PRESS HOLDINGS, INC.


Date: June 13, 1997                         By: /s/ Irene B. Fisher
                                                -------------------
                                                Irene B. Fisher
                                                Vice President and
                                                Associate General Counsel


<PAGE>


                                 EXHIBIT INDEX


Exhibit No.       Description                                 Method of Filing
- -----------       -----------                                 ----------------

 10.1             Credit Agreement, dated as of June 12,       Filed herewith.
                  1997, among the Company, the Banks from
                  time to time party thereto, Bank of
                  America NT & SA and The Industrial Bank
                  of Japan, Limited, as Co-Agents, Credit
                  Suisse First Boston, as Documentation
                  Agent, and Bankers Trust Company, as
                  Administrative Agent.



================================================================================

                                CREDIT AGREEMENT


                                      among


                        BIG FLOWER PRESS HOLDINGS, INC.,

                                 VARIOUS BANKS,


                           BANK OF AMERICA NT & SA AND
                               THE INDUSTRIAL BANK
                               OF JAPAN, LIMITED,
                                  as CO-AGENTS,


                           CREDIT SUISSE FIRST BOSTON,
                             as DOCUMENTATION AGENT,

                                       and

                             BANKERS TRUST COMPANY,
                             as ADMINISTRATIVE AGENT

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

                            Dated as of June 12, 1997

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

                                  $475,000,000




================================================================================


<PAGE>




                                TABLE OF CONTENTS
                                -----------------

                                                                        Page


SECTION 1.  Amount and Terms of Credit...................................    1

         1.01  The Commitments...........................................    1
         1.02  Minimum Amount of Each Borrowing..........................    3
         1.03  Notice of Borrowing.......................................    3
         1.04  Disbursement of Funds.....................................    4
         1.05  Notes.....................................................    5
         1.06  Conversions...............................................    6
         1.07  Pro Rata Borrowings.......................................    6
         1.08  Interest..................................................    7
         1.09  Interest Periods..........................................    8
         1.10  Increased Costs, Illegality, etc..........................    8
         1.11  Compensation..............................................   11
         1.12  Change of Lending Office..................................   11
         1.13  Replacement of Banks......................................   12

SECTION 2.  Letters of Credit............................................   13

         2.01  Letters of Credit.........................................   13
         2.02  Minimum Stated Amount.....................................   15
         2.03  Letter of Credit Requests.................................   15
         2.04  Letter of Credit Participations...........................   15
         2.05  Agreement to Repay Letter of Credit Drawings..............   18
         2.06  Increased Costs...........................................   19

SECTION 3.  Commitment Commission; Fees; Reductions of Commitment........   20

         3.01  Fees......................................................   20
         3.02  Voluntary Termination of Unutilized Commitments...........   21
         3.03  Mandatory Reduction of Commitments........................   22

SECTION 4.  Prepayments; Payments; Taxes.................................   22

         4.01  Voluntary Prepayments.....................................   22
         4.02  Mandatory Repayments and Cash Collateralizations..........   24
         4.03  Method and Place of Payment...............................   25
         4.04  Net Payments; Taxes.......................................   25



                                       (i)


<PAGE>


                                                                         Page
                                                                         ----


SECTION 5.  Conditions Precedent to Initial Credit Events................  27

         5.01  Execution of Agreement; Notes.............................  27
         5.02  Officer's Certificate.....................................  27
         5.03  Fees, etc.................................................  27
         5.04  Opinions of Counsel.......................................  28
         5.05  Corporate Documents; Proceedings; etc.....................  28
         5.06  Solvency Certificate......................................  28
         5.07  Refinancing...............................................  28
         5.08  Subsidiaries Guaranty.....................................  29
         5.09  Pledge and Security Agreement.............................  29
         5.10  Adverse Change; Governmental Approvals; etc...............  30
         5.11  Litigation................................................  30
         5.12  Existing Indebtedness.....................................  30
         5.13  Pro Forma Balance Sheet; Financial Statements;
                Projections..............................................  31

SECTION 6.  Conditions Precedent to All Credit Events....................  31

         6.01  No Default; Representations and Warranties................  32
         6.02  Adverse Change, etc.......................................  32
         6.03  Litigation................................................  32
         6.04  Notice of Borrowing; Letter of Credit Request.............  32
         6.05  Regulations U and G.......................................  33

SECTION 7.  Representations and Warranties...............................  33

         7.01  Corporate Status..........................................  33
         7.02  Corporate Power and Authority.............................  33
         7.03  No Violation..............................................  34
         7.04  Governmental Approvals....................................  34
         7.05  Financial Statements; Financial Condition; Undisclosed
                 Liabilities; Projections; etc...........................  34
         7.06  Litigation................................................  35
         7.07  True and Complete Disclosure..............................  35
         7.08  Use of Proceeds; Margin Regulations.......................  36
         7.09  Tax Returns and Payments..................................  36
         7.10  Compliance with ERISA.....................................  37
         7.11  Pledge and Security Agreement.............................  38
         7.12  Representations and Warranties in Documents...............  38
         7.13  Properties................................................  38
         7.14  Capitalization............................................  39



                                      (ii)


<PAGE>


                                                                         Page
                                                                         ----

         7.15  Subsidiaries..............................................  39
         7.16  Compliance with Statutes, etc.............................  39
         7.17  Investment Company Act....................................  40
         7.18  Public Utility Holding Company Act........................  40
         7.19  Environmental Matters.....................................  40
         7.20  Labor Relations...........................................  41
         7.21  Patents, Licenses, Franchises and Formulas................  41
         7.22  Indebtedness..............................................  41
         7.23  Transaction...............................................  41
         7.24  Insurance.................................................  42
         7.25  Treatment of Certain Extensions of Credit Under
                 Indentures..............................................  42
         7.26  Special Purpose Corporation...............................  42

SECTION 8.  Affirmative Covenants........................................  43

         8.01  Information Covenants.....................................  43
         8.02  Books, Records and Inspections............................  47
         8.03  Maintenance of Property; Insurance........................  47
         8.04  Corporate Franchises......................................  48
         8.05  Compliance with Statutes, etc.............................  48
         8.06  Compliance with Environmental Laws........................  48
         8.07  ERISA.....................................................  49
         8.08  End of Fiscal Years; Fiscal Quarters......................  50
         8.09  Performance of Obligations................................  50
         8.10  Payment of Taxes..........................................  50
         8.11  Additional Security; Further Assurances...................  50
         8.12  Ownership of Subsidiaries.................................  51
         8.13  Permitted Acquisitions....................................  52
         8.14  Maintenance of Corporate Separateness.....................  54
         8.15  Foreign Subsidiaries Security.............................  54
         8.16  Certain Provisions with Respect to Receivables Facility...  55
         8.17  Margin Stock..............................................  55

SECTION 9.  Negative Covenants...........................................  55

         9.01  Liens.....................................................  56
         9.02  Consolidation, Merger, Purchase or Sale of Assets, etc....  59
         9.03  Dividends.................................................  61
         9.04  Indebtedness..............................................  62
         9.05  Investments; etc..........................................  65
         9.06  Transactions with Affiliates and Unrestricted
                 Subsidiaries............................................  68



                                      (iii)



<PAGE>


                                                                         Page
                                                                         ----

         9.07  Capital Expenditures.......................................  69
         9.08  Consolidated Net Interest Coverage Ratio...................  69
         9.09  Leverage Ratio.............................................  69
         9.10  Limitation on Modifications of and Payments on
                 Indebtedness and Preferred Stock; Modifications
                 of Certificate of Incorporation, By-Laws and Certain
                 Other Agreements.........................................  69
         9.11  Limitation on Creation or Acquisition of Subsidiaries
                   and Unrestricted Subsidiaries..........................  70
         9.12  Limitation on Issuance of Capital Stock....................  72
         9.13  Business...................................................  73
         9.14  Limitation on Certain Restrictions on Subsidiaries.........  73
         9.15  Limitation on Receivables Subsidiary and Receivables
                 Facility.................................................  74

SECTION 10.  Events of Default............................................  74

         10.01  Payments..................................................  74
         10.02  Representations, etc......................................  74
         10.03  Covenants.................................................  74
         10.04  Default Under Other Agreements............................  75
         10.05  Bankruptcy, etc...........................................  75
         10.06  ERISA.....................................................  76
         10.07  Security Documents........................................  76
         10.08  Subsidiaries Guaranty.....................................  76
         10.09  Judgments.................................................  77
         10.10  Change of Control.........................................  77
         10.11  Receivables Facility......................................  77

SECTION 11.  Definitions and Accounting Terms.............................  78

         11.01  Defined Terms.............................................  78

SECTION 12.  The Agents................................................... 113
         12.01  Appointment............................................... 113
         12.02  Nature of Duties.......................................... 113
         12.03  Lack of Reliance on the Agent, the Documentation Agent
                  and the Co-Agents....................................... 114
         12.04  Certain Rights of the Agent, the Documentation Agent
                 and the Co-Agents........................................ 114
         12.05  Reliance.................................................. 114
         12.06  Indemnification........................................... 115
         12.07  The Agent, Documentation Agent and the Co-Agents in their


                                      (iv)


<PAGE>


                  Individual Capacities................................... 115
         12.08  Holders................................................... 115
         12.09  Resignation by the Agent, Documentation Agent and the Co-
                  Agents.................................................. 115

SECTION 13.  Miscellaneous................................................ 116

         13.01  Payment of Expenses, etc.................................. 116
         13.02  Right of Setoff........................................... 117
         13.03  Notices................................................... 118
         13.04  Benefit of Agreement...................................... 118
         13.05  No Waiver; Remedies Cumulative............................ 120
         13.06  Payments Pro Rata......................................... 120
         13.07  Calculations; Computations................................ 121
         13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION;
                  VENUE; WAIVER OF JURY TRIAL............................. 121
         13.09  Counterparts.............................................. 122
         13.10  Effectiveness............................................. 122
         13.11  Headings Descriptive...................................... 122
         13.12  Amendment or Waiver; etc.................................. 122
         13.13  Survival.................................................. 124
         13.14  Domicile of Loans......................................... 124
         13.15  Confidentiality........................................... 124
         13.16  Register.................................................. 125
         13.17  Limitation on Additional Amounts, etc..................... 125


SCHEDULE I       Commitments
SCHEDULE II      Bank Addresses
SCHEDULE III     Existing Letters of Credit
SCHEDULE IV      Projections
SCHEDULE V       Subsidiaries
SCHEDULE VI      Scheduled Existing Indebtedness
SCHEDULE VII     Insurance
SCHEDULE VIII    Existing Liens
SCHEDULE IX      Existing Investments
SCHEDULE X       Certain Restrictions on Subsidiaries
SCHEDULE XI      Litigation
SCHEDULE XII     Existing Transactions
SCHEDULE XIII    ERISA


                                       (v)


<PAGE>


EXHIBIT A        Form of Notice of Borrowing
EXHIBIT B-1      Form of Revolving Note
EXHIBIT B-2      Form of Swingline Note
EXHIBIT C        Form of Letter of Credit Request
EXHIBIT D        Form of Section 4.04(b)(ii) Certificate
EXHIBIT E-1      Form of Opinion of Sullivan & Cromwell Special Counsel to
                 Credit Parties
EXHIBIT E-2      Form of Opinion of Associate General Counsel of the Borrower
EXHIBIT F        Form of Officers' Certificate
EXHIBIT G        Form of Solvency Certificate
EXHIBIT H        Form of Subsidiaries Guaranty
EXHIBIT I        Form of Pledge and Security Agreement
EXHIBIT J        Form of Assignment and Assumption Agreement



                                      (vi)


<PAGE>


         CREDIT AGREEMENT, dated as of June 12, 1997, among BIG FLOWER PRESS
HOLDINGS, INC., a Delaware corporation (the "Borrower"), the Banks from time to
time party hereto, BANK OF AMERICA NT & SA and THE INDUSTRIAL BANK OF JAPAN,
LIMITED, as Co-Agents (collectively, the "Co-Agents," and each, a "Co-Agent"),
CREDIT SUISSE FIRST BOSTON, as Documentation Agent, and BANKERS TRUST COMPANY,
as Administrative Agent (all capitalized terms used herein and defined in
Section 11 are used herein as therein defined).


                              W I T N E S S E T H :
                              -------------------


         WHEREAS, subject to and upon the terms and conditions herein set forth,
the Banks are willing to make available to the Borrower the credit facilities
provided for herein;


         NOW, THEREFORE, IT IS AGREED:

         SECTION 1. Amount and Terms of Credit.

         1.01 The Commitments. (a) Subject to and upon the terms and conditions
set forth herein, each Bank severally agrees, at any time and from time to time
on and after the Initial Borrowing Date and prior to the Final Maturity Date, to
make a revolving loan or revolving loans (each, a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i)
shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans,
provided that, (x) except as otherwise specifically provided in Section 1.10(b),
all Revolving Loans comprising the same Borrowing shall at all times be of the
same Type and (y) unless the Administrative Agent has reasonably determined that
the Syndication Date has occurred (at which time this clause (y) shall no longer
be applicable), no more than three Borrowings of Revolving Loans to be
maintained as Eurodollar Loans may be incurred prior to the 90th day following
the Initial Borrowing Date (or, if later, the last day of the third Interest
Period referenced below), each of which Borrowings of Eurodollar Loans may only
have an Interest Period of one month (the first of which Borrowings may only be
made on, or within five Business Days after, the Initial Borrowing Date, the
second of which Borrowings may only be made on the last day of the Interest
Period of the first such Borrowing and the third of which Borrowings may only be
made on the last day of the Interest Period of the second such Borrowing), (ii)
may be repaid and reborrowed in accordance with the provisions hereof, (iii)
shall not exceed for any Bank at any time outstanding that aggregate principal
amount which, when added to the product of (x) such Bank's Adjusted Percentage
at such time and (y) the sum of (I) the aggregate amount of all Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid


<PAGE>


with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time and (II) the aggregate principal
amount of all Swingline Loans (exclusive of Swingline Loans which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) then outstanding, equals the Commitment of such
Bank at such time, and (iv) shall not exceed for all Banks at any time
outstanding that aggregate principal amount which, when added to (x) the
aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) at such time and
(y) the aggregate principal amount of all Swingline Loans (exclusive of
Swingline Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Total Commitment at such time.

         (b) Subject to and upon the terms and conditions herein set forth, BTCo
in its individual capacity agrees to make at any time and from time to time on
and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a
revolving loan or revolving loans (each, a "Swingline Loan" and, collectively,
the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made
and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in
accordance with the provisions hereof, (iii) shall not exceed in aggregate
principal amount at any time outstanding, when combined with the aggregate
principal amount of all Revolving Loans made by Non-Defaulting Banks then out-
standing and the Letter of Credit Outstandings at such time, an amount equal to
the Adjusted Total Commitment at such time (after giving effect to any
reductions to the Adjusted Total Commitment on such date) and (iv) shall not
exceed at any time outstanding the Maximum Swingline Amount.

         (c) On any Business Day, BTCo may, in its sole discretion, give notice
to the Banks that its outstanding Swingline Loans shall be funded with a
Borrowing of Revolving Loans (provided that such notice shall be deemed to have
been automatically given upon the occurrence of a Default or an Event of Default
under Section 10.05 or upon the exercise of any of the remedies provided in the
last paragraph of Section 10), in which case a Borrowing of Revolving Loans
constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing")
shall be made on the immediately succeeding Business Day by all Banks with a
Commitment (without giving effect to any reductions thereto pursuant to the last
paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage and
the proceeds thereof shall be applied directly to BTCo to repay BTCo for such
outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make
Revolving Loans upon one Business Day's notice pursuant to each Mandatory
Borrowing in the amount and in the manner specified in the preceding sentence
and on the date specified in writing by BTCo notwithstanding (i) that the amount
of the Mandatory Borrowing may not comply with the minimum amount for Borrowings
otherwise required hereunder, (ii) whether any conditions specified in Section 6
are then satisfied, (iii) whether a Default or an Event of Default then exists,
(iv) the date of such Mandatory Borrowing and (v) the amount of the


                                       -2-


<PAGE>


Total Commitment or the Adjusted Total Commitment at such time. In the event
that any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code with respect to the Borrower), then
each such Bank hereby agrees that it shall forthwith purchase (as of the date
the Mandatory Borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrower on or after such date and prior to such
purchase) from BTCo such participations in the outstanding Swingline Loans as
shall be necessary to cause such Banks to share in such Swingline Loans ratably
based upon their respective Adjusted Percentages, provided that (x) all interest
payable on the Swingline Loans shall be for the account of BTCo until the date
as of which the respective participation is required to be purchased and, to the
extent attributable to the purchased participation, shall be payable to the
participant from and after such date and (y) at the time any purchase of
participations pursuant to this sentence is actually made, the purchasing Bank
shall be required to pay BTCo interest on the principal amount of participation
purchased for each day from and including the day upon which the Mandatory
Borrowing would otherwise have occurred to but excluding the date of payment for
such participation, at the overnight Federal Funds Rate for the first three days
and at the rate otherwise applicable to Revolving Loans maintained as Base Rate
Loans hereunder for each day thereafter.

         1.02 Minimum Amount of Each Borrowing. The aggregate principal amount
of each Borrowing shall not be less than $1,000,000; provided that Mandatory
Borrowings shall be made in the amounts required by Section 1.01(c). The
aggregate principal amount of each Borrowing of Swingline Loans shall not be
less than $500,000. More than one Borrowing may occur on the same date, but at
no time shall there be outstanding more than twelve Borrowings of Eurodollar
Loans.

         1.03 Notice of Borrowing. (a) Whenever the Borrower desires to make a
Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory
Borrowings), an Authorized Representative of the Borrower shall give the
Administrative Agent at its Notice Office at least one Business Day's prior
written (or telephonic notice promptly confirmed in writing) notice of each Base
Rate Loan and at least three Business Days' prior written (or telephonic notice
promptly confirmed in writing) notice of each Eurodollar Loan to be made
hereunder, provided that any such notice shall be deemed to have been given on a
certain day only if given before 2:00 P.M. (New York time) on such day. Each
such written notice or written confirmation of telephonic notice (each, a
"Notice of Borrowing"), except as otherwise expressly provided in Section 1.10,
shall be irrevocable and shall be given by the Borrower in the form of Exhibit
A, appropriately completed to specify the aggregate principal amount of the
Revolving Loans to be made pursuant to such Borrowing, the date of such
Borrowing (which shall be a Business Day), and whether the Revolving Loans being
made pursuant to such Borrowing are to be initially maintained as Base Rate
Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period
to be applicable thereto. The Administrative Agent shall promptly give each Bank
notice of such pro-


                                       -3-


<PAGE>


posed Borrowing, of such Bank's proportionate share thereof and of the other
matters required by the immediately preceding sentence to be specified in the
Notice of Borrowing.

         (b) (i) Whenever the Borrower desires to make a Borrowing of Swingline
Loans hereunder, an Authorized Representative of the Borrower shall give BTCo
not later than 3:00 P.M. (New York time) on the date that a Swingline Loan is to
be made, written notice or telephonic notice promptly confirmed in writing of
each Swingline Loan to be made hereunder. Each such notice shall be irrevocable
and specify in each case (A) the date of Borrowing (which shall be a Business
Day) and (B) the aggregate principal amount of the Swingline Loans to be made
pursuant to such Borrowing.

         (ii) Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(c), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 1.01(c).

         (c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice of any Borrowing, the Administrative
Agent or BTCo, as the case may be, may act without liability upon the basis of
telephonic notice of such Borrowing, believed by the Administrative Agent or
BTCo, as the case may be, in good faith to be from an Authorized Representative
of the Borrower prior to receipt of written confirmation.

         1.04 Disbursement of Funds. Not later than 11:00 A.M. (New York time)
on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, not later than 3:00 P.M. (New York time) (or, if later, one
hour after the receipt of the related Notice of Borrowing) on the date specified
pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not
later than 11:00 A.M. (New York time) on the date specified in Section 1.01(c)),
each Bank will make available its pro rata portion (determined in accordance
with Section 1.07) of each such Borrowing requested to be made on such date (or
in the case of Swingline Loans, BTCo shall make available the full amount
thereof). All such amounts shall be made available in Dollars and in immediately
available funds at the Payment Office of the Administrative Agent, and the
Administrative Agent will make available to the Borrower at the Payment Office
the aggregate of the amounts so made available by the Banks (prior to 12:00 Noon
(New York time)) on such day, to the extent of funds actually received by the
Administrative Agent prior to 12:00 Noon (New York time) on such day. Unless the
Administrative Agent shall have been notified by any Bank prior to the date of
Borrowing that such Bank does not intend to make available to the Administrative
Agent such Bank's portion of any Borrowing to be made on such date, the
Administrative Agent may assume that such Bank has made such amount available to
the Administrative Agent on such date of Borrowing and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Bank, the Administrative Agent shall be
entitled to recover such corresponding amount


                                       -4-


<PAGE>


on demand from such Bank. If such Bank does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent shall promptly notify the Borrower to immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be
entitled to recover on demand from such Bank or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Administrative Agent to the
Borrower until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such
Bank, the overnight Federal Funds Rate and (ii) if recovered from the Borrower,
the rate of interest applicable to the respective Borrowing, as determined
pursuant to Section 1.08. Nothing in this Section 1.04 shall be deemed to
relieve any Bank from its obligation to make Revolving Loans hereunder or to
prejudice any rights which the Borrower may have against any Bank as a result of
any failure by such Bank to make Revolving Loans hereunder.

         1.05 Notes. (a) The Borrower's obligation to pay the principal of, and
interest on, the Loans made by each Bank and BTCo shall be evidenced (i) if
Revolving Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-1, with blanks appropriately
completed in conformity herewith (each, a "Revolving Note" and, collectively,
the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-2,
with blanks appropriately completed in conformity herewith (the "Swingline
Note").

         (b) The Revolving Note issued to each Bank shall (i) be executed by the
Borrower, (ii) be payable to the order of such Bank or its registered assigns
and be dated the date of the issuance thereof, (iii) be in a stated principal
amount equal to the Commitment of such Bank on the date of issuance thereof
and be payable in the principal amount of the Revolving Loans evidenced thereby,
(iv) mature on the Final Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary prepayment as provided in Section 4.01 and mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.

         (c) The Swingline Note issued to BTCo shall (i) be executed by the Bor-
rower, (ii) be payable to the order of BTCo or its registered assigns and be
dated the date of the issuance thereof, (iii) be in a stated principal amount
equal to the Maximum Swingline Amount and be payable in the principal amount of
the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature
on the Swingline Expiry Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi)
be subject to voluntary prepayment as provided in


                                       -5-


<PAGE>


Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

         (d) Each Bank will note on its internal records the amount of each
Revolving Loan made by it and each payment in respect thereof and will prior to
any transfer of any of its Revolving Notes endorse on the reverse side thereof
the outstanding principal amount of Revolving Loans evidenced thereby. Failure
to make any such notation or any error in any such notation or endorsement shall
not affect the Borrower's obligations in respect of such Revolving Loans.

         1.06 Conversions. The Borrower shall have the option to convert, on any
Business Day occurring after the Initial Borrowing Date, all or a portion equal
to at least $1,000,000 (and, if greater, in an integral multiple of $500,000) of
the outstanding principal amount of Revolving Loans made to the Borrower
pursuant to one or more Borrowings of one or more Types of Revolving Loans into
a Borrowing or Borrowings of another Type of Revolving Loan, provided that (i)
except as otherwise provided in Section 1.10(b) or unless the Borrower pays all
amounts owing pursuant to Section 1.11 concurrently with any such conversion,
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
an Interest Period applicable to the Eurodollar Loans being converted and no
such partial conversion of Eurodollar Loans shall reduce the outstanding
principal amount of such Eurodollar Loans made pursuant to a single Borrowing to
less than $1,000,000, (ii) unless the Administrative Agent has determined that
the Syndication Date has occurred (at which time this clause (ii) shall no
longer be applicable), prior to the 90th day after the Initial Borrowing Date
(or, if later, the last day of the third Interest Period referenced below),
conversions of Base Rate Loans into Eurodollar Loans may only be made if any
such conversion is effective on the first day of the first, second or third
Interest Period referred to in clause (y) of Section 1.01(a)(i) and so long as
such conversion does not result in a greater number of Borrowings of Eurodollar
Loans prior to the 90th day after the Initial Borrowing Date (or, if later, the
last day of such third Interest Period) as are permitted under such Section,
(iii) no conversion pursuant to this Section 1.06 shall result in a greater
number of Borrowings of Eurodollar Loans than is permitted under Section 1.02
and (iv) Swingline Loans may not be converted pursuant to this Section 1.06.
Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at its Notice Office prior to 2:00 P.M. (New York time) at
least three Business Days' prior notice (each, a "Notice of Conversion")
specifying the Revolving Loans to be so converted, the Borrowing or Borrowings
pursuant to which such Revolving Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Bank prompt notice of any such proposed
conversion affecting any of its Revolving Loans.

         1.07 Pro Rata Borrowings. All Borrowings of Revolving Loans under this
Agreement shall be incurred from the Banks pro rata on the basis of their
Commitments, provided that all Borrowings of Revolving Loans made pursuant to a
Mandatory Borrowing


                                       -6-


<PAGE>


shall be incurred from the Banks pro rata on the basis of their Adjusted
Percentages. It is understood that no Bank shall be responsible for any default
by any other Bank of its obligation to make Revolving Loans hereunder and that
each Bank shall be obligated to make the Revolving Loans provided to be made by
it hereunder, regardless of the failure of any other Bank to make its Revolving
Loans hereunder.

         1.08 Interest. (a) The Borrower agrees to pay interest in respect of
the unpaid principal amount of each Base Rate Loan from the date the proceeds
thereof are made available to the Borrower until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Base Rate Loan and (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06,
at a rate per annum which shall be equal to the sum of the Base Rate in effect
from time to time during the period such Base Rate Loan is outstanding plus the
relevant Applicable Margin.

         (b) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date the proceeds thereof are
made available to the Borrower until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Eurodollar Loan and (ii) the conversion of
such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10,
as applicable, at a rate per annum which shall, during each Interest Period
applicable thereto, be equal to the sum of the Eurodollar Rate for such Interest
Period plus the relevant Applicable Margin.

         (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to the greater of
(x) 2% per annum in excess of the rate otherwise applicable to Base Rate Loans
from time to time and (y) the rate which is 2% in excess of the rate then borne
by such Loans, in each case with such interest to be payable on demand.

         (d) Accrued (and theretofore unpaid) interest shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on each Quarterly Payment
Date, (ii) in respect of each Eurodollar Loan, on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (iii) in respect of each Loan, on any repayment
or prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

         (e) Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for the respective Interest Period or
Interest Periods and shall promptly notify the Borrower and the Banks thereof.
Each such determination shall, absent demonstrable error, be final and
conclusive and binding on all parties hereto.


                                       -7-


<PAGE>


         1.09 Interest Periods. At the time the Borrower gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period applicable
thereto) or on the third Business Day prior to the expiration of an Interest
Period applicable to such Eurodollar Loan (in the case of any subsequent
Interest Period), the Borrower shall have the right to elect, by having an
Authorized Representative of the Borrower give the Administrative Agent notice
thereof, the interest period (each, an "Interest Period") applicable to such
Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be
a one, two, three or six-month period or, to the extent available to all Banks,
a nine or twelve-month period; provided that:

                   (i) all Eurodollar Loans comprising the same Borrowing shall
         at all times have the same Interest Period;

                   (ii) the initial Interest Period for any Eurodollar Loan
         shall commence on the date of Borrowing of such Eurodollar Loan
         (including the date of any conversion thereto from a Revolving Loan
         of a different Type) and each Interest Period occurring thereafter in
         respect of such Eurodollar Loan shall commence on the day on which the
         next preceding Interest Period applicable thereto expires;

                   (iii) if any Interest Period relating to a Eurodollar Loan
         begins on a day for which there is no numerically corresponding day in
         the calendar month at the end of such Interest Period, such Interest
         Period shall end on the last Business Day of such calendar month;

                   (iv) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day; provided, however, that if any Interest
         Period for a Eurodollar Loan would otherwise expire on a day which is
         not a Business Day but is a day of the month after which no further
         Business Day occurs in such month, such Interest Period shall expire on
         the next preceding Business Day; and

                   (v) no Interest Period in respect of any Borrowing of
         Eurodollar Loans shall be selected which extends beyond the Final
         Maturity Date.

         If upon the expiration of any Interest Period applicable to a Borrowing
of Eurodollar Loans, the Borrower has failed to elect, or is not permitted to
elect, a new Interest Period to be applicable to such Eurodollar Loans as
provided above, the Borrower shall be deemed to have elected to convert such
Eurodollar Loans into Base Rate Loans effective as of the expiration date of
such current Interest Period.

         1.10 Increased Costs, Illegality, etc. (a) In the event that any Bank
shall have reasonably determined (which determination shall, absent demonstrable
error, be final


                                       -8-


<PAGE>


and conclusive and binding upon all parties hereto but, with respect to clause
(i) below, may be made only by the Administrative Agent):

                   (i) on any Interest Determination Date that, by reason of any
         changes arising after the date of this Agreement affecting the
         interbank Eurodollar market, adequate and fair means do not exist for
         ascertaining the applicable interest rate on the basis provided for in
         the definition of Eurodollar Rate; or

                   (ii) at any time, that such Bank shall incur increased costs
         or reductions in the amounts received or receivable hereunder with
         respect to any Eurodollar Loan because of any change since the date of
         this Agreement in any applicable law or governmental rule, regulation,
         order, guideline or request (whether or not having the force of law) or
         in the interpretation or administration thereof and including the
         introduction of any new law or governmental rule, regulation, order,
         guideline or request, such as, for example, but not limited to: (A) a
         change in the basis of taxation of payment to any Bank of the principal
         of or interest on such Eurodollar Loan or any other amounts payable
         hereunder (except for changes in the rate of tax on, or determined by
         reference to, the net income or net profits of such Bank, or any
         franchise tax based on the net income or net profits of such Bank, in
         either case pursuant to the laws of the United States of America, the
         jurisdiction in which it is organized or in which its principal office
         or applicable lending office is located or any subdivision thereof or
         therein), but without duplication of any amounts payable in respect of
         Taxes pursuant to Section 4.04(a), or (B) a change in official reserve
         requirements, but, in all events, excluding reserves required under
         Regulation D to the extent included in the computation of the
         Eurodollar Rate; or

                   (iii) at any time, that the making or continuance of any
         Eurodollar Loan has been made (x) unlawful by any law or governmental
         rule, regulation or order, (y) impossible by compliance by any Bank in
         good faith with any governmental request (whether or not having force
         of law) or (z) impracticable as a result of a contingency occurring
         after the date of this Agreement which materially and adversely affects
         the interbank Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent, in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the
case of clause (i) above, Eurodollar Loans shall no longer be available until
such time as the Administrative Agent notifies the Borrower and the Banks that
the circumstances giving rise to such notice by the Administrative Agent no
longer exist, and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Loans which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by the Borrower, (y)
in the case of clause (ii) above,


                                       -9-


<PAGE>


the Borrower agrees to pay to such Bank, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Bank shall reasonably determine)
as shall be required to compensate such Bank for such increased costs or
reductions in amounts received or receivable hereunder (a written notice as to
the additional amounts owed to such Bank, showing the basis for the calculation
thereof, submitted to the Borrower by such Bank in good faith shall, absent
demonstrable error, be final and conclusive and binding on all the parties
hereto, although the failure to give any such notice shall not release or
diminish any of the Borrower's obligations to pay additional amounts pursuant to
this Section 1.10(a) upon the subsequent receipt of such notice) and (z) in the
case of clause (iii) above, the Borrower shall take one of the actions specified
in Section 1.10(b) as promptly as possible and, in any event, within the time
period required by law. Each of the Administrative Agent and each Bank agrees
that if it gives notice to the Borrower of any of the events described in clause
(i), (ii) or (iii) above, it shall promptly notify the Borrower and, in the case
of any such Bank, the Administrative Agent, if such event ceases to exist. If
any such event described in clause (iii) above ceases to exist as to a Bank, the
obligations of such Bank to make Eurodollar Loans and to convert Base Rate Loans
into Eurodollar Loans on the terms and conditions contained herein shall be
reinstated immediately upon such cessation.

         (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Bank or
the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the
affected Eurodollar Loan is then outstanding, upon at least three Business Days'
written notice to the Administrative Agent, require the affected Bank to
convert such Eurodollar Loan into a Base Rate Loan, provided that, (i) any
unaffected Bank shall continue to be obligated to extend its portion of the
respective Borrowing as Eurodollar Loans (unless the respective Borrowing is
cancelled or the Borrower elects to convert same into Base Rate Loans) and (ii)
if more than one Bank is affected at any time, then all affected Banks must be
treated the same pursuant to this Section 1.10(b).

         (c) If at any time after the Effective Date any Bank reasonably
determines that the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Bank or any corporation
controlling such Bank based on the existence of such Bank's Commitment or
Commitments hereunder or its obligations hereunder, then the Borrower agrees to
pay to such Bank, upon its written demand therefor, such additional amounts as
shall be required


                                      -10-


<PAGE>


to compensate such Bank or such other corporation for the increased cost to such
Bank or such other corporation or the reduction in the rate of return to such
Bank or such other corporation as a result of such increase of capital. In
determining such additional amounts, each Bank will act reasonably and in good
faith and will use averaging and attribution methods which are reasonable,
provided that such Bank's reasonable good faith determination of compensation
owing under this Section 1.10(c) shall, absent demonstrable error, be final and
conclusive and binding on all the parties hereto. Each Bank, upon determining
that any additional amounts will be payable pursuant to this Section 1.10(c),
will give written notice thereof to the Borrower (a copy of which shall be
sent by such Bank to the Administrative Agent), which notice shall show the
basis for calculation of such additional amounts, although the failure to give
any such notice shall not release or diminish any of the Borrower's obligations
to pay additional amounts pursuant to this Section 1.10(c) upon the subsequent
receipt of such notice.

         1.11 Compensation. The Borrower agrees, subject to the provisions of
Section 13.17 (to the extent applicable), to compensate each Bank, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting such compensation), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Bank to fund its Eurodollar Loans but excluding any loss of
anticipated profit) which such Bank may sustain: (i) if for any reason (other
than a default by such Bank or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion (whether or not
withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.10(a)); (ii)
if any repayment (including any repayment made pursuant to Section 4.02 or as a
result of an acceleration of the Loans pursuant to Section 10 or as a result of
the replacement of a Bank pursuant to Section 1.13, 4.01 or 13.12(b)) or conver-
sion of any of its Eurodollar Loans occurs on a date which is not the last day
of an Interest Period with respect thereto; (iii) if any prepayment of any of
its Eurodollar Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a consequence of (x) any other default by the
Borrower to repay its Loans when required by the terms of this Agreement or any
Note held by such Bank or (y) any election made pursuant to Section 1.10(b). A
Bank's basis for requesting compensation pursuant to this Section 1.11 and a
Bank's calculation of the amount thereof, shall, absent demonstrable error, be
final and conclusive and binding on all parties hereto.

         1.12 Change of Lending Office. Each Bank agrees that upon the occur-
rence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii),
Section 1.10(c), Section 2.06 or Section 4.04 with respect to such Bank, it
will, if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Bank) to designate another lending office for any
Revolving Loans or Letters of Credit affected by such event, provided that such
designation is made on such terms that such Bank and its lending office suffer
no economic, legal or regulatory disadvantage, with the


                                      -11-


<PAGE>


object of avoiding the consequence of the event giving rise to the operation of
such Section. Nothing in this Section 1.12 shall affect or postpone any of the
obligations of the Borrower or the rights of any Bank provided in Sections 1.10,
2.06 and 4.04.

         1.13 Replacement of Banks. If any Bank (x) becomes a Defaulting Bank,
(y) refuses to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Banks as provided in Section 4.01 or 13.12(b), or (z) is owed increased
costs under any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 in a material amount in
excess of those being generally charged by the other Banks, the Borrower shall
have the right, in accordance with the requirements of Section 13.04(b), to
replace such Bank (the "Replaced Bank") with one or more Eligible Transferee or
Eligible Transferees (collectively, the "Replacement Bank"), none of whom shall
constitute a Defaulting Bank at the time of such replacement and each of whom
shall be reasonably acceptable to the Administrative Agent; provided that:

                   (i) at the time of any replacement pursuant to this Section
         1.13, the Replacement Bank shall enter into one or more Assignment and
         Assumption Agreements pursuant to Section 13.04(b) (and with all fees
         payable pursuant to said Section 13.04(b) to be paid by the Replacement
         Bank) pursuant to which the Replacement Bank shall acquire all of the
         Commitment and all then outstanding Revolving Loans of, and
         participations in all then outstanding Letters of Credit by, the
         Replaced Bank and, in connection therewith, shall pay to (x) the
         Replaced Bank in respect thereof an amount equal to the sum of (A) an
         amount equal to the principal of, and all accrued interest on, all then
         outstanding Revolving Loans of the Replaced Bank, (B) an amount equal
         to all Unpaid Drawings (unless there are no Unpaid Drawings) that have
         been funded by (and not reimbursed to) such Replaced Bank at such time,
         together with all then unpaid interest with respect thereto at such
         time and (C) an amount equal to all accrued, but theretofore unpaid,
         Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the
         respective Issuing Bank an amount equal to such Replaced Bank's
         Adjusted Percentage (in each case for this purpose, determined as if
         the adjustment described in clause (y) of the immediately succeeding
         sentence had been made with respect to such Replaced Bank) of any
         Unpaid Drawing (which at such time remains an Unpaid Drawing) with
         respect to Letters of Credit issued by such Issuing Bank to the extent
         such amount was not theretofore funded by such Replaced Bank and (z)
         BTCo an amount equal to such Replaced Bank's Adjusted Percentage (in
         each case for this purpose, determined as if the adjustment described
         in clause (y) of the immediately succeeding sentence had been made with
         respect to such Replaced Bank) of any Mandatory Borrowing to the extent
         such amount was not theretofore funded by such Replaced Bank, without
         duplication; and


                                      -12-


<PAGE>


                   (ii) all obligations of the Borrower owing to the Replaced
         Bank (other than those specifically described in clause (i) above in
         respect of which the assignment purchase price has been, or is
         concurrently being, paid) shall be paid in full to such Replaced Bank
         concurrently with such replacement.

         Upon the execution of the respective Assignment and Assumption
Agreement, the payment of amounts referred to in clauses (i) and (ii) above,
recordation of the assignment on the Register by the Administrative Agent
pursuant to Section 13.16 and, if so requested by the Replacement Bank, delivery
to the Replacement Bank of the appropriate Revolving Note or Revolving Notes
executed by the Borrower, (x) the Replacement Bank shall become a Bank
hereunder and the Replaced Bank shall cease to constitute a Bank hereunder,
except with respect to indemnification provisions under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and
13.06), which shall survive as to such Replaced Bank and (y) in the case of a
replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted
Percentages of the Banks shall be automatically adjusted at such time to give
effect to such replacement (and to give effect to the replacement of a
Defaulting Bank with one or more Non-Defaulting Banks). Upon the replacement of
a Replaced Bank pursuant to this Section 1.13, the Revolving Note of such
Replaced Bank shall be deemed canceled, and such Replaced Bank shall use
reasonable efforts to return such Revolving Note to the Borrower or, if such
Revolving Note is lost or destroyed, such Replaced Bank shall, at the Borrower's
request, certify to the Borrower the loss or destruction of such Revolving Note.

         SECTION 2. Letters of Credit.

         2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request an Issuing Bank, at any
time and from time to time on and after the Initial Borrowing Date and prior to
the tenth Business Day (or the 30th day in the case of Trade Letters of Credit)
preceding the Final Maturity Date, to issue, (x) for the account of the Borrower
and for the benefit of any holder (or any trustee, agent or other similar
representative for any such holders) of L/C Supportable Indebtedness, irre-
vocable standby letters of credit in a form customarily used by such Issuing
Bank or in such other form as has been approved by such Issuing Bank (each such
standby letter of credit, a "Standby Letter of Credit") in support of such L/C
Supportable Indebtedness and (y) for the account of the Borrower and for the
benefit of sellers of goods to the Borrower or any Subsidiary Guarantor in the
ordinary course of business, irrevocable sight trade letters of credit in a form
customarily used by such Issuing Bank or in such other form as has been approved
by such Issuing Bank (each such trade letter of credit, a "Trade Letter of
Credit", and each such Standby Letter of Credit and Trade Letter of Credit, a
"Letter of Credit" and collectively, the "Letters of Credit"). All Letters of
Credit shall be denominated in Dollars.

         (b) Subject to and upon the terms and conditions set forth herein, each
Issuing Bank hereby agrees that it will, at any time and from time to time on
and after the


                                      -13-


<PAGE>


Initial Borrowing Date and prior to the tenth Business Day (or the 30th day in
the case of Trade Letters of Credit) preceding the Final Maturity Date,
following its receipt of the respective Letter of Credit Request, issue for the
account of the Borrower one or more Letters of Credit, (x) in the case of Trade
Letters of Credit, in support of trade obligations of the Borrower or any
Subsidiary Guarantor that arise in the ordinary course of business or (y) in the
case of Standby Letters of Credit, in support of such L/C Supportable
Indebtedness as is permitted to remain outstanding without giving rise to a
Default or Event of Default hereunder; provided that the respective Issuing Bank
shall be under no obligation to issue any Letter of Credit if at the time of
such issuance:

                   (i) any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain such Issuing Bank from issuing such Letter of Credit or any
         requirement of law applicable to such Issuing Bank or any request or
         directive (whether or not having the force of law) from any govern-
         mental authority with jurisdiction over such Issuing Bank shall
         prohibit, or request that such Issuing Bank refrain from, the issuance
         of letters of credit generally or such Letter of Credit in particular
         or shall impose upon such Issuing Bank with respect to such Letter of
         Credit any restriction or reserve or capital requirement (for which
         such Issuing Bank is not otherwise compensated) not in effect on the
         date hereof, or any unreimbursed loss, cost or expense which was not
         applicable, in effect or known to such Issuing Bank as of the date
         hereof and which such Issuing Bank in good faith deems material to it;

                   (ii) such Issuing Bank shall have received written notice
         from the Required Banks prior to the issuance of such Letter of Credit
         of the type described in the last sentence of Section 2.03(b); or

                   (iii) a Bank Default exists, unless such Issuing Bank has
         entered into arrangements satisfactory to it and the Borrower to
         eliminate such Issuing Bank's risk with respect to the Bank which is
         the subject of the Bank Default, including by cash collateralizing such
         Bank's Percentage of the Letter of Credit Outstandings.

         (c) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) $45,000,000 or (y) when added to the aggregate principal
amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and
all Swingline Loans then outstanding, an amount equal to the Adjusted Total
Commitment then in effect, (ii) (x) each Standby Letter of Credit shall by its
terms terminate on or before the date which occurs 12 months after the date of
the issuance thereof (although any such Standby Letter of Credit may be
extendable for successive periods of up to 12 months, but not beyond the tenth
Business Day preceding the Final Maturity Date, on terms acceptable to the
Issuing Bank thereof) and (y) each Trade Letter


                                      -14-


<PAGE>


of Credit shall by its terms terminate on or before the date occurring not later
than 360 days after such Trade Letter of Credit's date of issuance and (iii) (x)
no Standby Letter of Credit shall have an expiry date occurring later than the
tenth Business Day preceding the Final Maturity Date and (y) no Trade Letter of
Credit shall have an expiry date occurring later than 30 days prior to the Final
Maturity Date.

         (d) Schedule III hereto contains a description of all letters of credit
issued pursuant to the Existing Credit Agreement and outstanding on the
Effective Date. Each such letter of credit, including any extension or renewal
thereof (each, as amended from time to time in accordance with the terms thereof
and hereof, an "Existing Letter of Credit") shall constitute a "Letter of
Credit" for all purposes of this Agreement, issued, for purposes of Section
2.04(a), on the Initial Borrowing Date. Any Bank hereunder to the extent it has
issued an Existing Letter of Credit shall constitute the "Issuing Bank" with
respect to such Letter of Credit for all purposes of this Agreement.

         2.02 Minimum Stated Amount. The Stated Amount of each Letter of Credit
upon issuance shall be not less than $50,000 or such lesser amount as is
acceptable to the respective Issuing Bank.

         2.03 Letter of Credit Requests. (a) Whenever the Borrower desires that
a Letter of Credit be issued for its account, the Borrower shall give the
Administrative Agent and the respective Issuing Bank at least 3 days' (or such
shorter period as is acceptable to such Issuing Bank in any given case) written
notice prior to the proposed date of issuance (which shall be a Business Day).
Each notice shall be in the form of Exhibit C (each, a "Letter of Credit
Request").

         (b) The making of each Letter of Credit Request shall be deemed to be a
representation and warranty by the Borrower that such Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
2.01(c). Unless the respective Issuing Bank has received notice from the
Required Banks before it issues a Letter of Credit that one or more of the
applicable conditions specified in Section 5 or 6, as the case may be, are not
then satisfied, or that the issuance of such Letter of Credit would violate
Section 2.01(c), then such Issuing Bank may issue the requested Letter of Credit
for the account of the Borrower in accordance with such Issuing Bank's usual and
customary practices.

         2.04 Letter of Credit Participations. (a) Immediately upon the issuance
by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed
to have sold and transferred to each Bank, other than such Issuing Bank (each
such Bank, in its capacity under this Section 2.04, a "Participant"), and each
such Participant shall be deemed irrevocably and unconditionally to have
purchased and received from such Issuing Bank, without recourse or warranty, an
undivided interest and participation, to the extent of such Participant's
Adjusted Percentage on the date of such deemed transfer, in such Letter of


                                      -15-


<PAGE>


Credit, each substitute letter of credit, each drawing made thereunder and the
obligations of the Borrower under this Agreement with respect thereto, and any
security therefor or guaranty pertaining thereto. Upon any change in the
Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or
13.04, it is hereby agreed that, with respect to all outstanding Letters of
Credit and Unpaid Drawings, there shall be an automatic adjustment to the
participations pursuant to this Section 2.04 to reflect the new Adjusted
Percentages of the assignor and assignee Bank or of all Banks, as the case may
be.

         (b) In determining whether to pay under any Letter of Credit, such
Issuing Bank shall have no obligation relative to the other Banks other than to
confirm that any documents required to be delivered under such Letter of Credit
appear to have been delivered and that they appear to substantially comply on
their face with the requirements of such Letter of Credit. Any action taken or
omitted to be taken by any Issuing Bank under or in connection with any Letter
of Credit issued by it if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create for such Issuing Bank any resulting
liability to the Borrower or any Bank.

         (c) In the event that any Issuing Bank makes any payment under any
Letter of Credit issued by it and the Borrower shall not have reimbursed such
amount in full to such Issuing Bank pursuant to Section 2.05(a), such Issuing
Bank shall promptly notify the Administrative Agent, which shall promptly notify
each Participant of such failure, and each Participant shall promptly and
unconditionally pay to the Administrative Agent for the account of such Issuing
Bank the amount of such Participant's Adjusted Percentage as of the date of such
notice of such unreimbursed payment in Dollars and in same day funds. If the
Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any
Business Day, any Participant required to fund a payment under a Letter of
Credit, such Participant shall make available to the Administrative Agent at the
Payment Office of the Administrative Agent for the account of the respective
Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount
of such payment on such Business Day in same day funds. If and to the extent
such Participant shall not have so made its Adjusted Percentage of the amount of
such payment available to the Administrative Agent for the account of the
respective Issuing Bank, such Participant agrees to pay to the Administrative
Agent for the account of such Issuing Bank, forthwith on demand such amount,
together with interest thereon, for each day from such date until the date such
amount is paid to the Administrative Agent for the account of such Issuing Bank
at the overnight Federal Funds Rate. The failure of any Participant to make
available to the Administrative Agent for the account of the respective Issuing
Bank its Adjusted Percentage of any payment under any Letter of Credit issued by
it shall not relieve any other Participant of its obligation hereunder to make
available to the Administrative Agent for the account of such Issuing Bank its
Adjusted Percentage of any such Letter of Credit on the date required, as
specified above, but no Participant shall be responsible for the failure of any
other Participant to make available to the Administrative Agent for the account
of such Issuing Bank such other Participant's Adjusted Percentage of any such
payment.


                                      -16-


<PAGE>


         (d) Whenever any Issuing Bank receives a payment of a reimbursement
obligation as to which the Administrative Agent has received for the account of
such Issuing Bank any payments from the Participants pursuant to clause (c)
above, such Issuing Bank shall pay to the Administrative Agent and the
Administrative Agent shall promptly pay each Participant which has paid its
Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal
to such Participant's share (based on the proportionate aggregate amount funded
by such Participant to the aggregate amount funded by all Participants) of the
principal amount of such reimbursement obligation and interest thereon accruing
after the purchase of the respective participations.

         (e) Each Issuing Bank shall, promptly after the issuance of, or
amendment to, a Standby Letter of Credit, give the Administrative Agent, each
Participant and the Borrower written notice of such issuance or amendment, as
the case may be, and such notice shall be accompanied by a copy of the issued
Standby Letter of Credit or amendment, as the case may be.

         (f) Each Issuing Bank (other than BTCo) shall deliver to the
Administrative Agent, promptly on the first Business Day of each week, by
facsimile transmission, the aggregate daily Stated Amount available to be drawn
under the outstanding Trade Letters of Credit issued by such Issuing Bank for
the previous week. The Administrative Agent shall, within 10 days after the last
Business Day of each calendar month, deliver to each Participant a report
setting forth for such preceding calendar month the aggregate daily Stated
Amount available to be drawn under all outstanding Trade Letters of Credit
during such calendar month.

         (g) The obligations of the Participants to make payments to the
Administrative Agent for the account of the respective Issuing Bank with respect
to Letters of Credit issued by it shall be irrevocable and not subject to any
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

                   (i) any lack of validity or enforceability of this Agreement
         or any of the Credit Documents;

                   (ii) the existence of any claim, setoff, defense or other
         right which any Credit Party or any of its Subsidiaries may have at any
         time against a beneficiary named in a Letter of Credit, any transferee
         of any Letter of Credit (or any Person for whom any such transferee may
         be acting), the Administrative Agent, any Bank, any Issuing Bank, any
         Participant, or any other Person, whether in connection with this
         Agreement, any Letter of Credit, the transactions contemplated herein
         or any unrelated transactions (including any underlying transaction
         between any Credit


                                      -17-


<PAGE>


         Party or any of its Subsidiaries and the beneficiary named in any such
         Letter of Credit);

                   (iii) any draft, certificate or any 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;

                   (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

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

provided, that the Participants shall not be obligated to reimburse such Issuing
Bank for any wrongful payment made by such Issuing Bank under a Letter of Credit
issued by it as a result of acts or omissions constituting willful misconduct or
gross negligence on the part of such Issuing Bank. Any action taken or omitted
to be taken by any Issuing Bank under or in connection with any Letter of Credit
if taken or omitted in the absence of gross negligence or willful misconduct
shall not create for such Issuing Bank any resulting liability to the
Participant.

         2.05 Agreement to Repay Letter of Credit Drawings. (a) The Borrower
hereby agrees to reimburse the respective Issuing Bank, by making payment to the
Administrative Agent in immediately available funds at the Payment Office (or by
making the payment directly to such Issuing Bank at such location as may
otherwise have been agreed upon by the Borrower and such Issuing Bank), for any
payment or disbursement made by such Issuing Bank under any Letter of Credit
issued by it (each such amount so paid until reimbursed, an "Unpaid Drawing"),
not later than the third Business Day after the Administrative Agent or the
Issuing Bank notifies the Borrower of such payment or disbursement, with
interest on the amount so paid or disbursed by such Issuing Bank, to the extent
not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but excluding the
date such Issuing Bank is reimbursed by the Borrower therefor at a rate per
annum which shall be the Base Rate in effect from time to time plus the
Applicable Margin for Base Rate Loans; provided, however, to the extent such
amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third
Business Day following notice to the Borrower by the Administrative Agent or the
respective Issuing Bank of such payment or disbursement, interest shall
thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and
until reimbursed by the Borrower) at a rate per annum which shall be the Base
Rate in effect from time to time plus the Applicable Margin for Base Rate Loans
plus 2%, in each such case, with interest to be payable on demand; provided
further, that it is understood and agreed, however, that the notices referred to
above in this clause (a) and in the immediately preceding proviso shall not be
required to be given if a Default or an Event of Default under Section 10.05
shall have occurred and be continuing (in which case


                                      -18-


<PAGE>


the Unpaid Drawings shall be due and payable immediately without presentment,
demand, protest or notice of any kind (all of which are hereby waived by each
Credit Party) and shall bear interest at the rate provided in the foregoing
proviso on and after the third Business Day following the respective Drawing).
The respective Issuing Bank shall give the Borrower prompt notice of each
Drawing under any Letter of Credit, provided that the failure to give any such
notice shall in no way affect, impair or diminish the Borrower's obligations
hereunder.

         (b) The obligation of the Borrower under this Section 2.05 to reimburse
the respective Issuing Bank with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which any Credit Party may have or have had against any Bank (including in its
capacity as Issuing Bank or as Participant), including, without limitation, any
defense based upon the failure of any drawing under a Letter of Credit (each, a
"Drawing") to conform to the terms of such Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of such
Drawing, the respective Issuing Bank's only obligation to the Borrower being to
confirm that any documents required to be delivered under such Letter of Credit
appear to have been delivered and that they appear to substantially comply on
their face with requirements of such Letter of Credit; provided, however, that
the Borrower shall not be obligated to reimburse such Issuing Bank for any
wrongful payment made by such Issuing Bank under a Letter of Credit issued by it
as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of such Issuing Bank. Any action taken or omitted to be
taken by any Issuing Bank under or in connection with any Letter of Credit if
taken or omitted in the absence of gross negligence or willful misconduct shall
not create for such Issuing Bank any resulting liability to the Borrower.

         2.06 Increased Costs. If at any time after the date of this Agreement
any Issuing Bank or any Participant determines that the introduction of or any
change in any applicable law, rule, regulation, order, guideline or request or
in the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by any
Issuing Bank or any Participant with any request or directive by any such
authority (whether or not having the force of law) shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by any Issuing Bank or participated
in by any Participant, or (ii) impose on any Issuing Bank or any Participant any
other conditions relating, directly or indirectly, to this Agreement or any
Letter of Credit, and the result of any of the foregoing is to increase the cost
to any Issuing Bank or any Participant of issuing, maintaining or participating
in any Letter of Credit, or reduce the amount of any sum received or receivable
by any Issuing Bank or any Participant hereunder or reduce the rate of return on
its capital with respect to Letters of Credit, then, upon demand to the Borrower
by any Issuing Bank or any Participant (a copy of which demand shall be sent by
such Issuing Bank or such Participant to the Administrative Agent), the


                                      -19-


<PAGE>


Borrower shall pay to such Issuing Bank or such Participant such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction in the amount receivable or reduction on the rate of return on its
capital. Any Issuing Bank or any Participant, upon determining that any
additional amounts will be payable pursuant to this Section 2.06, will give
prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by such Issuing Bank or such Participant
(a copy of which certificate shall be sent by such Issuing Bank or such
Participant to the Administrative Agent), setting forth the basis for the
calculation of such additional amount or amounts necessary to compensate such
Issuing Bank or such Participant, although failure to give any such notice shall
not release or diminish the Borrower's obligations to pay additional amounts
pursuant to this Section 2.06. The certificate required to be delivered pursuant
to this Section 2.06 shall, absent demonstrable error, be final, conclusive and
binding on the Borrower.

         SECTION 3. Commitment Commission; Fees; Reductions of Commitment.

         3.01 Fees. (a) The Borrower agrees to pay to the Administrative Agent
for distribution to each Non-Defaulting Bank a commitment commission (the
"Commitment Commission") for the period from the Effective Date to but excluding
the Final Maturity Date (or such earlier date as the Total Commitment shall have
been terminated), computed at a rate for each day equal to the relevant
Applicable Margin on the daily average Unutilized Commitment of such
Non-Defaulting Bank as in effect from time to time. Accrued Commitment
Commission shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the Final Maturity Date or such earlier date upon which the
Total Commitment is terminated.

         (b) The Borrower agrees to pay to the Administrative Agent for pro rata
distribution to each Non-Defaulting Bank (based on their respective Adjusted
Percentages), a fee in respect of each Letter of Credit issued hereunder (the
"Letter of Credit Fee"), for the period from and including the date of issuance
of such Letter of Credit through the termination of such Letter of Credit,
computed at a rate per annum equal to the relevant Applicable Margin, as in
effect from time to time, on the daily Stated Amount of such Letter of Credit.
Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on
each Quarterly Payment Date and upon the first day on or after the termination
of the Total Commitment upon which no Letters of Credit remain outstanding.

         (c) The Borrower agrees to pay to the respective Issuing Bank, for its
own account, a facing fee in respect of each Letter of Credit issued for its own
account hereunder (the "Facing Fee") for the period from and including the
date of issuance of such Letter of Credit to and including the termination or
expiration of such Letter of Credit, computed at a rate equal to 1/4 of 1% per
annum of the daily Stated Amount of such Letter of Credit; provided, that in no
event shall the annual Facing Fee with respect to each Letter of Credit be less
than $500; it being agreed that (x) on the date of issuance of any Letter


                                      -20-


<PAGE>


of Credit and on each anniversary thereof prior to the termination of such
Letter of Credit, if $500 will exceed the amount of Facing Fees that will accrue
with respect to such Letter of Credit for the immediately succeeding 12-month
period, the full $500 shall be payable on the date of issuance of such Letter of
Credit and on each such anniversary thereof prior to the termination of such
Letter of Credit and (y) if on the date of the termination of any Letter of
Credit, $500 actually exceeds the amount of Facing Fees paid or payable with
respect to such Letter of Credit for the period beginning on the date of the
issuance thereof (or if the respective Letter of Credit has been outstanding for
more than one year, the date of the last anniversary of the issuance thereof
occurring prior to the termination of such Letter of Credit) and ending on the
date of the termination thereof, an amount equal to such excess shall be paid as
additional Facing Fees with respect to such Letter of Credit on the next date
upon which Facing Fees are payable in accordance with the immediately succeeding
sentence. Except as provided in the immediately preceding sentence, accrued
Facing Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and upon the first day on or after the termination of the Total
Commitment upon which no Letters of Credit remain outstanding.

         (d) The Borrower agrees to pay to the respective Issuing Bank, for its
own account, upon each payment under, issuance of, or amendment to, any Letter
of Credit, such amount as shall at the time of such event be the reasonable
administrative charge (including reasonable expenses) which such Issuing Bank is
generally imposing in connection with such occurrence with respect to letters
of credit.

         (e) The Borrower agrees to pay to each Agent, for its own account, such
other fees as have been agreed to in writing by the Borrower and the Agents.

         3.02 Voluntary Termination of Unutilized Commitments. (a) Upon at least
three Business Days' prior notice from an Authorized Representative of the
Borrower to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, at any time or from time to time, without premium or
penalty, to terminate the Total Unutilized Commitment at such time, in whole
or in part, in integral multiples of $1,000,000 in the case of partial
reductions, provided that (i) each such reduction shall apply proportionately to
permanently reduce the Commitment of each Bank and (ii) any reduction to the
Total Unutilized Commitment shall in no case be in an amount which would cause
the Commitment of any Bank to be reduced (as required by preceding clause (i))
by an amount which exceeds the remainder of (x) the Unutilized Commitment of
such Bank as in effect immediately before giving effect to such reduction
minus (y) such Bank's Adjusted Percentage of the aggregate principal amount of
Swingline Loans then outstanding.

         (b) In the event of certain refusals by a Bank as provided in Section
4.01 or 13.12(b) to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Banks, the


                                      -21-


<PAGE>


Borrower may, subject to the applicable requirements of said Sections 4.01
and/or 13.12(b), upon five Business Days' written notice to the Administrative
Agent at its Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Banks) terminate the Commitment of such Bank, so long
as all Revolving Loans, together with accrued and unpaid interest, Fees and all
other amounts, owing to such Bank are repaid concurrently with the
effectiveness of such termination (at which time Schedule I shall be deemed
modified to reflect such changed amounts), and at such time, such Bank shall no
longer constitute a "Bank" for purposes of this Agreement, except with respect
to indemnifications under this Agreement (including, without limitation,
Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to
such repaid Bank.

         3.03 Mandatory Reduction of Commitments. (a) In addition to any other
mandatory commitment reductions pursuant to this Section 3.03, the Total
Commitment (and the Commitment of each Bank) shall terminate in its entirety on
the Final Maturity Date.

         (b) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on each date after the Effective Date upon which the
Borrower or any of its Subsidiaries receives any proceeds from any incurrence by
the Borrower or any of its Subsidiaries of Indebtedness for borrowed money
(including Attributed Receivable Facility Indebtedness incurred at any time
pursuant to the Receivables Facility which in aggregate principal amount exceeds
the Receivables Facility Threshold Amount as then in effect, but excluding other
Attributed Receivables Facility Indebtedness and Indebtedness for borrowed money
permitted to be incurred pursuant to Sections 9.04(i) through (xi), inclusive,
and (xiii) through (xvii), inclusive) or from any issuance by the Borrower or
any of its Subsidiaries of any Preferred Stock (other than Qualified Preferred
Stock), the Total Commitment shall be reduced by an amount equal to 100% of the
Net Cash Proceeds of the respective incurrence of Indebtedness or issuance of
Preferred Stock.

         (c) Each reduction to the Total Commitment pursuant to this Section
3.03 shall be applied proportionately to reduce the Commitment of each Bank.

         SECTION 4. Prepayments; Payments; Taxes.

         4.01 Voluntary Prepayments. The Borrower shall have the right to prepay
the Loans, without premium or penalty, in whole or in part at any time and from
time to time on the following terms and conditions:

                   (i) an Authorized Representative of the Borrower shall give
         the Administrative Agent prior to 2:00 P.M. (New York time) at its
         Notice Office (x) at least one Business Day's prior written notice (or
         telephonic notice promptly confirmed in writing) of the Borrower's
         intent to prepay Base Rate Loans (or same


                                      -22-


<PAGE>


         day notice in the case of Swingline Loans provided such notice is given
         prior to 3:00 P.M. (New York time)) and (y) at least three Business
         Days' prior written notice (or telephonic notice promptly confirmed in
         writing) of its intent to prepay Eurodollar Loans, whether Revolving
         Loans or Swingline Loans shall be prepaid, the amount of such
         prepayment and the Types of Revolving Loans to be prepaid and, in the
         case of Eurodollar Loans, the specific Borrowing or Borrowings pur-
         suant to which made, which notice the Administrative Agent shall
         promptly transmit to each of the Banks;

                   (ii) each prepayment shall be in an aggregate principal
         amount of at least $1,000,000 (or $500,000 in the case of Swingline
         Loans), provided that if any partial prepayment of Eurodollar Loans
         made pursuant to any Borrowing shall reduce the outstanding Eurodollar
         Loans made pursuant to such Borrowing to an amount less than
         $1,000,000, then such Borrowing may not be continued as a Borrowing of
         Eurodollar Loans beyond the Interest Period applicable thereto and any
         election of an Interest Period with respect thereto given by the
         Borrower shall have no force or effect;

                   (iii) at the time of any prepayment of Eurodollar Loans
         pursuant to this Section 4.01 on any date other than the last day of
         the Interest Period applicable thereto, the Borrower shall pay the
         amounts required pursuant to Section 1.11;

                   (iv) each prepayment in respect of any Revolving Loans made
         pursuant to a Borrowing shall, except as provided in clauses (v) and
         (vi) below, be applied pro rata among such Revolving Loans;

                   (v) in the event of certain refusals by a Bank as provided in
         Section 13.12(b) to consent to certain proposed changes, waivers,
         discharges or terminations with respect to this Agreement which have
         been approved by the Required Banks, the Borrower may, upon five
         Business Days' written notice by an Authorized Representative of the
         Borrower to the Administrative Agent at its Notice Office (which notice
         the Administrative Agent shall promptly transmit to each of the Banks)
         repay all Revolving Loans, together with accrued and unpaid interest,
         Fees, and other amounts owing to such Bank in accordance with, and
         subject to the requirements of, said Section 13.12(b) so long as (A)
         the Commitment of such Bank is terminated concurrently with such
         repayment (at which time Schedule I shall be deemed modified to reflect
         the changed Commitments) and (B) the consents required by Section
         13.12(b) in connection with the repayment pursuant to this clause (v)
         have been obtained; and

                   (vi) at the Borrower's election in connection with any
         prepayment of Revolving Loans pursuant to this Section 4.01, such
         prepayment shall not be applied to the prepayment of Revolving Loans of
         a Defaulting Bank.


                                      -23-


<PAGE>


         4.02 Mandatory Repayments and Cash Collateralizations. (a) (i) On any
day on which the sum of the aggregate outstanding principal amount of the
Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of
Credit Outstandings, in each case as of such date, exceeds the Adjusted Total
Commitment as then in effect, the Borrower agrees to pay principal of Swingline
Loans and, after the Swingline Loans have been repaid in full, Revolving Loans
of Non-Defaulting Banks in an amount equal to such excess. If, after giving
effect to the prepayment of all outstanding Swingline Loans and Revolving Loans
of Non-Defaulting Banks, the aggregate amount of the Letter of Credit
Outstandings exceeds the Adjusted Total Commitment as then in effect, the
Borrower agrees to pay to the Administrative Agent at the Payment Office on such
date an amount of cash or Cash Equivalents equal to the amount of such excess
(up to a maximum amount equal to the Letter of Credit Outstandings at such
time), such cash or Cash Equivalents to be held as security for all obligations
of the Borrower to Non-Defaulting Banks hereunder in a cash collateral account
to be established by the Administrative Agent.

         (ii) On any day on which the aggregate outstanding principal amount of
the Revolving Loans made by any Defaulting Bank exceeds the Commitment of such
Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such
Defaulting Bank in an amount equal to such excess.

         (b) With respect to each repayment of Revolving Loans required by this
Section 4.02, the Borrower may designate the Types of Revolving Loans which are
to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar
Loans pursuant to this Section 4.02 may only be made on the last day of an
Interest Period applicable thereto unless (x) all Eurodollar Loans with Interest
Periods ending on such date of required repayment and all Base Rate Loans have
been paid in full and/or (y) concurrently with such repayment, the Borrower pays
all amounts owing pursuant to Section 1.11; (ii) if any repayment of Eurodollar
Loans made pursuant to a single Borrowing shall reduce the outstanding
Eurodollar Loans made pursuant to such Borrowing to an amount less than
$1,000,000, such Borrowing shall be converted at the end of the then current
Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of
any Revolving Loans made pursuant to a Borrowing shall, except as set forth in
Section 4.02(a), be applied pro rata among such Revolving Loans. In the absence
of a designation by the Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its
sole discretion.

         (c) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full
on the Swingline Expiry Date and (ii) all Revolving Loans then outstanding shall
be repaid in full on the Final Maturity Date.


                                      -24-


<PAGE>


         4.03 Method and Place of Payment. Except as otherwise specifically pro-
vided herein, all payments under this Agreement or any Note shall be made to the
Administrative Agent for the account of the Bank or Banks entitled thereto not
later than 1:00 P.M. (New York time) on the date when due and shall be made in
Dollars in immediately available funds at the Payment Office of the
Administrative Agent. Any payments received by the Administrative Agent after
such time shall be deemed to have been received on the next Business Day.
Whenever any payment to be made hereunder or under any Note shall be stated to
be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of
principal, interest shall be payable at the applicable rate during such
extension.

         4.04 Net Payments; Taxes. (a) All payments made by any Credit Party
hereunder or under any Note will be made without setoff, counterclaim or other
defense. Except as provided in Section 4.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Bank pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Bank is located
or any subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such nonexcluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such nonexcluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Agreement or
under any Note, after withholding or deduction for or on account of any Taxes,
will not be less than the amount provided for herein or in such Note. If any
amounts are payable in respect of Taxes pursuant to the preceding sentence,
the Borrower agrees to reimburse each Bank, upon the written request of such
Bank, for taxes imposed on or measured by the net income or net profits of
such Bank pursuant to the laws of the jurisdiction in which such bank is
organized or in which the principal office or applicable lending office of such
Bank is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which such bank is organized or in which
the principal office or applicable lending office of such Bank is located and
for any withholding of income or similar taxes as such Bank shall determine are
payable by, or withheld from, such Bank in respect of such amounts so paid to or
on behalf of such Bank pursuant to the preceding sentence and in respect of any
amounts paid to or on behalf of such Bank pursuant to this sentence. The
Borrower will furnish to the Administrative Agent within 45 days after the date
the payment of any Taxes is due pursuant to applicable law certified copies of
tax receipts evidencing such payment by the Borrower. The Borrower agrees to
indemnify and hold harmless each Bank, and


                                      -25-


<PAGE>


reimburse such Bank upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Bank.

         (b) Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal Income Tax purposes
agrees to deliver to the Borrower and the Administrative Agent on or prior to
the Effective Date, or in the case of a Bank that is an assignee or transferee
of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless
the respective Bank was already a Bank hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Bank, (i) two accurate and complete original signed copies of Internal Revenue
Service Form 4224 or 1001 (or successor forms) certifying such Bank's
entitlement to a complete exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Note, or (ii)
if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and cannot deliver either Internal Revenue Service Form 1001 or 4224
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8 (or successor form) certifying such Bank's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement and under any Note. In addition, each
Bank agrees that from time to time after the Effective Date, when a lapse in
time or change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section
4.04(b)(ii) Certificate, as the case may be, and such other forms as may be
required in order to confirm or establish the entitlement of such Bank to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or it shall immediately
notify the Borrower and the Administrative Agent of its inability to deliver any
such Form or Certificate, in which case such Bank shall not be required to
deliver any such Form or Certificate pursuant to this Section 4.04(b).
Notwithstanding anything to the contrary contained in Section 4.04(a), but
subject to Section 13.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Bank which is not
a United States person (as such term is defined in Section 7701(a)(30) of the
Code) for U.S. Federal income tax purposes to the extent that such Bank has not
provided to the Borrower U.S. Internal Revenue Service Forms that establish a
complete exemption from such deduction or withholding and (y) the Borrower shall
not be obligated pursuant to Section 4.04(a) to gross-up payments to be made to
a Bank in respect of income or similar taxes imposed by the United States (I) if
such Bank has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 4.04(b) or (II)
in the case of a payment, other than interest, to a Bank described in clause
(ii) above,


                                      -26-


<PAGE>


to the extent that such Forms do not establish a complete exemption from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04 and except as set forth
in Section 13.04(b), the Borrower agrees to pay additional amounts and to
indemnify each Bank in the manner set forth in Section 4.04(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any Taxes deducted or withheld by it as described in the immedi-
ately preceding sentence as a result of any changes after the Effective Date
(or, if later, the date such Bank became party to this Agreement) in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation thereof, relating to the deducting or withholding of such
Taxes.

         (c) If the Borrower pays any additional amount under this Section 4.04
to a Bank and such Bank determines in its sole discretion that it has actually
received or realized in connection therewith any refund or any reduction of,
or credit against, its Tax liabilities in or with respect to the taxable year
in which the additional amount is paid, such Bank shall pay to the Borrower an
amount that the Bank shall, in its sole discretion, determine is equal to the
net benefit, after tax, which was obtained by the Bank in such year as a con-
sequence of such refund, reduction or credit.

         SECTION 5. Conditions Precedent to Initial Credit Events. The
obligation of each Bank to make Loans, and the obligation of each Issuing Bank
to issue Letters of Credit, on the Initial Borrowing Date, is subject at the
time of the making of such Loans or the issuance of such Letters of Credit to
the satisfaction of the following conditions:

         5.01 Execution of Agreement; Notes. On or prior to the Initial
Borrowing Date (i) this Agreement shall have been executed and delivered as
provided in Section 13.10 and (ii) there shall have been delivered to the
Administrative Agent for the account of each of the Banks the appropriate
Revolving Note executed by the Borrower, and to BTCo the Swingline Note executed
by the Borrower, in each case in the amount, maturity and as otherwise provided
herein.

         5.02 Officer's Certificate. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate, dated such date and
signed on behalf of the Borrower by the President or any Vice President of the
Borrower, stating all of the conditions in Sections 5.05, 5.10, 5.11, 6.01, 6.02
and 6.03 have been satisfied on such date.

         5.03 Fees, etc. On the Initial Borrowing Date, the Borrower shall have
paid to the Administrative Agent, the Documentation Agent and the Banks all
costs, fees and expenses (including, without limitation, reasonable legal fees
and expenses) payable to the Administrative Agent, the Documentation Agent and
the Banks to the extent then due.


                                      -27-


<PAGE>


         5.04 Opinions of Counsel. On the Initial Borrowing Date, the
Administrative Agent shall have received (i) from Sullivan & Cromwell, special
counsel to the Credit Parties, an opinion addressed to the Administrative Agent,
the Collateral Agent and each of the Banks and dated the Initial Borrowing Date
in the form of Exhibit E-1 and (ii) from Associate General Counsel of the
Borrower, an opinion addressed to the Administrative Agent, the Collateral Agent
and each of the Banks and dated the Initial Borrowing Date in the form of
Exhibit E-2.

         5.05 Corporate Documents; Proceedings; etc. (a) On the Initial
Borrowing Date, the Administrative Agent shall have received a certificate,
dated the Initial Borrowing Date, signed by an authorized officer of each Credit
Party and attested to by the Secretary or any Assistant Secretary of such Credit
Party, in the form of Exhibit F with appropriate insertions, together with
copies of the certificate of incorporation and by-laws of such Credit Party, and
the resolutions of such Credit Party referred to in such certificate, and the
foregoing shall be reasonably acceptable to the Agents.

         (b) All corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement
and the other Documents shall be reasonably satisfactory in form and substance
to the Agents, and the Administrative Agent shall have received all information
and copies of all documents and papers, including records of corporate
proceedings, governmental approvals, good standing certificates and bring-down
telegrams or facsimiles, if any, which either Agent reasonably may have
requested in connection therewith, such documents and papers where appropriate
to be certified by proper corporate or governmental authorities.

         5.06 Solvency Certificate. On or before the Initial Borrowing Date, the
Borrower shall cause to be delivered to the Administrative Agent a solvency
certificate addressed to the Agents and each of the Banks and dated the Initial
Borrowing Date from the Chief Financial Officer of the Borrower, which solvency
certificate shall be in the form of Exhibit G (appropriately completed)
expressing opinions of value and other appropriate factual information regarding
the solvency of the Borrower and its Subsidiaries (on a consolidated basis),
after giving effect to the Transaction and the incurrence of all financings
contemplated herein.

         5.07 Refinancing. (a) On the Initial Borrowing Date and concurrently
with the Credit Events then occurring, (i) the total commitments under the
Existing Credit Agreement shall have been terminated, all loans thereunder shall
have been repaid in full, together with interest thereon, and all letters of
credit issued thereunder shall have been terminated (except to the extent
incorporated hereunder as Letters of Credit pursuant to Section 2.01(d)) and
(ii) all other amounts owing pursuant to the Existing Credit Agreement shall
have been repaid in full.


                                      -28-


<PAGE>


         (b) On the Initial Borrowing Date and concurrently with the Credit
Events then occurring, the creditors under the Existing Credit Agreement shall
have terminated and released all security interests and Liens on the capital
stock of the Borrower or any of its Subsidiaries, or any other assets owned by
the Borrower or any of its Subsidiaries granted in connection with the Existing
Credit Agreement. The Administrative Agent shall have received such releases of
security interests in and Liens on the assets owned by the Borrower and its
Subsidiaries, as may have been requested reasonably by the Agents (including,
without limitation, proper termination statements (Form UCC-3 or the appropri-
ate equivalent) for filing under the UCC of each jurisdiction where a financing
statement (Form UCC-1 or the appropriate equivalent) was filed with respect to
the Borrower or any of its Subsidiaries in connection with the security
interests created with respect to the Existing Credit Agreement and the
documentation related thereto), and such releases shall be in form and substance
reasonably satisfactory to the Agents.

         5.08 Subsidiaries Guaranty. On the Initial Borrowing Date, each Wholly-
Owned Domestic Subsidiary of the Borrower (other than the Receivables
Subsidiary, RGP and Treasure Chest of Nevada) shall have duly authorized,
executed and delivered the Subsidiaries Guaranty in the form of Exhibit H hereto
(as modified, supplemented or amended from time to time, the "Subsidiaries
Guaranty"), and the Subsidiaries Guaranty shall be in full force and effect.

         5.09 Pledge and Security Agreement. On the Initial Borrowing Date, the
Borrower and each Subsidiary Guarantor shall have duly authorized, executed and
delivered the Pledge and Security Agreement in the form of Exhibit I (as
modified, supplemented or amended from time to time, the "Pledge and Security
Agreement") and the Pledge and Security Agreement and the following other
documents shall be delivered to the Collateral Agent, as Pledgee, and be in full
force and effect:

                   (i) all the Pledged Securities referred to in the Pledge and
         Security Agreement then owned by such Credit Party, (x) endorsed in
         blank in the case of intercompany promissory notes, if any,
         constituting Pledged Securities and (y) together with executed and
         undated stock powers, in the case of capital stock constituting
         Pledged Securities;

                   (ii) certified copies of Requests for Information or Copies
         (Form UCC11), or equivalent reports, listing all effective financing
         statements that name each Credit Party as debtor and that are filed in
         the jurisdictions referred to in clause (ii) above, together with
         copies of such financing statements (none of which shall cover the
         Collateral except to the extent evidencing Permitted Liens or in
         respect of which the Collateral Agent shall have received termination
         statements (Form UCC-3) or such other termination statements as shall
         be required by local law); and


                                      -29-


<PAGE>


                   (iii) evidence that all other actions necessary or, in the
         reasonable opinion of the Collateral Agent, desirable to perfect and
         protect the security interests purported to be created by the Pledge
         and Security Agreement have been taken.

         5.10 Adverse Change; Governmental Approvals; etc. (a) On the Initial
Borrowing Date, nothing shall have occurred (and the Agents shall have become
aware of no facts, conditions or other information not previously known) which
either Agent shall reasonably determine would reasonably be likely to have (i) a
material adverse effect on the Transaction or the rights or remedies of the
Agents or the Banks, or the ability of the Credit Parties to perform their
respective obligations to the Agents and the Banks or (ii) a Material Adverse
Effect.

         (b) On or prior to the Initial Borrowing Date, (i) all necessary
governmental (domestic and foreign), regulatory and third party approvals in
connection with the Credit Documents and otherwise referred to herein or therein
shall have been obtained and remain in full force and effect and evidence
thereof shall have been provided to the Administrative Agent and (ii) all
necessary material governmental (domestic and foreign) and third party approvals
in connection with any Existing Indebtedness which is to remain outstanding
after the Initial Borrowing Date and the consummation of the Transaction shall
have been obtained and remain in full force and effect and evidence thereof
shall have been provided to the Administrative Agent. Additionally, there shall
not exist any judgment, order, injunction or other restraint issued or filed
or a hearing seeking injunctive relief or other restraint pending or notified
prohibiting or imposing materially adverse conditions upon, or materially
delaying, or making economically unfeasible, the consummation of the Transac-
tion or the making of the Loans, the issuance of Letters of Credit or the
transactions contemplated by the Documents.

         5.11 Litigation. Except as disclosed on Schedule XI, on the Initial
Borrowing Date, no litigation by any entity (private or governmental) shall be
pending or threatened in writing with respect to (i) the Transaction or any
documentation executed in connection therewith (including any Credit Document)
or the transactions contemplated thereby or with respect to any Existing
Indebtedness or (ii) which either Agent shall reasonably determine would
reasonably be likely to have (x) a materially adverse effect on the Transaction
or on the rights or remedies of either Agent or the Banks, or on the ability of
the Credit Parties to perform their respective obligations hereunder to the
Agents and the Banks or (y) a Material Adverse Effect.

         5.12 Existing Indebtedness. On the Initial Borrowing Date and after
giving effect to the Transaction, neither Borrower nor any of its Subsidiaries
shall have any Preferred Stock or Indebtedness outstanding except for (i) the
Loans and Letters of Credit, (ii) Indebtedness of the Borrower in an aggregate
principal amount not to exceed $126,700,000 represented by the Existing 10-3/4%
Senior Subordinated Notes, (iii)


                                      -30-


<PAGE>


Attributable Receivables Facility Indebtedness, and (iv) certain intercompany
indebtedness and other indebtedness as is listed on Schedule VI (with the
Indebtedness described in this clause (iv) being herein called "Scheduled
Existing Indebtedness" and, together with the Indebtedness described in clauses
(ii) and (iii) above being herein called the "Existing Indebtedness"). On and as
of the Initial Borrowing Date, all of the Existing Indebtedness shall be
outstanding after giving effect to the Transaction and the other transactions
contemplated hereby without any default or event of default existing
thereunder or arising as a result of the Transaction and the other transactions
contemplated hereby (except to the extent amended or waived by the parties
thereto on terms and conditions reasonably satisfactory to the Agents and the
Required Banks), and there shall not be any amendments or modifications to the
Debt Agreements other than as requested or approved by the Agents or the
Required Banks.

         5.13 Pro Forma Balance Sheet; Financial Statements; Projections. (a) On
or prior to the Initial Borrowing Date, there shall have been delivered to the
Agents an unaudited pro forma consolidated balance sheet of the Borrower and
its Subsidiaries as of March 31, 1997 and after giving effect to the Transaction
as set forth in the Confidential Memorandum dated May 1997, prepared in
accordance with GAAP, together with (x) historical consolidated financial
statements of the Borrower and its Subsidiaries for the last fiscal quarter
ending before the Initial Borrowing Date and (y) audited historical consoli-
dated financial statements of the Borrower and its Subsidiaries for the three
fiscal years preceding such fiscal quarter referred to in foregoing clause (x).

         (b) On or prior to the Initial Borrowing Date there shall have been
delivered to the Agents detailed projected consolidated financial statements of
the Borrower and its Subsidiaries after giving effect to the Transaction, as set
forth in the Confidential Memorandum dated May 1997, for the period from April
1, 1997 to December 31, 2002 (the "Projections"), which Projections (x) shall
reflect the forecasted financial conditions and income and expenses of the
Borrower and its Subsidiaries after giving effect to the Transaction and (y)
shall be reasonably satisfactory in form and substance to the Agents.

         (c) The Administrative Agent and the Banks shall have received such
other calculations and pro forma financial data as shall be reasonably required
by the Agents in order for them to determine compliance with any applicable
covenants contained in the Existing 10-3/4% Senior Subordinated Note Indentures
and the other outstanding issues of Existing Indebtedness, all of which shall be
in form and substance reasonably satisfactory to the Agents and the Required
Banks.

         SECTION 6. Conditions Precedent to All Credit Events. The obligation of
each Bank to make Loans (including Loans made on the Initial Borrowing Date but
excluding Mandatory Borrowings made thereafter, which shall be made as provided
in Section 1.01(c)), and the obligation of an Issuing Bank to issue any Letter
of Credit is subject,


                                      -31-


<PAGE>


at the time of each such Credit Event (except as hereinafter indicated), to the
satisfaction of the following conditions:

         6.01 No Default; Representations and Warranties. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein or in any other Credit Document shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit Event (it
being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date). Without limiting the
foregoing, if the Administrative Agent, at the time of any Credit Event, has
reason to believe that the representation and warranty contained in Section
7.25(b) would not remain true and correct after giving effect thereto, the
respective Agent may, as a condition to the occurrence of such Credit Event,
require evidence (including without limitation an officer's certificate and/or
opinion of counsel) satisfactory to it establishing that the respective Credit
Event may be incurred without causing a violation of said Section 7.25(b).

         6.02 Adverse Change, etc. At the time of each such Credit Event and
also after giving effect thereto, nothing shall have occurred (and neither the
Agents nor the Banks shall have become aware of any facts or conditions not
previously known) which either Agent or the Required Banks shall determine (i)
has, or would reasonably be expected to have, a material adverse effect on the
rights or remedies of the Banks or either Agent, or on the ability of the
Borrower or any other Credit Party to perform its obligations to either Agent or
the Banks under this Agreement or any other Credit Document or (ii) has, or
would reasonably be expected to have, a Material Adverse Effect.

         6.03 Litigation. At the time of each such Credit Event and also after
giving effect thereto, no litigation by any entity (private or governmental)
shall be pending or threatened in writing with respect to this Agreement, any
other Document or any documentation executed in connection herewith or the
transactions contemplated hereby or thereby, or which the Administrative Agent
or the Required Banks shall reasonably determine would reasonably be expected to
have a Material Adverse Effect.

         6.04 Notice of Borrowing; Letter of Credit Request. (a) Prior to the
making of each Revolving Loan, the Administrative Agent shall have received a
Notice of Borrowing meeting the requirements of Section 1.03(a). Prior to the
making of any Swingline Loan, BTCo shall have received the notice required by
Section 1.03(b)(i).

         (b) Prior to the issuance of each Letter of Credit, the Administrative
Agent and the respective Issuing Bank shall have received a Letter of Credit
Request meeting the requirements of Section 2.03(a).


                                      -32-


<PAGE>


         6.05 Regulations U and G. If at any time any Margin Stock is pledged or
required to be pledged pursuant to the Pledge and Security Agreement, all
actions required to be taken pursuant to Section 8.17 shall have been taken to
the reasonable satisfaction of the Agents.

         The acceptance of the benefits or proceeds of each Credit Event shall
constitute a representation and warranty by the Borrower to each Agent and
each of the Banks that all the conditions specified in Section 5 and in this
Section 6 and applicable to such Credit Event exist as of that time. All of the
Notes, certificates, legal opinions and other documents and papers referred to
in Section 5 and in this Section 6, unless otherwise specified, shall be
delivered to the Administrative Agent at the Notice Office for the account of
each of the Banks and, except for the Notes, in sufficient counterparts or
copies for each of the Banks and shall be in form and substance reasonably
satisfactory to the Required Banks.

         SECTION 7. Representations and Warranties. In order to induce the Banks
to enter into this Agreement and to make the Loans, and issue (or participate
in) the Letters of Credit as provided herein, the Borrower makes the following
representations, warranties and agreements, in each case after giving effect to
the Transaction, all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans and issuance of the Letters
of Credit, with the occurrence of each Credit Event on or after the Initial
Borrowing Date being deemed to constitute a representation and warranty that the
matters specified in this Section 7 are true and correct in all material
respects on and as of the Initial Borrowing Date and on the date of each such
Credit Event (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required to be true
and correct in all material respects only as of such specified date).

         7.01 Corporate Status. The Borrower and each of its Subsidiaries (i) is
a duly organized and validly existing corporation in good standing under the
laws of the jurisdiction of its organization, (ii) has the corporate power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (iii) is duly qualified and
is authorized to do business and is in good standing in each jurisdiction where
the conduct of its business requires such qualifications except for failures to
be so qualified which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

         7.02 Corporate Power and Authority. Each Credit Party has the power and
authority to execute, deliver and perform the terms and provisions of each of
the Documents to which it is a party and has taken all necessary corporate
action to authorize the execution, delivery and performance by it of each of
such Documents. Each Credit Party has duly executed and delivered each of the
Documents to which it is a party, and each of such Documents constitutes the
legal, valid and binding obligation of such Credit


                                      -33-


<PAGE>


Party enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

         7.03 No Violation. Neither the execution, delivery or performance by
any Credit Party of the Documents to which it is a party, nor compliance by it
with the terms and provisions thereof, nor consummation of the transactions
contemplated therein (i) will contravene any material provision of any
applicable law, statute, rule or regulation or of any applicable order, writ,
injunction or decree of any court or governmental instrumentality, (ii) will
conflict or be inconsistent with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
Lien (except pursuant to the Credit Documents) upon any of the material
properties or assets of the Borrower or any of its Subsidiaries pursuant to the
terms of any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument, to which the
Borrower or any of its Subsidiaries is a party or by which it or any of its
material property or assets is bound or to which it may be subject (including,
without limitation, the Existing 10-3/4% Senior Subordinated Note Indentures),
provided that no representation or warranty is made hereunder in respect of such
agreements referred to in this clause (ii) relating to Indebtedness in an
aggregate amount not to exceed $10,000,000 for all such agreements, or (iii)
will violate any provision of the certificate of incorporation or by-laws (or
equivalent organizational documents) of the Borrower or any of its Subsidiaries.

         7.04 Governmental Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made prior to the date when required and which
remain in full force and effect), or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (i) the Transaction, (ii) the execution, delivery
and performance of any Document or (iii) the legality, validity, binding effect
or enforceability of any such Document.

         7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) (i) The consolidated statements of financial
condition of the Borrower and its Subsidiaries at December 31, 1996 and the
related consolidated statements of income and cash flow and changes in
shareholders' equity of the Borrower and its Subsidiaries for the fiscal year
ended on such date, and furnished to the Banks prior to the Initial Borrowing
Date, and (ii) the consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of the fiscal quarter of the Borrower ended March 31,
1997, and the related consolidated statements of earnings, shareholder's
equity and cash flows of the Borrower and its Subsidiaries for such quarterly
periods, and furnished to the Banks prior to the Initial Borrowing Date, in each
case, present fairly in all material respects the financial condition


                                      -34-


<PAGE>


of the Borrower and its Subsidiaries at the date of such statements of financial
condition and the results of the operations of the Borrower and its Subsidiaries
for the respective fiscal year or fiscal quarter, as the case may be (subject,
in the case of unaudited financial statements, to normal year-end
adjustments). All such financial statements have been prepared in accordance
with GAAP and practices consistently applied, except, in the case of the
quarterly and monthly statements, for the omission of footnotes, and certain
reclassifications and ordinary end of period adjustments and accruals (all of
which are of a recurring nature and none of which individually, or in the
aggregate, would be material).

         (b) After giving effect to the Transaction, since March 31, 1997, there
has been no material adverse change in the business, operations, property,
assets, liabilities, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole.

         (c) On and as of the Initial Borrowing Date, after giving effect to the
Transaction and to all Indebtedness (including the Loans) being incurred or
assumed, and Liens created by each Credit Party in connection therewith, (x) the
sum of the assets, at a fair valuation, of the Borrower, individually, and the
Borrower and its Subsidiaries (each of the foregoing, as to itself or as to
itself and its Subsidiaries, a "Solvent Entity") will exceed its or their debts;
(y) each Solvent Entity has not incurred and does not intend to incur, nor
believes that it will incur, debts beyond its ability to pay such debts as such
debts mature; and (z) each Solvent Entity will have sufficient capital with
which to conduct its business. For purposes of this Section 7.05(c), "debt"
means any liability on a claim, and "claim" means (i) right to payment, whether
or not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii)
right to an equitable remedy for breach of performance if such breach gives rise
to a payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, secured or unsecured.

         (d) On and as of the Initial Borrowing Date, the Projections set forth
on Schedule IV hereto, which have been delivered to the Agents and the Banks
prior to the Initial Borrowing Date, are based on good faith estimates and
assumptions made by management of the Borrower and there are no statements or
conclusions in any of the Projections which are based upon or include
information known to the executive officers of the Borrower to be misleading or
which fail to take into account material information regarding the matters
reported therein.

         7.06 Litigation. There are no actions, suits or proceedings pending or
threatened in writing (excluding actions, suits or proceedings under
Environmental Laws, which matters are covered in Section 7.19) (i) with respect
to any Credit Document or (ii) that would reasonably be expected to have a
Material Adverse Effect.


                                      -35-


<PAGE>


         7.07 True and Complete Disclosure. All factual information (taken as a
whole) furnished by or on behalf of the Borrower or any of its Subsidiaries in
writing to the Agents or any Bank (including, without limitation, all
information contained in the Documents) for purposes of or in connection with
this Agreement, the other Documents or any transaction contemplated herein or
therein is, and all other such information (taken as a whole) hereafter
furnished by or on behalf of any such Person in writing to the Agents or any
Bank will be, true and accurate in all material respects on the date as of which
such information is dated or certified and not incomplete by omitting to state
any material fact necessary to make such information (taken as a whole) not
misleading at such time in light of the circumstances under which such
information was provided.

         7.08 Use of Proceeds; Margin Regulations. (a) Proceeds of Revolving
Loans shall be used by the Borrower on the Initial Borrowing Date to effect the
Refinancing and to pay fees and expenses relating to the Transaction. All other
proceeds of Loans incurred on and after the Initial Borrowing Date pursuant to
this Agreement shall be used for the Borrower's and its Subsidiaries' ongoing
working capital requirements and general corporate purposes (including, to
effect Permitted Acquisitions and to make investments in Unrestricted
Subsidiaries, in each case to the extent permitted by this Agreement).

         (b) The value of the Margin Stock at any time owned by the Borrower and
its Subsidiaries (excluding any Margin Stock acquired pursuant to a Two-Step
Permitted Acquisition which, at the time this representation is made, continues
to constitute Margin Stock that is pledged at such time pursuant to the Pledge
and Security Agreement) does not exceed 25% of the value of the assets of the
Borrower and its Subsidiaries taken as a whole. Neither the making of any Loan
nor the use of the proceeds thereof nor the occurrence of any other Credit Event
will violate or be inconsistent with the provisions of Regulation G, T, U or X
of the Board of Governors of the Federal Reserve System.

         7.09 Tax Returns and Payments. (a) Each of the Borrower and its
Subsidiaries have timely filed or caused to be timely filed, on the due dates
thereof or within applicable grace periods (inclusive of any permitted
extensions), with the appropriate taxing authority, all Federal, material state
and other material returns, statements, forms and reports for taxes (the
"Returns") required to be filed by or with respect to the income, properties or
operations of the Borrower and its Subsidiaries. The Returns accurately reflect
all material liability for taxes of the Borrower and its Subsidiaries for the
periods covered thereby. Each of the Borrower and its Subsidiaries have paid all
material taxes payable by them other than taxes which are not due and payable,
and other than those contested in good faith by appropriate proceedings and
for which adequate reserves have been established in accordance with GAAP. As of
the Initial Borrowing Date, there is no action, suit, proceeding, investigation,
audit, or claim now pending or, to the knowledge of the Borrower, threatened by
any authority regarding any material taxes relating to the Borrower or any of
its Subsidiaries. As of the Initial Borrowing Date, neither the Borrower nor any
of its Subsidiaries has entered into an agreement or waiver or been requested to
enter into


                                      -36-


<PAGE>


an agreement or waiver extending any statute of limitations relating to the
payment or collection of taxes of the Borrower or its Subsidiaries, or is
aware of any circumstances that would cause the taxable years or other taxable
periods of the Borrower or any of its Subsidiaries not to be subject to the
normally applicable statute of limitations. Neither the Borrower nor any of its
Subsidiaries has provided, with respect to themselves or property held by them,
any consent under Section 341 of the Code. Neither the Borrower nor any of its
Subsidiaries has incurred, or will incur, any material tax liability in
connection with the Transaction. Additionally, all of the foregoing
representations are true and correct as to all Unrestricted Subsidiaries of the
Borrower (to the same extent they were to Restricted Subsidiaries) except to the
extent any and all failures to be true and correct would not reasonably be
expected to have a Material Adverse Effect.

         7.10 Compliance with ERISA. Except to the extent that any breach,
noncompliance, failure or inaccuracy, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect:

                   (a) Except as set forth on Schedule XIII, each Plan is in
         substantial compliance with the applicable provisions of ERISA and the
         Code; no Reportable Event has occurred with respect to a Plan; no Plan
         or Multiemployer Plan is insolvent or in reorganization. Except as
         discussed on Schedule XIII hereto, no Plan has an Unfunded Current
         Liability; no Plan has an accumulated or waived funding deficiency or
         has applied for an extension of any amortization period within the
         meaning of Section 412 of the Code; all contributions required to be
         made by the Borrower or any Subsidiary or any ERISA Affiliate with
         respect to each Plan, each Multiemployer Plan and each Foreign Pension
         Plan have been timely made or accrued or otherwise properly reserved on
         the Borrower's or such Subsidiary's balance sheet; neither the Borrower
         nor any of its Subsidiaries nor any ERISA Affiliate has incurred any
         liability to or on account of any Plan or Multiemployer Plan pursuant
         to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204
         or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the Code
         or reasonably expects to incur any liability (including any indirect,
         contingent, or secondary liability) under any of the foregoing Sections
         with respect to any Plan or Multiemployer Plan; no proceedings have
         been instituted to terminate or appoint a trustee to administer any
         Plan under Section 4042 of ERISA; no condition exists which presents a
         material risk to the Borrower or any of its Subsidiaries or any ERISA
         Affiliate of liability to or on account of any Plan or, to the best
         knowledge of the Borrower, any Multiemployer Plan pursuant to the
         foregoing provisions of ERISA and the Code; no lien imposed under the
         Code or ERISA on the assets of the Borrower or any of its Subsidiaries
         or, to the best knowledge of the Borrower, any ERISA Affiliate exists
         or is reasonably likely to arise on account of any Plan or
         Multiemployer Plan; and the Borrower and its Subsidiaries do not
         maintain or contribute to any employee welfare benefit plan (as defined
         in Section 3(1) of ERISA) which provides benefits to retired employees
         or other former employees


                                      -37-


<PAGE>


         (other than as required by Section 601 of ERISA) or any Plan the
         obligations with respect to which would reasonably be expected to have
         a Material Adverse Effect on the ability of the Borrower to perform its
         obligations under this Agreement.

                   (b) Each Foreign Pension Plan has been maintained in
         substantial compliance with its terms and with the requirements of
         any and all applicable laws, statutes, rules, regulations and orders
         and has been maintained, where required, in good standing with
         applicable regulatory authorities. Neither the Borrower nor any of its
         Subsidiaries has incurred any liability in connection with the
         termination of or withdrawal from any Foreign Pension Plan that has not
         been accrued or otherwise properly reserved on the Borrower's or such
         Subsidiary's balance sheet. With respect to each Foreign Pension Plan
         that is required by applicable local law or by its terms to be funded
         through a separate funding vehicle, the present value of the accrued
         benefit liabilities (whether or not vested) under each such Foreign
         Pension Plan, determined as of the latest valuation date for such
         Foreign Pension Plan on the basis of actuarial assumptions, each of
         which is reasonable, did not exceed the current value of the assets of
         such Foreign Pension Plan allocable to such benefit liabilities by an
         amount which, when added to the aggregate amount of the accrued benefit
         liabilities with respect to all other foreign pension plans, is in
         excess of $5,000,000.

         7.11 Pledge and Security Agreement. The security interests created in
favor of the Collateral Agent, as Pledgee, for the benefit of the Secured
Creditors under the Pledge and Security Agreement constitute first priority
perfected security interests in the Pledged Securities described in the Pledge
and Security Agreement, subject to no security interests of any other Person.
No filings or recordings (other than the filing of Form UCC-1 financing
statements or the appropriate equivalent, which filing, if this representation
is being made more than 10 days after the Initial Borrowing Date, has been made)
are required in order to perfect (or maintain the perfection or priority of) the
security interests created in the Pledged Securities or the proceeds thereof
under the Pledge and Security Agreement.

         7.12 Representations and Warranties in Documents. All representations
and warranties by the Borrower and its Subsidiaries set forth in the other
Documents were true and correct in all material respects at the time as of which
such representations and warranties were made (or deemed made) and shall be true
and correct in all material respects as of the Initial Borrowing Date as if such
representations or warranties were made on and as of such date, unless stated to
relate to a specific earlier date, in which case such representations or
warranties shall be true and correct in all material respects as of such earlier
date.

         7.13 Properties. The Borrower and each of its Subsidiaries have good
and marketable title to, or a validly subsisting leasehold interest in, all
material properties


                                      -38-


<PAGE>


owned or leased by them, including all property reflected in the balance sheets
referred to in Section 7.05(a) and in the pro forma balance sheet referred to in
Section 5.13 (except as sold or otherwise disposed of since the respective dates
of such balance sheets in the ordinary course of business or as otherwise
permitted by this Agreement), free and clear of all Liens, other than (i) as
referred to in the balance sheets or in the notes thereto or (ii) Permitted
Liens.

         7.14 Capitalization. On June 3, 1997, the authorized capital stock of
the Borrower consisted of (i) 50,000,000 shares of common stock, $.01 par value
per share (such authorized shares of common stock, together with any
subsequently authorized shares of common stock of the Borrower, the "Borrower
Common Stock"), of which 16,762,089 shares were issued and outstanding, (ii)
2,500,000 shares of Class B Stock, $.01 par value per share (such authorized
shares of Class B Stock, the "Borrower Class B Stock"), of which 1,738,692
shares were issued and outstanding and (iii) 10,000,000 shares of preferred
stock (250,000 shares of which are designated Series A Junior Preferred Stock),
none of which were issued and outstanding (such authorized shares of preferred
stock the "Borrower Preferred Stock"). All such outstanding shares have been
duly and validly issued, are fully paid and nonassessable and free of preemptive
rights. As of the Initial Borrowing Date, the Borrower does not have outstanding
any securities convertible into or exchangeable for its capital stock or
outstanding any rights to subscribe for or to purchase, or any options for the
purchase of, or any agreement providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock, other than as described in the Registration Statement.

         7.15 Subsidiaries. On and as of the Initial Borrowing Date and after
giving effect to the Transaction, the Borrower has no Subsidiaries other than
those Subsidiaries listed on Schedule V. Schedule V correctly sets forth, as of
the Initial Borrowing Date and after giving effect to the Transaction, the
percentage ownership (direct and indirect) of the Borrower in each class of
capital stock or other equity interests of each of its Subsidiaries and also
identifies the direct owner thereof. All outstanding shares of capital stock of
each Subsidiary of the Borrower have been duly and validly issued, are fully
paid and nonassessable and have been issued free of preemptive rights. No
Subsidiary of the Borrower has outstanding any securities convertible into or
exchangeable for its capital stock or outstanding any right to subscribe for
or to purchase, or any options or warrants for the purchase of, or any agreement
providing for the issuance (contingent or otherwise) of or any calls,
commitments or claims of any character relating to, its capital stock or any
stock appreciation or similar rights.

         7.16 Compliance with Statutes, etc. The Borrower and each of its
Subsidiaries are in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (excluding applicable statutes, regulations, orders and
restrictions relating to environmental standards and


                                      -39-


<PAGE>


controls, which matters are covered under Section 7.19), except such
noncompliances as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         7.17 Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of
1940, as amended.

         7.18 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" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

         7.19 Environmental Matters. Except for such failures and noncompliances
of the types described herein, which individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect:

                   (a) the Borrower and each of its Subsidiaries is in
         compliance with all applicable Environmental Laws and neither the
         Borrower nor any of its Subsidiaries is liable for any material
         penalties, fines, or forfeitures for failure to comply with any of the
         foregoing, and the requirements of any permits issued under such
         Environmental Laws; there are no pending or, to the knowledge of the
         Borrower, threatened Environmental Claims against the Borrower or any
         of its Subsidiaries or any Real Property owned or operated by the
         Borrower or any of its Subsidiaries; and there are no facts,
         circumstances, conditions or occurrences on any Real Property at any
         time owned or operated by the Borrower or any of its Subsidiaries or,
         to the knowledge of the Borrower, on any property adjoining or in the
         vicinity of any such Real Property that would reasonably be expected
         (i) to form the basis of an Environmental Claim against the Borrower or
         any of its Subsidiaries or any Real Property currently owned or
         operated by the Borrower or any of its Subsidiaries, or (ii) to cause
         any such currently owned Real Property to be subject to any
         restrictions on the ownership, occupancy, use or transferability of
         such Real Property by the Borrower or any of its Subsidiaries under any
         applicable Environmental Law; and

                   (b) the Borrower and its Subsidiaries have not at any time
         generated, used, treated or stored Hazardous Materials on, or
         transported Hazardous Materials to or from, or Released Hazardous
         Materials on or from any Real Property owned or operated by the
         Borrower or any of its Subsidiaries except in compliance with all
         applicable Environmental Laws and in connection with the operation, use
         or maintenance of any such Real Property by the Borrower's or such
         Subsidiary's business. Notwithstanding anything to the contrary
         contained above, to the extent the


                                      -40-


<PAGE>


         representation and warranty contained in this Section 7.19 relates to
         any Subsidiary of the Borrower for any period prior to the acquisition
         thereof by the Borrower pursuant to a Permitted Acquisition, such
         representation and warranty is made to the best knowledge of the
         Borrower.

The Banks acknowledge that the Borrower has disclosed certain material
environmental matters relating to the Borrower and its Subsidiaries in reports
filed with the SEC under the Securities Act and/or the Exchange Act (including,
without limitation, the Registration Statement).

         7.20 Labor Relations. Neither the Borrower nor any of its Subsidiaries
is engaged in any unfair labor practice that would reasonably be expected to
have a Material Adverse Effect. There is (i) no unfair labor practice complaint
pending or, to the knowledge of the Borrower, threatened against the Borrower or
any of its Subsidiaries before the National Labor Relations Board and no
material grievance or material arbitration proceeding arising out of or under
any collective bargaining agreement is so pending or, to the knowledge of the
Borrower, threatened against the Borrower or any of its Subsidiaries, (ii) no
strike, labor dispute, slowdown or stoppage is pending or, to the knowledge of
the Borrower, threatened against the Borrower or any of its Subsidiaries and
(iii) no union representation question exists with respect to the employees of
the Borrower or any of its Subsidiaries, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as would not reasonably be expected to have a Material Adverse
Effect.

         7.21 Patents, Licenses, Franchises and Formulas. Each of the Borrower
and each of its Subsidiaries owns all patents, trademarks, permits, service
marks, trade names, copyrights, licenses, franchises and formulas, or rights
with respect to the foregoing, and has obtained assignments of all leases and
other rights of whatever nature, reasonably necessary for the present conduct
of its business, without any known conflict with the rights of others which, or
the failure to own or obtain which, as the case may be, would be reasonably
likely to result in a Material Adverse Effect.

         7.22 Indebtedness. Schedule VI sets forth a true and complete list of
all Indebtedness (exclusive of (x) Indebtedness pursuant to this Agreement, (y)
the Existing 10-3/4% Senior Subordinated Notes and (z) Attributable Receivables
Facility Indebtedness) of the Borrower and its Subsidiaries as of the Initial
Borrowing Date and which is to remain outstanding after giving effect to the
Transaction and the incurrence of Loans on such date, in each case showing the
aggregate principal amount thereof (and the aggregate amount of any undrawn
commitments with respect thereto) and the name of the respective borrower and
any other entity which directly or indirectly guaranteed such debt.

         7.23 Transaction. At the time of consummation thereof, the Transaction
shall have been consummated in accordance with the terms of the Documents and
all appli-


                                      -41-


<PAGE>


cable laws. At the time of consummation thereof, all consents and approvals of,
and filings and registrations with, and all other actions in respect of, all
governmental agencies, authorities or instrumentalities required in order to
make or consummate the Transaction in accordance with the terms of the Documents
and all applicable laws have been obtained, given, filed or taken and are or
will be in full force and effect (or effective judicial relief with respect
thereto has been obtained). Additionally, there does not exist any judgment,
order or injunction prohibiting or imposing material adverse conditions upon the
consummation of the Transaction, the occurrence of any Credit Event, or the
performance by any Credit Party of its obligations under the Documents and all
applicable laws.

         7.24 Insurance. Set forth on Schedule VII hereto is a true, correct and
complete summary of all material insurance carried by each Credit Party on and
as of the Initial Borrowing Date, with the amounts insured set forth therein.

         7.25 Treatment of Certain Extensions of Credit Under Indentures. (a)
From and after the Initial Borrowing Date, this Agreement (as same may be
amended, modified or supplemented from time to time) constitutes the "New Credit
Agreement" under, and as defined in, the Existing 10-3/4% Senior Subordinated
Note Indenture, dated as of August 1, 1993, and the "Credit Agreement" under,
and as defined in, the Existing 10-3/4% Senior Subordinated Note Indenture,
dated as of April 15, 1994. All Obligations pursuant to this Agreement
constitute "Senior Indebtedness" and "Designated Senior Indebtedness" under, and
as defined in, the Existing 10-3/4% Senior Subordinated Note Indentures and are
entitled to the benefits of the subordination provisions contained in Article 10
of the Existing 10-3/4% Senior Subordinated Note Indentures.

         (b) The Borrower represents and warrants to the Banks that (x) on the
date of each Credit Event (after giving effect to the extension of credit to
occur on such date), if the aggregate principal amount of outstanding Loans and
Letter of Credit Outstandings would exceed $75,000,000, then, after giving
effect to the respective Credit Event, such Credit Event would be permitted
pursuant to the first paragraph of Section 4.9 of the Existing 10-3/4% Senior
Subordinated Notes Indentures (and that the Borrower's Fixed Charge Coverage
Ratio referred to therein would be at least equal to 2.25 to 1 after giving
effect thereto) and (y) each incurrence of Loans and issuance of any Letter of
Credit shall not be prohibited pursuant to the terms of either of the Existing
10-3/4% Senior Subordinated Notes Indentures and any such incurrence of
Indebtedness shall constitute "Senior Indebtedness" and "Designated Senior
Indebtedness" thereunder. This Section 7.25(b) shall cease to be of further
force or effect at such time as all Existing 10-3/4% Senior Subordinated Notes
have been repaid in full (or fully defeased) and the provisions of Section 4.9
of the Existing 10-3/4% Senior Subordinated Notes Indentures are no longer
effective.

         7.26 Special Purpose Corporation. The Receivables Subsidiary was formed
for the purpose of purchasing, and receiving contributions of, receivables from
any Subsidiary Guarantor, and selling such receivables to, or obtaining secured
loans from, the


                                      -42-


<PAGE>


Receivables Purchasers (or to the Master Trust created pursuant to the
Receivables Facility), pursuant to the Receivables Facility and except in
connection with the foregoing (and activities reasonably incidental thereto),
the Receivables Subsidiary engages in no business activities and has no
significant assets or liabilities and shall in no event purchase receivables
from any Unrestricted Subsidiary.

         SECTION 8. Affirmative Covenants. The Borrower hereby covenants and
agrees that on and after the Initial Borrowing Date and until the Total
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder and thereunder, are paid in full:

         8.01 Information Covenants. The Borrower will furnish to the
Administrative Agent (with sufficient copies for all the Banks), and the
Administrative Agent will promptly forward to each Bank:

                   (a) Monthly Reports. Within 35 days after the end of each
         calendar month of the Borrower (or within 45 days after the end of the
         last month of each fiscal year), the consolidated balance sheet of the
         Borrower and its Subsidiaries as at the end of such month and the
         related consolidated statement of income for such calendar month and
         the elapsed portion of the calendar year ended with the last day of
         such month, in each case setting forth comparative figures for the
         corresponding month in the prior calendar year, subject to normal
         year-end audit adjustments and the absence of footnotes.

                   (b) Quarterly Financial Statements. As soon as available and
         in any event within 50 days after the close of each of the first three
         quarterly accounting periods in each fiscal year, the consolidated
         balance sheet of the Borrower and its Subsidiaries as at the end of
         such quarterly period and the related consolidated statements of income
         and retained earnings and cash flows (and, in the case of each direct
         Wholly-Owned Subsidiary of the Borrower, a consolidating statement of
         income of such Person through and including "EBIT" of such Person) for
         such quarterly period and for the elapsed portion of the fiscal year
         ended with the last day of such quarterly period and setting forth
         comparative figures for the related periods in the prior fiscal year
         and the budgeted figures for such quarterly period as set forth in the
         respective budget delivered pursuant to Section 8.01(e) and (iii)
         management's discussion and analysis of the important operational and
         financial developments during such quarterly period; provided that
         for any quarterly accounting period during which the Borrower is a
         Reporting Company under the Exchange Act, the furnishing of (x) the
         Borrower's Form 10-Q Report filed with the SEC for such quarterly
         accounting period, (y) the consolidating income statements required
         above and (z) a comparison of actual results to budgeted figures as
         required above, shall satisfy the requirements of this Section 8.01(b)
         for the respective fiscal quarter, all


                                      -43-


<PAGE>


         of which shall be certified by an Authorized Representative of the
         Borrower, subject to normal year-end audit adjustments and the absence
         of footnotes.

                   (c) Annual Financial Statements. Within 95 days after the
         close of each fiscal year, the consolidated balance sheet of the
         Borrower and its Subsidiaries as at the end of such fiscal year and the
         related consolidated statements of income and retained earnings and of
         cash flows (and, in the case of each direct Wholly-Owned Subsidiary of
         the Borrower, a consolidating statement of income of such Person
         through and including "EBIT" of such Person) for such fiscal year
         setting forth comparative figures for the preceding fiscal year and
         certified, in the case of the consolidated statements, by Deloitte &
         Touche LLP or such other independent certified public accountants of
         recognized national standing reasonably acceptable to the
         Administrative Agent, together with a report of such accounting firm
         stating that in the course of its regular audit of the financial
         statements of the Borrower and its Subsidiaries, which audit was
         conducted in accordance with generally accepted auditing standards,
         such accounting firm obtained no knowledge of any Default or Event of
         Default which has occurred and is continuing or, if in the opinion of
         such accounting firm such a Default or Event of Default with respect to
         the covenants set forth in Sections 9.02 through 9.15, inclusive, has
         occurred and is continuing, a statement as to the nature thereof and
         (iii) management's discussion and analysis of the important operational
         and financial developments during such fiscal year; provided that for
         any fiscal year for which the Borrower is a Reporting Company under the
         Exchange Act, the furnishing of (x) the Borrower's Form 10-K Report
         filed with the SEC for such annual accounting period, and (y) the
         consolidating income statements required above, shall satisfy the
         requirements of this Section 8.01(c) for the respective fiscal year.

                   (d) Management Letters. Promptly after the receipt thereof by
         the Borrower or any of its Subsidiaries, a copy of any "management
         letter" received by such Person from their certified public accountants
         and the management's non-privileged responses thereto.

                   (e) Budgets. No later than 90 days (or earlier, if available)
         following the commencement of the first day of each fiscal year, a
         budget in form satisfactory to the Administrative Agent (including
         budgeted statements of income and sources and uses of cash and balance
         sheets) prepared by the Borrower for (x) each of the four fiscal
         quarters of such fiscal year prepared in reasonable detail and (y) each
         of the four fiscal years immediately following such fiscal year
         prepared in summary form, in each case, on a consolidated basis, for
         the Borrower and its Subsidiaries (and on a consolidating basis, for
         each direct Wholly-Owned Subsidiary of the Borrower.)

                   (f) Officer's Certificates. At the time of the delivery of
         the financial statements provided for in Section 8.01(a), (b) and
         (c), a certificate of an Authorized


                                      -44-


<PAGE>


         Representative of the Borrower to the effect that, to the best of such
         Authorized Representative's knowledge, no Default or Event of Default
         has occurred and is continuing or, if any Default or Event of Default
         has occurred and is continuing, specifying the nature and extent
         thereof, which certificate shall, in the case of any such financial
         statements delivered in respect of a period ending on the last day of a
         fiscal quarter or year of the Borrower, (x) set forth the calculations
         required to establish whether the Credit Parties were in compliance
         with the provisions of Sections 3.03, 4.02, 9.02, 9.03, 9.04, 9.05
         and 9.07 through 9.09, inclusive, at the end of such fiscal quarter or
         year, as the case may be, and (y) set forth the calculation of the
         Leverage Ratio, the amount of the Available Basket Amount at the end of
         the period covered by such financial statements, and all sources and
         uses of proceeds relating to the calculations thereof changing during
         the period covered by such statements.

                   (g) Notice of Default or Litigation. As soon as practicable,
         and in any event within five Business Days after an executive officer
         of the Borrower obtains actual knowledge thereof, notice of (i) the
         occurrence of any event which constitutes a Default or an Event of
         Default, (ii) any litigation or governmental investigation or
         proceeding pending or threatened in writing (x) against the Borrower or
         any of its Subsidiaries which would reasonably be expected to have a
         Material Adverse Effect, (y) with respect to any material Indebtedness
         of the Borrower or any of its Subsidiaries taken as a whole or (z) with
         respect to any Document and (iii) any other event which would
         reasonably be expected to have a Material Adverse Effect.

                   (h) Other Reports and Filings. As soon as practicable, and in
         any event within 5 Business Days after the filing or delivery thereof,
         as the case may be, copies of all financial information, proxy
         materials and other information and reports, if any, which the Borrower
         or any of its Subsidiaries shall file with the Securities and Exchange
         Commission or any successor thereto (the "SEC") and copies of all
         notices and reports which the Borrower or any of its Subsidiaries shall
         deliver to holders of its Indebtedness pursuant to the terms of the
         documentation governing such Indebtedness (or any trustee, agent or
         other representative therefor).

                   (i) Environmental Matters. As soon as practicable, and in any
         event within 20 Business Days after an executive officer of the
         Borrower obtains actual knowledge thereof, notice of any of the
         following environmental matters, unless such environmental matters
         would not, individually or when aggregated with all other such
         environmental matters, be reasonably expected to (x) have a Material
         Adverse Effect or (y) result in a remedial cost to the Borrower or any
         of its Subsidiaries in excess of $5,000,000:


                                      -45-


<PAGE>


                             (i) any pending or threatened Environmental Claim
                   against the Borrower or any of its Subsidiaries or any Real
                   Property owned or operated by the Borrower or any of its
                   Subsidiaries;

                             (ii) any condition or occurrence after the Initial
                   Borrowing Date on or arising from any Real Property owned or
                   operated by the Borrower or any of its Subsidiaries that (a)
                   results in noncompliance by the Borrower or any of its
                   Subsidiaries with any applicable Environmental Law or (b)
                   would reasonably be expected to form the basis of an
                   Environmental Claim against the Borrower or any of its
                   Subsidiaries or any such Real Property;

                             (iii) any condition or occurrence on any Real
                   Property owned or operated by the Borrower or any of its
                   Subsidiaries that would reasonably be expected to cause such
                   Real Property to be subject to any restrictions on the
                   ownership, occupancy, use or transferability by the Borrower
                   or any of its Subsidiaries of such Real Property under any
                   Environmental Law; and

                             (iv) the taking of any removal or remedial action
                   in response to the actual or alleged presence of any
                   Hazardous Material on any Real Property owned or operated the
                   Borrower or any of its Subsidiaries as required by any
                   Environmental Law or any governmental or other adminis-
                   trative agency.

         All such notices shall describe in reasonable detail, to the extent
         known at such time upon diligent inquiry, the nature of the claim,
         investigation, condition, occurrence or removal or remedial action,
         and, the Borrower's or such Subsidiary's response or proposed response
         thereto. In addition, the Borrower will provide the Administrative
         Agent with copies of all material communications regarding matters
         reasonably likely to result in environmental liabilities in excess of
         $5,000,000 between the Borrower or any of its Subsidiaries and any
         government or governmental agency relating to Environmental Laws, all
         communications regarding matters reasonably likely to result in
         environmental liabilities in excess of $5,000,000 between the Borrower
         or any of its Subsidiaries and any Person (other than its attorneys)
         relating to Environmental Claims, and such non-privileged detailed
         reports of any Environmental Claim as may be requested by the
         Administrative Agent or the Required Banks.

                   (j) Annual Meetings with Banks. At the request of the
         Administrative Agent, the Borrower shall within 120 days after the
         close of each fiscal year of the Borrower hold a meeting (at a mutually
         agreeable location and time) with all of the Banks at which meeting
         shall be reviewed the financial results of the previous fiscal year and
         the financial condition of the Borrower and its Subsidiaries and the
         budgets presented for the current fiscal year of the Borrower and its
         Subsidiaries.


                                      -46-


<PAGE>


                   (k) Indenture Calculations. So long as any Existing 10-3/4%
         Senior Subordinated Notes are outstanding, at the time of the delivery
         of the financial statements provided for in Section 8.01(b) or (c), a
         certificate of the chief financial officer or treasurer of the Borrower
         containing calculations required to establish the Fixed Charge Coverage
         Ratio (as such term is defined in the Existing 10-3/4% Senior
         Subordinated Note Indentures) and showing the maximum amount of Loans
         which may be incurred by the Borrower under this Agreement during the
         following fiscal quarter while remaining in compliance with the first
         paragraph of Section 4.9 of the Existing 10-3/4% Senior Subordinated
         Note Indentures, in each case as determined on the last day of the
         immediately preceding fiscal quarter (and on a Pro Forma Basis, in
         accordance with the relevant requirements of the Existing 10-3/4%
         Senior Subordinated Note Indentures).

                   (l) Other Information. From time to time, such other
         information or documents (financial or otherwise) with respect to the
         Borrower or its Subsidiaries as the Administrative Agent or any Bank
         (through the Administrative Agent) may reasonably request.

         8.02 Books, Records and Inspections. The Borrower will, and will cause
each of its Subsidiaries to, keep proper books of record and account in which
full, true and correct entries in conformity with GAAP in all material respects
and all requirements of law shall be made of all dealings and transactions in
relation to its business and activities. The Borrower will, and will cause each
of its Subsidiaries to, permit officers and designated representatives of the
Administrative Agent or any Bank to visit and inspect, at the Administrative
Agent's or such other Bank's own expense, as the case may be (or, if a Default
or Event of Default is in existence, at the Borrower's expense), during regular
business hours, upon reasonable advance notice and under guidance of officers
of the Borrower or such Subsidiary, any of the properties of the Borrower and
any of its Subsidiaries, and to examine the books of account of the Borrower and
any of its Subsidiaries and discuss the affairs, finances and accounts of the
Borrower and any of its Subsidiaries with, and be advised as to the same by, its
and their officers and independent accountants, all at such reasonable times
and intervals and to any reasonable extent as the Administrative Agent or any
Bank may reasonably request.

         8.03 Maintenance of Property; Insurance. (a) The Borrower will, and
will cause each of its Subsidiaries to (i) keep all property necessary in its
business in good working order and condition (ordinary wear and tear excepted),
(ii) maintain, with financially sound and reputable insurance companies,
insurance on all its property in at least such amounts and against at least such
risks as is consistent and in accordance with industry practice or past
practices of the Borrower as in effect as on the Effective Date and (iii)
furnish to the Administrative Agent and each Bank, upon written request, full
information as to the insurance carried. In addition to the requirements of the
immediately preceding sentence, the Borrower will at all times cause insurance
of the types described in Schedule


                                      -47-


<PAGE>


VII to be maintained (with the same scope of coverage as that described in
Schedule VII) at levels which are at least as great as the respective amount
described opposite the respective type of insurance on Schedule VII under the
column headed "Minimum Amount Required to be Maintained." Such insurance shall
include physical damage insurance on all real and personal property (whether now
owned or hereafter acquired) on an all risk basis, covering the full repair and
replacement costs of all such property and business interruption insurance for
the actual loss sustained.

         (b) The Borrower will, and will cause each of its Subsidiaries to, at
all times keep the respective property insured.

         (c) If the Borrower or any of its Subsidiaries shall fail to maintain
all insurance in accordance with this Section 8.03, the Administrative Agent
shall have the right (but shall be under no obligation) after giving notice to
the Borrower (but not requiring any consent from the Borrower) to procure such
insurance and the Credit Parties agree to jointly and severally reimburse the
Administrative Agent for all reasonable costs and expenses of procuring such
insurance.

         8.04 Corporate Franchises. The Borrower will, and will cause each of
its Subsidiaries to, do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence and its material rights,
franchises, licenses and patents; provided, however, that nothing in this
Section 8.04 shall prevent (i) transactions permitted in accordance with the
applicable requirements of Section 9.02 or (ii) the withdrawal by the Borrower
or any of its Subsidiaries of its qualification as a foreign corporation in any
jurisdiction where such withdrawal would not reasonably be expected to have a
Material Adverse Effect.

         8.05 Compliance with Statutes, etc. The Borrower will, and will cause
each of its Subsidiaries to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property, except such noncompliances as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

         8.06 Compliance with Environmental Laws. The Borrower will comply, and
will cause each of its Subsidiaries to comply, in all material respects with all
Environmental Laws applicable to the ownership or use of its Real Property now
or hereafter owned or operated by the Borrower or any of its Subsidiaries,
will pay or cause to be paid all costs and expenses incurred in connection with
such compliance, and will keep or cause to be kept all such Real Property free
and clear of any Liens imposed pursuant to such Environmental Laws. Neither the
Borrower nor any of its Subsidiaries will generate, use, treat, store, Release
or dispose of, or permit the generation, use, treatment, storage, Release or
disposal of Hazardous Materials on any Real Property now or hereafter owned


                                      -48-


<PAGE>


or operated by the Borrower or any of its Subsidiaries, or transport or permit
the transportation of Hazardous Materials to or from any such Real Property
except for Hazardous Materials used or stored at any such Real Properties in
compliance (excluding non-compliance which, individually and in the aggregate
would not reasonably be expected to have a Material Adverse Effect) with all
applicable Environmental Laws and reasonably required in connection with the
business of the Borrower and its Subsidiaries or the operation, use and
maintenance of any such Real Property.

         8.07 ERISA. As soon as possible and, in any event, within 15 days after
the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows or has
reason to know of the occurrence of any of the following, the Borrower will
deliver to the Administrative Agent a certificate of the chief financial officer
or treasurer of the Borrower setting forth details as to such occurrence and the
action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given to or filed with or by the Borrower, such Subsidiary, such ERISA
Affiliate, the PBGC, a Plan or Multiemployer Plan participant or the Plan
administrator with respect thereto, that a Reportable Event has occurred; that
an accumulated funding deficiency has been incurred or an application may be
reasonably expected to be or has been made to the Secretary of the Treasury for
a waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan or Multiemployer Plan; that a
contribution required to be made by the Borrower or a Subsidiary or an ERISA
Affiliate to a Plan or Multiemployer Plan or Foreign Pension Plan has not been
timely made; that a Plan or Multiemployer Plan has been or may be reasonably
expected to be terminated, reorganized, partitioned or declared insolvent under
Title IV of ERISA; that a Plan or Multiemployer Plan has an Unfunded Current
Liability giving rise to a lien under ERISA or the Code; that proceedings may be
reasonably expected to be or have been instituted to terminate or appoint a
trustee to administer a Plan; that a proceeding has been instituted pursuant to
Section 515 of ERISA to collect a delinquent contribution to a Plan; that the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate will or may
reasonably be expected to incur any material liability (including any indirect,
contingent, or secondary liability) to or on account of the termination of or
withdrawal from a Plan or Multiemployer Plan or otherwise under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan or
otherwise under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section
409 or 502(i) or 502(l) of ERISA; or that the Borrower or any Subsidiary of the
Borrower may reasonably be expected to incur any material liability pursuant to
any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or pursuant to any employee pension benefit
plan (as defined in Section 3(2) of ERISA) in addition to any liability existing
on the Effective Date pursuant to any such welfare or pension plan or plans. If
requested by any Agent or the Required Banks in writing, the Borrower will
deliver to the Administrative Agent or the requesting Banks, as the case may


                                      -49-


<PAGE>


be, a complete copy of the annual report (Form 5500) of each Plan (including, to
the extent required, the related financial and actuarial statements and opinions
and other supporting statements, certifications, schedules and information)
required to be filed with the Internal Revenue Service. In addition to any
certificates or notices delivered to the Administrative Agent pursuant to the
first sentence hereof, copies of any material notices received by the Borrower,
any Subsidiary of the Borrower or any ERISA Affiliate (i) from any government
agency with respect to any Plan or Foreign Pension Plan or (ii) received from
any government agency or plan administrator or sponsor or trustee with respect
to any Multiemployer Plan, shall be delivered to the Administrative Agent no
later than 15 days after the date such notice has been received by the Borrower,
such Subsidiary or such ERISA Affiliate, as applicable.

         8.08 End of Fiscal Years; Fiscal Quarters. The Borrower shall cause (i)
each of its, and each of its Subsidiaries', fiscal years (for accounting and SEC
disclosure purposes) to end on December 31, and (ii) itself, and each of its
Subsidiaries, to maintain fiscal quarters consistent therewith.

         8.09 Performance of Obligations. The Borrower will, and will cause each
of its Subsidiaries to, perform all of its obligations under the terms of each
mortgage, deed of trust, indenture, loan agreement or credit agreement and each
other material agreement, contract or instrument, by which it is bound, except
such non-performances as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

         8.10 Payment of Taxes. The Borrower will pay and discharge or cause to
be paid and discharged, and will cause each of its Subsidiaries to pay and
discharge, all material taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits, or upon any properties belonging
to it, in each case on a timely basis, and all lawful claims for material sums
that have become due and payable which, if unpaid, might become a lien or charge
upon any properties of the Borrower or any of its Subsidiaries; provided that
neither the Borrower nor any of its Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings if it maintains adequate reserves with respect
thereto in accordance with GAAP.

         8.11 Additional Security; Further Assurances. (a) The Borrower agrees
to cause each Subsidiary established or created in accordance with Section 9.11
to execute and deliver a guaranty of all Obligations and all obligations under
Interest Rate Protection Agreements in substantially the form of the
Subsidiaries Guaranty, or by becoming a party to the Subsidiaries Guaranty.
Notwithstanding anything to the contrary contained above or elsewhere in this
Agreement, the Receivables Subsidiary shall not be required to become a
Subsidiary Guarantor, although 100% of the capital stock of the Receivables
Subsidiary shall be pledged pursuant to the Pledge and Security Agreement.


                                      -50-


<PAGE>


         (b) The Borrower agrees to pledge, and to cause each Subsidiary
Guarantor to pledge, the capital stock of each new Subsidiary and Unrestricted
Subsidiary (except to the extent the capital stock of any such Subsidiary or
Unrestricted Subsidiary is not owned by a Credit Party) established or created
in accordance with Section 9.11 to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the Pledge and Security Agreement.

         (c) The Borrower will, and will cause each of its Subsidiaries to, at
the expense of the Borrower, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such vouchers, schedules,
confirmatory assignments, conveyances, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments and take
such further steps relating to the Collateral covered by the Pledge and Security
Agreement as the Collateral Agent may reasonably require pursuant to this
Section 8.11. Furthermore, the Borrower shall cause to be delivered to the
Collateral Agent such opinions of counsel and other related documents as may be
reasonably requested by the Collateral Agent to assure itself that this Section
8.11 has been complied with.

         (d) Except as otherwise provided in the Pledge and Security Agreement,
each of the Credit Parties agrees that each action required above by Section
8.11(a) or (b) shall be completed contemporaneously with the creation of the
respective new Subsidiary or Unrestricted Subsidiary, as applicable.
Furthermore, each of the Credit Parties further agrees that each action required
by Section 8.11(c) shall be completed as soon as reasonably practicable, but in
no event later than 30 days after such action is requested to be taken by the
Administrative Agent or the Required Banks.

         (e) At such time as the assets of all corporations owned by the
Borrower and its Subsidiaries which theretofore constitute Shell Corporations
exceed $100,000 in the aggregate, the Borrower shall notify the Administrative
Agent as to which corporations shall cease to constitute Shell Corporations or,
in the absence of such designation, all such corporations shall at such time
cease to be Shell Corporations.

         8.12 Ownership of Subsidiaries. The Borrower shall at all times own,
directly or indirectly, 100% of the capital stock or other equity interests of
each of its Subsidiaries (except to the extent (x) 100% of the capital stock of
any such Subsidiary is sold, transferred or otherwise disposed of pursuant to a
transaction permitted by Section 9.02(ix) or (xiv), (y) such capital stock is
acquired pursuant to an acquisition permitted by Section 9.02(vii) or an
Investment permitted by Section 9.05(vii) or (z) set forth on Schedule V);
provided that, (x) Permitted Acquired Subsidiary Preferred Stock may be assumed
in connection with one or more Permitted Acquisitions, in accordance with the
requirements of Section 9.12(d) and (y) in the case of any Two-Step Permitted
Acquisition, during the period from the consummation of the tender offer portion
thereof until the earlier to occur of (i) the consummation of the subsequent
merger or compulsory share acquisition


                                      -51-


<PAGE>


constituting a portion thereof or (ii) the date occurring 135 days after the
consummation of the tender portion thereof, the respective Target of such
Two-Step Permitted Acquisition may be a Subsidiary of the Borrower which is not
a Wholly-Owned Subsidiary thereof. Treasure Chest shall at all times directly
own 100% of the outstanding capital stock of the Receivables Subsidiary.

         8.13 Permitted Acquisitions. (a) Subject to the provisions of this
Section 8.13 and the requirements contained in the definition of Permitted
Acquisition, each of the Borrower and its Wholly-Owned Subsidiaries, may from
time to time after the Initial Borrowing Date effect Permitted Acquisitions, so
long as: (i) no Default or Event of Default shall be in existence at the time of
the consummation of the proposed Permitted Acquisition or immediately after
giving effect thereto; (ii) the Borrower shall have given the Administrative
Agent and the Banks at least 3 Business Days' prior written notice of any
Permitted Acquisition, provided that in the case of a Permitted Acquisition for
aggregate consideration of $25,000,000 or less, no such notice shall be required
unless a Borrowing of Revolving Loans shall be used to effect such Permitted
Acquisition, in which case written notice of such Permitted Acquisition shall be
given at the time of the delivery of a Notice of Borrowing in respect of such
Borrowing of Revolving Loans; (iii) calculations are made by the Borrower of
compliance with the covenants contained in Sections 9.08 and 9.09 for the period
of four consecutive fiscal quarters (taken as one accounting period) most
recently ended, provided that if financial statements for the last month of the
fiscal quarter most recently ended have not yet been delivered (and were not
required to be delivered) pursuant to Section 8.01(a), then compliance with the
covenants described above shall instead be tested for the period of four
consecutive fiscal quarters (taken as one accounting period) most recently ended
for which financial statements have been delivered (or were required to be
delivered) pursuant to Section 8.01(b) or (c), as the case may be, prior to the
date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro
Forma Basis as if the respective Permitted Acquisition (as well as all other
Permitted Acquisitions theretofore consummated after the first day of such
Calculation Period) had occurred on the first day of such Calculation Period,
and such recalculations shall show that such financial covenants would have been
complied with if the Permitted Acquisition had occurred on the first day of such
Calculation Period (for this purpose, if the first day of the respective
Calculation Period occurs prior to the Initial Borrowing Date, calculated as if
the covenants contained in said Sections 9.08 and 9.09 had been applicable from
the first day of the Calculation Period); provided that if the respective
Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations
required pursuant to this clause (iii) shall be required to be made on a Pro
Forma Basis as otherwise required above, but both after giving effect to (x)
first, the acquisition of shares of the Target actually acquired pursuant to the
respective tender offer (but not giving effect to any subsequent merger or
compulsory share acquisition to be effected as part of the Two-Step Permitted
Acquisition) and (y) second, to the actions described in preceding clause (x)
and the subsequent merger or compulsory share acquisition which will conclude
the respective Two-Step Permitted Acquisition, and both sets of calculations
shall show that the financial covenants referenced


                                      -52-


<PAGE>


above would have been complied with in both scenarios described in preceding
clauses (x) and (y) of this proviso (i.e., whether or not the subsequent merger
or compulsory share acquisition is ever effected); (iv) the Borrower shall have
examined the tax, ERISA, environmental and other contingent liabilities to be
assumed in connection with, or acquired or incurred as a result of, the proposed
Permitted Acquisition and shall have determined that the assumption of such
contingent liabilities (x) would not reasonably be likely to result in a
Material Adverse Effect and (y) will not, on a prospective basis, impair the
Borrower's ability to comply with the financial covenants contained in Sections
9.08 and 9.09; (v) all representations and warranties contained herein and in
the other Credit Documents shall be true and correct in all material respects
with the same effect as though such representations and warranties had been made
on and as of the date of such Permitted Acquisition (both before and after
giving effect thereto), unless stated to relate to a specific earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date; (vi) the Borrower provides to the
Administrative Agent and the Banks as soon as available but not later than 5
Business Days after the execution thereof, a copy of any executed purchase
agreement or similar agreement with respect to such Permitted Acquisition; and
(vii) immediately prior to the consummation of the proposed Permitted
Acquisition, the Borrower shall have delivered to the Administrative Agent an
officer's certificate executed by an Authorized Representative of the Borrower
certifying, to his knowledge, compliance with the requirements of preceding
clauses (i), (iv) and (v) and, in the case of a Permitted Acquisition for
aggregate consideration of more than $25,000,000, clause (iii) and containing
the calculations required by said clause (iii).

         (b) At the time of each Permitted Acquisition involving the creation or
acquisition of a Subsidiary, or the acquisition of capital stock or other equity
interest of any Person, the capital stock or other equity interests thereof
created or acquired in connection with such Permitted Acquisition shall be
pledged for the benefit of the Secured Creditors pursuant to the Pledge and
Security Agreement in accordance with the requirements of Section 9.11.

         (c) The Borrower shall cause each Subsidiary which is formed to effect,
or is acquired pursuant to, a Permitted Acquisition to comply with, and to
execute and deliver, all of the documentation required by, Sections 8.11 and
9.11, to the reasonable satisfaction of the Administrative Agent.

         (d) The consummation of each Permitted Acquisition shall be deemed to
be a representation and warranty by the Borrower that the certifications by the
Borrower (or by one or more of its Authorized Representatives) pursuant to
Section 8.13(a) are true and correct in all material respects and that all
conditions thereto have been satisfied and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 6 and 10.


                                      -53-


<PAGE>


         8.14 Maintenance of Corporate Separateness. The Borrower will, and will
cause each of its Subsidiaries and Unrestricted Subsidiaries to, satisfy
customary corporate formalities, including the holding of regular board of
directors' and shareholders' meetings or action by directors or shareholders
without a meeting and the maintenance of corporate offices and records. Neither
the Borrower nor any of its Subsidiaries shall make any payment to a creditor
of any Unrestricted Subsidiaries in respect of any liability of any Unrestricted
Subsidiaries, and no bank account of any Unrestricted Subsidiary shall be com-
mingled with any bank account of the Borrower or any of its Subsidiaries. Any
financial statements distributed to any creditors of any Unrestricted
Subsidiaries shall establish or indicate the corporate separateness of such
Unrestricted Subsidiary from the Borrower and its Subsidiaries. Finally, neither
the Borrower nor any of its Subsidiaries shall take any action, or conduct its
affairs in a manner, which is reasonably likely to result in the corporate
existence of the Borrower or any of its Subsidiaries or Unrestricted
Subsidiaries being ignored, or in the assets and liabilities of the Borrower or
any of its Subsidiaries being substantively consolidated with those of any other
such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or
other insolvency proceeding.

         8.15 Foreign Subsidiaries Security. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for
the Borrower reasonably acceptable to the Administrative Agent and the Required
Banks (including Sullivan & Cromwell and/or in-house counsel of the Borrower)
does not within 30 days after a request from the Administrative Agent or the
Required Banks deliver evidence, in form and substance reasonably satisfactory
to the Administrative Agent and the Required Banks, with respect to any Foreign
Subsidiary (for purposes of this Section 8.15, the term "Foreign Subsidiary"
shall include any Foreign Unrestricted Subsidiary) which has not already had all
of its stock pledged pursuant to the Pledge and Security Agreement that a pledge
(x) of 66-2/3% or more of the total combined voting power of all classes of
capital stock of such Foreign Subsidiary entitled to vote, or (y) of any
promissory note issued by such Foreign Subsidiary to the Borrower or any of its
Domestic Subsidiaries, in any such case would cause the undistributed earnings
of such Foreign Subsidiary as determined for Federal income tax purposes to be
treated as a deemed dividend to such Foreign Subsidiary's United States parent
for Federal income tax purposes, then in the case of a failure to deliver the
evidence described in clause (i) above, that portion of such Foreign
Subsidiary's outstanding capital stock or any promissory notes so issued by such
Foreign Subsidiary, in each case to the extent owned by a Credit Party and not
theretofore pledged pursuant to the Pledge and Security Agreement, shall be
pledged to the Collateral Agent for the benefit of the Secured Creditors
pursuant to the Pledge and Security Agreement (or another pledge agreement in
substantially similar form, if needed), to the extent that the entering into
such Pledge and Security Agreement is permitted by the laws of the respective
foreign jurisdiction and with all documents delivered pursuant to this Section
8.15 to be in form and substance reasonably satisfactory to the Administrative
Agent and the Required Banks.


                                      -54-


<PAGE>


         8.16 Certain Provisions with Respect to Receivables Facility. The
Receivables Sellers shall be permitted to transfer Receivable Facility Assets to
the Receivables Subsidiary from time to time in accordance with the requirements
of Section 9.02(x), and in connection therewith may make the Investments as
contemplated by Section 9.05(xiii). It is acknowledged and agreed that, at any
time when additional capital contributions are required to be made to the
Receivables Subsidiary, such contributions may be made through the transfer by
Treasure Chest of additional Receivables Facility Assets to the Receivables
Subsidiary, through the contribution of promissory notes in accordance with
Section 9.05(xvi) or through a reduction in the principal amount of any
intercompany note then payable to Treasure Chest by the Receivables Subsidiary.
In addition, intercompany loans may be made by the Receivables Sellers as a
result of the transfer of their Receivables Facility Assets to the Receivables
Subsidiary, in accordance with the provisions of Section 9.05(xii).

         8.17 Margin Stock. The Borrower will, and will cause each of its
Subsidiaries to, take any and all actions as may be required to ensure that no
capital stock pledged, or required to be pledged, pursuant to the Pledge and
Security Agreement shall constitute Margin Stock; provided that, in the case of
a Two-Step Permitted Acquisition where the consummation of the tender offer
portion thereof results in the acquisition of Margin Stock, the Margin Stock so
acquired shall be pledged pursuant to the Pledge and Security Agreement and (x)
at the time of the consummation of any such tender offer and upon the occurrence
of each Credit Event during any period that Loans are secured by Margin Stock,
(i) the Borrower will, and will cause its Subsidiaries to, take any and all
actions as may be required, or as may be reasonably requested by any Agent, to
establish compliance with Regulations G and U, (ii) the Borrower shall deliver
to each Bank a duly completed Form U-1 or G-3, as appropriate, referred to in
Regulations U and G and (iii) each Bank shall be able in good faith to complete
said Form U-1 or G-3, as the case may be, showing that the Loans and other
extensions of credit by the Banks pursuant to this Agreement comply with
Regulations U and G, including with respect to the collateral valuation
requirements thereof and (y) as promptly as practicable after the consummation
of the back-end merger in respect of such Two-Step Permitted Acquisition and in
any event within 30 days thereafter (or, if earlier, 30 days after the
respective Target becomes a Wholly-Owned Subsidiary of the Borrower), the
Borrower will, and will cause its Subsidiaries to, take any and all actions as
may be required to ensure that no capital stock acquired pursuant to such
Two-Step Permitted Acquisition shall continue to, or at any time thereafter,
constitute Margin Stock.

         SECTION 9. Negative Covenants. The Borrower hereby covenants and agrees
that on and after the Initial Borrowing Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder and
thereunder, are paid in full:


                                      -55-


<PAGE>


         9.01 Liens. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable with recourse to the Borrower or any of
its Subsidiaries), or assign any right to receive income or permit the filing of
any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute (except in connection with a Permitted
Lien); provided, that the provisions of this Section 9.01 shall not prevent
the creation, incurrence, filing, assumption or existence of the following
(Liens described below are herein referred to as "Permitted Liens"):

                   (i) inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due and payable or Liens for taxes,
         assessments or governmental charges or levies being contested in good
         faith and by appropriate proceedings for which adequate reserves have
         been established in accordance with GAAP;

                   (ii) Liens in respect of property or assets of the Borrower
         or any of its Subsidiaries imposed by law, which were incurred in the
         ordinary course of business and do not secure Indebtedness for borrowed
         money, such as carriers', warehousemen's, materialmen's and mechanics'
         liens and other similar Liens arising in the ordinary course of
         business, and (x) which do not in the aggregate materially detract from
         the value of the Borrower's or such Subsidiary's property or assets or
         materially impair the use thereof in the operation of the business of
         the Borrower or such Subsidiary or (y) which are being contested in
         good faith by appropriate proceedings, which proceedings have the
         effect of preventing the forfeiture or sale of the property or assets
         subject to any such Lien;

                   (iii) Liens in existence on the Initial Borrowing Date which
         are listed, and the property subject thereto described, in Schedule
         VIII, but only to the respective date, if any, set forth in such
         Schedule VIII for the removal and termination of any such Liens, plus
         renewals and extensions of such Liens, provided that (x) the aggre-
         gate principal amount of the Indebtedness, if any, secured by such
         Liens does not increase from that amount outstanding at the time of any
         such renewal or extension and (y) any such renewal or extension does
         not encumber any additional assets or properties of the Borrower or any
         of its Subsidiaries;

                   (iv) Liens created pursuant to the Security Documents;

                   (v) licenses, leases or subleases granted to other Persons in
         the ordinary course of business not materially interfering with the
         conduct of the business of the Borrower and its Subsidiaries taken as a
         whole;


                                      -56-


<PAGE>


                   (vi) Liens upon assets subject to Capitalized Lease
         Obligations of the Borrower and its Subsidiaries to the extent
         permitted by Section 9.04(vii), provided that (x) such Liens only serve
         to secure the payment of Indebtedness arising under such Capitalized
         Lease Obligation and (y) the Lien encumbering the asset giving rise to
         the Capitalized Lease Obligation does not encumber any other asset of
         the Borrower or any Subsidiary of the Borrower (other than such other
         assets subject to Capitalized Lease Obligations owing to the same
         Person or group of Persons as such Capitalized Lease Obligation);

                   (vii) Liens placed upon assets used in the ordinary course of
         business of the Borrower or any of its Subsidiaries at the time of
         acquisition thereof by the Borrower or any such Subsidiary or within
         360 days thereafter to secure Indebtedness incurred to pay all or a
         portion of the purchase price thereof, or Liens securing Permitted
         Acquired Debt, provided that (x) the aggregate outstanding principal
         amount of all Indebtedness secured by Liens permitted by this clause
         (vii) shall not at any time exceed the amount permitted by Section
         9.04(vii) and (y) in all events, the Lien encumbering the assets so
         acquired does not encumber any other asset of the Borrower or such
         Subsidiary, except that the Indebtedness (other than Permitted Acquired
         Debt) secured by Liens permitted by this clause (vii) may be cross-
         collateralized with other Indebtedness (other than Permitted Acquired
         Debt) incurred pursuant to this clause (vii) by the Borrower or such
         Subsidiary from the same Person or group of Persons;

                   (viii) easements, rights-of-way, restrictions (including
         zoning restrictions), encroachments, protrusions and other similar
         charges or encumbrances, and minor title deficiencies, in each case
         whether now or hereafter in existence, not securing Indebtedness and
         not materially interfering with the conduct of the business of the
         Borrower or any of its Subsidiaries;

                   (ix) Liens arising from UCC financing statement filings
         regarding operating leases entered into by the Borrower or any of its
         Subsidiaries in the ordinary course of business;

                   (x) Liens arising out of the existence of judgments or awards
         not constituting an Event of Default under Section 10.09, provided
         that the amount of cash and property (determined on a fair market value
         basis) deposited or delivered to secure the respective judgment or
         award shall not exceed $20,000,000 at any time;

                   (xi) statutory and contractual landlords' liens under leases
         to which the Borrower or any of its Subsidiaries are a party;

                   (xii) Liens (other than any Lien imposed by ERISA) (x)
         incurred or deposits made in the ordinary course of business of the
         Borrower and its Subsidiaries in


                                      -57-


<PAGE>


         connection with workers' compensation, unemployment insurance and other
         types of social security, (y) to secure the performance by the Borrower
         and its Subsidiaries of tenders, statutory obligations (other than
         excise taxes), surety, stay, customs and appeal bonds, statutory bonds,
         bids, leases, government contracts, trade contracts, performance and
         return of money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money) or (z) to secure the
         performance by the Borrower and its Subsidiaries of leases of Real
         Property, to the extent incurred or made in the ordinary course of
         business consistent with past practices, provided that the aggregate
         amount of deposits at any time pursuant to subclauses (y) and (z) shall
         not exceed $15,000,000 in the aggregate;

                   (xiii) any interest or title of a lessor, sublessor, licensee
         or licensor under any lease or license agreement permitted by this
         Agreement;

                   (xiv) Liens in favor of customs and revenue authorities
         arising as a matter of law or regulation to secure the payment of
         customs duties in connection with the importation of goods and deposits
         made to secure statutory obligations in the form of excise taxes;

                   (xv) Liens arising out of conditional sale, title retention,
         consignment or similar arrangements for the sale of goods entered into
         by the Borrower or any of its Subsidiaries in the ordinary course of
         business (excluding any general inventory financing);

                   (xvi) additional Liens (which in no event shall be permitted
         to apply to any Collateral) created, incurred, assumed or suffered to
         exist by the Borrower and its Subsidiaries so long as (i) neither the
         fair market value of the assets subject to such Liens at any time, nor
         the aggregate amount of Indebtedness and other obligations secured
         thereby, shall exceed $50,000,000 in the aggregate at any time and (ii)
         Liens permitted pursuant to this clause (xvi) shall be permitted to be
         incurred and remain in existence only so long as the Borrower at such
         time has long-term senior unsecured debt outstanding which, at such
         time, has a rating which constitutes a Required Investment Grade
         Rating; and

                   (xvii) Liens on (x) Receivables Facility Assets transferred
         (A) by the Receivables Sellers to the Receivables Subsidiary or (B) by
         the Receivables Subsidiary to the Receivables Purchasers (or to the
         Master Trust created pursuant to the Receivables Facility), and the
         filing of financing statements in connection therewith, created by, and
         as set forth in, the Receivables Documents and (y) any amounts
         representing proceeds of securities issued in connection with the
         Receivables Facility which are on deposit in any account established
         under the Receivables Facility to the extent the funds from time to
         time on deposit in such


                                      -58-


<PAGE>


         account are included within the definition of Transferred Assets (as
         defined in Section 2.1 of the Receivables Pooling Agreement as
         originally in effect).

         9.02 Consolidation, Merger, Purchase or Sale of Assets, etc. The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets (other than the liquidation of Cash Equivalents in the
ordinary course of business), or enter into any sale-leaseback transactions, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets (other than purchases or other acquisitions of
inventory, materials, equipment, furniture, fixtures, and intangible assets in
the ordinary course of business) of any Person (or agree to do any of the
foregoing at any future time), except that:

                   (i) Capital Expenditures by the Borrower and its Subsidiaries
         shall be permitted to the extent not in violation of Section 9.07;

                   (ii) the Borrower and each of its Subsidiaries may (x) in the
         ordinary course of business, sell, lease or otherwise dispose of any
         assets which, in the reasonable judgment of such Person, are obsolete,
         worn out or otherwise no longer useful in the conduct of such Person's
         business and (y) enter into transactions permitted under Section
         9.01(v);

                   (iii) Investments may be made to the extent permitted by
         Section 9.05;

                   (iv) the Borrower and each of its Subsidiaries may lease (as
         lessee) real or personal property (so long as any such lease does not
         create a Capitalized Lease Obligation except to the extent permitted by
         Section 9.04);

                   (v) the Borrower and each of its Subsidiaries may make sales
         or transfers of inventory in the ordinary course of business;

                   (vi) the Borrower and its Wholly-Owned Subsidiaries shall be
         permitted to make Permitted Acquisitions so long as same are effected
         in accordance with the requirements of Section 8.13;

                   (vii) the Borrower and its Subsidiaries may acquire the
         capital stock of, or all or substantially all of the assets of, any
         Person (or any product line or division of such Person) or merge,
         consolidate or otherwise combine with another Person, so long as (i) no
         Default or Event of Default exists or would exist immediately after
         giving effect thereto, (ii) the Borrower, in the case of any merger or
         consolidation involving the Borrower, or the Subsidiary, in other
         cases, is the surviving corporation and (iii) the aggregate
         consideration (including the amount of any liabilities


                                      -59-


<PAGE>


         assumed) paid in connection with any transaction pursuant to this
         Section 9.02(vii) does not exceed the then Available Basket Amount on
         such date (after giving effect to all prior and contemporaneous
         adjustments thereto, except as a result of such transaction);

                   (viii) the Borrower and its Subsidiaries may sell or
         otherwise dispose of (x) any shares of capital stock of any
         Unrestricted Subsidiaries owned by them and (y) any capital stock or
         other equity interests of any Person that is not a Subsidiary of the
         Borrower or such Subsidiary which were acquired by the Borrower or such
         Subsidiary pursuant to an Investment permitted by Sections 9.05(vii),
         (x) or (xi), so long as (in the case of clause (y)), (A) no Default or
         Event of Default is in existence at the time of the respective sale or
         disposition or would exist immediately after giving effect thereto and
         (B) 100% of the consideration therefor shall be in the form of cash;

                   (ix) so long as no Default or Event of Default then exists or
         would exist immediately after giving effect thereto, (x) any Subsidiary
         Guarantor may be merged into or consolidated with the Borrower (so long
         as the Borrower is the surviving corporation of such merger or
         consolidation) or any other Subsidiary Guarantor and (y) any
         Insignificant Subsidiary may be merged with or liquidated into the
         Borrower or any Subsidiary Guarantor (so long as the Borrower or such
         Subsidiary Guarantor is the surviving corporation of such merger or
         liquidation);

                   (x) sales, contributions and other transfers by the
         Receivables Sellers of Receivables Facility Assets to the Receivables
         Subsidiary and sales and other transfers of Receivables Facility
         Assets by the Receivables Subsidiary to the Receivables Purchasers (or
         to the Master Trust created pursuant to the Receivables Facility), and
         purchases and acquisitions of Receivables Facility Assets by the
         Receivables Subsidiary, in each case pursuant to the Receivables
         Facility shall be permitted;

                   (xi) transfers of assets between the Borrower and any
         Subsidiary Guarantor or between such Subsidiary Guarantors;

                   (xii) the Borrower and each of its Subsidiaries may sell or
         otherwise transfer and rent or lease back property if the fair market
         value of all such property so sold or transferred and rented or leased
         back pursuant to this clause (xii) in any fiscal year does not exceed
         $20,000,000 in the aggregate;

                   (xiii) the Borrower and its Subsidiaries may enter into
         agreements to effect acquisitions and dispositions of stock or assets
         so long as the respective transaction is permitted pursuant to the
         provisions of this Section 9.02; provided that the Borrower and its
         Subsidiaries may enter into agreements to effect acquisitions and
         dispositions of capital stock or assets in transactions not permitted
         by the provisions


                                      -60-


<PAGE>


         of this Section 9.02 at the time the respective agreement is entered
         into, so long as in the case of each such agreement, such agreement
         shall be expressly conditioned upon obtaining the requisite consent of
         the Required Banks under this Agreement as a condition precedent to the
         consummation of the respective transaction and, if for any reason the
         transaction is not consummated because of a failure to obtain such
         consent, the aggregate liability of the Borrower and its Subsidiaries
         under any such agreement shall not exceed $3,500,000; and

                   (xiv) the Borrower and its Subsidiaries may sell or otherwise
         dispose of additional assets (excluding, assets sold, transferred or
         disposed of pursuant to the Receivables Facility) so long as (i) no
         Default or Event of Default is in existence at the time of the
         respective sale or disposition or would exist immediately after giving
         effect thereto, (ii) the Net Sale Proceeds from any single asset
         subject to sale or disposition under this clause (xiv) do not exceed
         $40,000,000, (iii) the aggregate Net Sale Proceeds from all assets
         subject to sales or dispositions under this clause (xiv) after the
         Initial Borrowing Date shall not exceed $100,000,000, (iv) each such
         sale or disposition shall be for fair market value (as determined in
         the good faith judgment of management of the Borrower other than with
         respect to sales or dispositions in an aggregate amount not to exceed
         $100,000 per calendar year) and at least 75% of the consideration
         therefor shall be in the form of cash and (v) with respect to any asset
         sale or disposition pursuant to this clause (xiv), the Net Sale
         Proceeds of which exceed $12,000,000 (each, a "Tested Asset Sale"), (x)
         calculations are made by the Borrower of compliance with the covenants
         contained in Section 9.09 for the Calculation Period most recently
         ended prior to the date of the respective Tested Asset Sale, on a Pro
         Forma Basis after giving effect to the respective Tested Asset Sale,
         (y) such calculations show that such financial covenants would have
         been complied with if such Tested Asset Sale had been consummated on
         the first day of the respective Calculation Period and (z) the Borrower
         furnishes to the Administrative Agent an officer's certificate by the
         chief financial officer of the Borrower certifying to the best of his
         knowledge as to compliance with the requirements of this Section
         9.02(xiv) and containing the calculations required by subclauses (x)
         and (y) above.

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by
this Section 9.02, such Collateral (unless sold to the Borrower or a Subsidiary
of the Borrower) shall be sold free and clear of the Liens created by the
Security Documents, and the Administrative Agent and Collateral Agent shall be
authorized to take any actions deemed appropriate in order to effect the
foregoing.

         9.03 Dividends. The Borrower shall not, and shall not permit any of its
Subsidiaries to, authorize, declare or pay any Dividends with respect to the
Borrower or


                                      -61-


<PAGE>


any of its Subsidiaries, except that the following shall be permitted (subject
to adjustment as provided in Section 9.05):

                   (i) any Subsidiary of the Borrower may pay Dividends to the
         Borrower or any Wholly-Owned Subsidiary of the Borrower;

                   (ii) in addition to Dividends otherwise permitted for such
         purpose by clause (iv) of this Section 9.03, the Borrower may
         repurchase Borrower Common Stock and/or options to purchase Borrower
         Common Stock held by directors, executive officers, members of
         management or employees of the Borrower or any of its Affiliates, so
         long as (x) no Default or Event of Default then exists or would exist
         immediately after giving effect thereto and (y) the aggregate amount of
         cash expended by the Borrower pursuant to this clause (ii) in any
         calendar year shall not exceed $6,000,000; provided that, in addition
         to amounts available pursuant to preceding clause (y) (but subject to
         the requirements of preceding clause (x)), the Borrower may make
         additional cash purchases in respect of Borrower Common Stock and/or
         options to purchase Borrower Common Stock previously held by any person
         listed above, after the death of such person, with proceeds of key-man
         life insurance maintained by any Credit Party on such person;

                   (iii) the Borrower may make Dividends in the form of the
         issuance of additional capital stock to effectuate the Rights Plan;

                   (iv) so long as no Default or Event of Default is in
         existence or would exist immediately after giving effect to the
         respective Dividend, the Borrower shall be permitted to pay cash
         Dividends in an amount not to exceed the Available Basket Amount on
         such date (after giving effect to all prior and contemporaneous adjust-
         ments thereto, except as a result of such Dividend); and

                   (v) so long as no Default or Event of Default is in existence
         or would exist immediately after giving effect to the respective
         payment, (x) the respective Subsidiary which is the issuer thereof may
         pay regularly accruing cash dividends on any outstanding Permitted
         Acquired Subsidiary Preferred Stock and (y) the Borrower and/or its
         Subsidiaries may acquire, redeem or retire any outstanding Permitted
         Acquired Subsidiary Preferred Stock.

         9.04 Indebtedness. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

                   (i) Indebtedness incurred pursuant to this Agreement and the
         other Credit Documents;


                                      -62-


<PAGE>


                   (ii) unsecured Indebtedness of the Borrower pursuant to the
         Existing 10-3/4% Senior Subordinated Notes, so long as the aggregate
         principal amount thereof at any time outstanding does not exceed
         $126,700,000 less the amount of any repayments of principal thereof
         after the Initial Borrowing Date;

                   (iii) Indebtedness of the Borrower and its Subsidiaries
         consisting of Non-Facility Letters of Credit and reimbursement
         obligations with respect thereto, including renewals or extensions
         thereof, so long as the aggregate stated amount of such Non-Facility
         Letters of Credit at any time outstanding does not exceed $20,000,000;

                   (iv) Scheduled Existing Indebtedness shall be permitted to
         the extent the same is listed on Schedule VI, but no refinancings or
         renewals thereof, except as expressly permitted on such Schedule VI (or
         as otherwise permitted by Section 9.04(xi));

                   (v) accrued expenses and current trade accounts payable
         incurred in the ordinary course of business;

                   (vi) Indebtedness under Interest Rate Protection Agreements
         reasonably related to outstanding floating rate debt permitted under
         this Agreement;

                   (vii) Indebtedness of the Borrower and its Subsidiaries
         evidenced by Capitalized Lease Obligations to the extent permitted
         pursuant to Section 9.01(vi), Indebtedness secured by Liens permitted
         under Section 9.01(vii) and Indebtedness constituting Permitted
         Acquired Debt, provided that in no event shall the aggregate principal
         amount of Capitalized Lease Obligations and Indebtedness permitted by
         this clause (vii) exceed $40,000,000 at any time outstanding (subject
         to adjustment as provided in the last sentence of this Section 9.04);

                   (viii) Guaranties of the Borrower or any of its Subsidiaries
         as a guarantor of the lessee under any lease pursuant to which the
         Borrower or any of its Subsidiaries is the lessee so long as such lease
         is otherwise permitted hereunder;

                   (ix) Guaranties of the Borrower pursuant to any Tax Sharing
         Agreement;

                   (x) Indebtedness among (x) Treasure Chest and the other
         Receivables Sellers to the extent resulting from intercompany loans
         made in accordance with the requirements of Section 8.16 and (y) the
         Borrower and its Wholly-Owned Subsidiaries to the extent permitted
         pursuant to Section 9.05(v);


                                      -63-


<PAGE>


                   (xi) additional Permitted Refinancing Indebtedness, so long
         as no Default or Event of Default is in existence at the time of the
         incurrence of such Permitted Refinancing Indebtedness and immediately
         after giving effect thereto;

                   (xii) Indebtedness which may be deemed to exist pursuant to
         the Receivables Facility so long as, if the Attributed Receivables
         Facility Indebtedness ever exceeds the Receivables Facility Threshold
         Amount as then in effect, any commitment reductions required as a
         result thereof pursuant to Section 3.03(b) shall have been made in
         accordance with the terms thereof;

                   (xiii) Permitted Secured Indebtedness for borrowed money so
         long as (x) the proceeds of such Indebtedness are not used to refinance
         Existing Indebtedness, (y) the aggregate principal amount of Permitted
         Secured Indebtedness incurred after the Initial Borrowing Date pursuant
         to this clause (xiii) shall in no event exceed $50,000,000 and (z)
         Permitted Secured Indebtedness shall be permitted to be incurred and
         remain in existence only so long as the Borrower at such time has
         long-term senior unsecured debt outstanding which, at such time, has a
         rating which constitutes a Required Investment Grade Rating;

                   (xiv) Permitted Subordinated Indebtedness, so long as (x) no
         Default or Event of Default shall exist at the time of the incurrence
         of such Permitted Subordinated Indebtedness and immediately after
         giving effect thereto, and (y) the proceeds of such Permitted
         Subordinated Indebtedness are used (I) first, to effect the Existing
         10-3/4% Senior Subordinated Note Refinancing (in accordance with the
         requirements of the definition thereof) and (II) second, to the extent
         of any excess thereof after giving effect to the Existing 10-3/4%
         Senior Subordinated Note Refinancing, for the general corporate
         purposes of the Borrower and its Subsidiaries, including, without
         limitation, Permitted Acquisitions;

                   (xv) obligations of the Borrower or any of its Subsidiaries
         incurred with respect to performance bonds and/or fidelity bonds
         required to be furnished by the Borrower or such Subsidiary in
         connection with contracts entered into by the Borrower or such
         Subsidiary in the ordinary course of its business, so long as the
         aggregate amount of outstanding obligations at any time pursuant to
         this clause (xv) does not exceed $25,000,000;

                   (xvi) Indebtedness of the Borrower and/or its Subsidiaries
         under Currency Agreements, in each case so long as the respective
         Currency Agreement is reasonably related to revenues or payments of
         the Borrower and/or its Subsidiaries in the respective currency subject
         to the Currency Agreement and is entered into for nonspeculative
         purposes; and


                                      -64-


<PAGE>


                   (xvii) so long as no Default or Event of Default is then in
         existence or would exist immediately after giving effect to the
         respective incurrence of Indebtedness, additional Permitted Basket
         Indebtedness in an aggregate principal amount not to exceed $75,000,000
         (subject to adjustment as provided in the last sentence of this Section
         9.04) at any time outstanding.

         In furtherance of the foregoing and in no way in limitation thereof,
the Borrower shall not permit any Unrestricted Subsidiary to incur any
Indebtedness or any other obligation having any element of recourse to the
Borrower or any of its Subsidiaries or to any of its assets or property.
Notwithstanding anything to the contrary contained above, at any time while any
Permitted Acquired Subsidiary Preferred Stock is outstanding, the aggregate
amounts set forth in clauses (vii) and (xvii) above (i.e., $115,000,000) shall
be reduced by the liquidation preference of all outstanding Permitted Acquired
Subsidiary Preferred Stock then outstanding, with the total reduction described
above in this Section to be allocated between the amounts provided in clauses
(vii) and (xvii) above as may be determined from time to time by the Borrower.

         9.05 Investments; etc. The Borrower will not, and will not permit any
of its Subsidiaries to, directly or indirectly, lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any other Person, or purchase or own a futures contract or otherwise become
liable for the purchase or sale of currency or other commodities at a future
date in the nature of a futures contract, or hold any cash or Cash Equivalents
(any of the foregoing, an "Investment"), except that the following shall be per-
mitted:

                   (i) each of the Borrower and its Subsidiaries may acquire and
         hold accounts receivables owing to any of them, if created or acquired
         in the ordinary course of business and payable or dischargeable in
         accordance with customary terms;

                   (ii) the Borrower and its Subsidiaries may acquire and hold
         cash and Cash Equivalents;

                   (iii) the Borrower and its Subsidiaries may make loans and
         advances to their respective employees, officers and directors in
         connection with relocations, purchases by such persons of the capital
         stock of the Borrower or warrants, options or similar rights to
         purchase the capital stock of the Borrower and other ordinary course of
         business purposes, so long as the aggregate principal amount thereof at
         any time outstanding (determined without regard to any write-downs or
         write-offs of such loans and advances) shall not exceed $10,000,000;


                   -65-


<PAGE>


                   (iv) the Borrower may enter into Interest Rate Protection
         Agreements to the extent permitted in Section 9.04(vi);

                   (v) the Borrower and the Subsidiary Guarantors may make
         intercompany loans to each other;

                   (vi) the Borrower and its Subsidiaries may (x) establish
         Subsidiaries in compliance with Section 9.11 and (y) make Investments
         therein as otherwise provided in this Section 9.05;

                   (vii) so long as no Default or Event of Default exists or
         would exist immediately after giving effect to the respective
         Investment, the Borrower shall be permitted to make Investments (in
         addition to those otherwise provided in this Section 9.05) on any date
         in an amount not to exceed the Available Basket Amount on such date
         (after giving effect to all prior and contemporaneous adjustments
         thereto, except as a result of such Investment), it being understood
         and agreed that (x) in the case of Investments made in any Person which
         is thereafter acquired pursuant to a Permitted Acquisition, then upon
         the consummation of the respective Permitted Acquisition the amount
         previously invested in such Person pursuant to this clause (vii) shall
         be treated as if said amount were instead used to effect a Permitted
         Acquisition and the Available Basket Amount shall be increased by the
         amount of Investments in such Person theretofore made pursuant to this
         clause (vii) and (y) in the case of Investments in entities which do
         not become Credit Parties, then to the extent the Borrower or one or
         more other Credit Parties (after the respective Investment has been
         made) receives a return of capital previously invested pursuant to this
         clause (vii) (including, without limitation, the proceeds of any sale
         of capital stock permitted by Section 9.02(viii)(y)), then the amount
         of such return of capital shall, upon the Administrative Agent's
         receipt of a certification of the amount of the return of capital from
         an Authorized Representative, apply to increase the Available Basket
         Amount, provided that the aggregate amount of increases to the
         Available Basket Amount described above shall not exceed the amount of
         returned capital and, in no event, shall the amount of the increases
         made to the Available Basket Amount in respect of any Investment exceed
         the amount previously invested pursuant to this clause (vii);

                   (viii) the Borrower and its Wholly-Owned Subsidiaries may
         make Permitted Acquisitions in accordance with the relevant
         requirements of Section 8.13 and the component definitions as used
         therein;

                   (ix) the Borrower and its Subsidiaries may retain cash
         consideration plus purchase money notes derived from asset sales
         permitted pursuant to Section 9.02(ii) and (xiv);


                                      -66-


<PAGE>


                   (x) existing Investments by the Borrower and its Subsidiaries
         shall be permitted to the extent listed on Schedule IX;

                   (xi) the Borrower and each of its Subsidiaries may acquire
         and own Investments (including debt obligations) received in connection
         with the bankruptcy or reorganization of suppliers and customers and/or
         in settlement of delinquent obligations of, and other disputes with,
         customers and suppliers arising in the ordinary course of business;

                   (xii) as a result of sales, contributions and other transfers
         of Receivable Facility Assets to the Receivables Subsidiary in
         accordance with Section 9.02(x), Investments may exist from time to
         time consisting of (x) contributions by the Borrower to the capital of
         the Receivables Subsidiary and (y) intercompany loans being made (or
         deemed made) by the Receivables Sellers as a result of the transfer of
         such Receivables Facility Assets, in each case so long as all capital
         stock of the Receivables Subsidiary is pledged pursuant to the Pledge
         and Security Agreement and all such intercompany loans are evidenced by
         one or more promissory notes which are pledged pursuant to the Pledge
         and Security Agreement;

                   (xiii) the Borrower may guarantee obligations of its
         Subsidiaries as sellers pursuant to the Receivables Documents, so long
         as no such guaranty shall give rise to recourse liability (other than
         in connection with Standard Securitization Undertakings) for the
         payment of any Receivables Facility Assets or the principal of, or
         interest on, any Purchased Interest or Investor Certificate;

                   (xiv) the Borrower and the other Receivables Sellers may make
         inter-company loans in accordance with the requirements of Section
         8.16;

                   (xv) to the extent necessary to maintain the net worth of the
         Receivables Subsidiary in accordance with the requirements of the
         Receivables Facility, the Borrower may at any time contribute one or
         more promissory notes to the capital of the Receivables Subsidiary;
         provided that (x) at no time shall the aggregate principal amount of
         such outstanding promissory notes exceed the remainder of (A) $5
         million less (B) the sum of (I) the amount of all write-downs and
         write-offs of such principal amount plus (II) the aggregate amount of
         all principal payments in respect of such promissory notes made after
         October 4, 1996 and (y) the interest rate payable pursuant to such
         promissory notes shall not be greater than the short-term "Applicable
         Federal Rate" (as such term is defined in Section 1274(d) of the Code);

                   (xvi) the Borrower and its Subsidiaries may make capital
         contributions to any of their respective Subsidiaries (excluding the
         Receivables Subsidiary) which is a Credit Party;


                                      -67-


<PAGE>


                   (xvii) Investments made in accordance with the relevant
         requirements of Section 9.02 (xi);

                   (xviii) the Borrower and/or its Subsidiaries may enter into
         Currency Agreements in accordance with the requirements contained in
         Section 9.04(xvi); and

                   (xix) additional Investments may exist from time to time
         consisting of capital contributions to the Receivables Subsidiary made
         solely through a reduction in the principal amount of any intercompany
         note then payable to the Borrower by the Receivables Subsidiary, so
         long as (x) all capital stock of the Receivables Subsidiary is pledged
         pursuant to the Pledge and Security Agreement, (y) any such inter-
         company note (to the extent same is not reduced to $0) is pledged
         pursuant to the Pledge and Security Agreement and (z) the aggregate
         amount of all such capital contributions shall not exceed $15 million.

         9.06 Transactions with Affiliates and Unrestricted Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any transaction or series of related transactions with any Affiliate of the
Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries,
other than in the ordinary course of business and on terms and conditions
substantially as favorable to the Borrower or such Subsidiary as would
reasonably be obtained by the Borrower or such Subsidiary at that time in a
comparable arm's-length transaction with a Person other than an Affiliate,
except that:

                   (i) Dividends may be paid to the extent provided in Section
         9.03;

                   (ii) Investments may be made to the extent permitted by
         Section 9.05;

                   (iii) the transactions entered into between the Borrower and
         its Subsidiaries, or between such Subsidiaries, shall be permitted to
         the extent expressly permitted by Section 9.02;

                   (iv) customary fees may be paid to non-officer directors of
         the Borrower and its Subsidiaries;

                   (v) the Borrower and its Subsidiaries may (x) enter into
         employment arrangements with respect to the procurement of services
         with their respective officers and employees in the ordinary course of
         business, (y) suffer to exist employment agreements in existence on the
         Initial Borrowing Date and (z) pay relocation expenses to their
         respective officers and employees in accordance with past practices of
         the Borrower or such Subsidiary as in effect on the Effective Date;

                   (vi) the Borrower and its Subsidiaries may enter into the
         transactions contemplated by the Receivables Documents;


                                      -68-


<PAGE>


                   (vii) existing transactions between the Borrower and its
         Subsidiaries and their Affiliates shall be permitted to the extent
         listed on Schedule XII;

                   (viii) the Borrower may sell or issue Borrower Common Stock
         and Qualified Preferred Stock to its Affiliates (other than its
         Subsidiaries) and options and warrants exercisable therefor;

                   (ix) the Subsidiaries of the Borrower may make payments owing
         by them to the Borrower in accordance with the provisions of any Tax
         Sharing Agreement; and

                   (x) the Borrower and its Subsidiaries may pay fees (including
         management, acquisition and other consulting fees) to the Borrower or
         any Subsidiary Guarantor;

provided that, any transaction (other than as described in clauses (i), (ii),
(iii) and (vi) above and except in the case of transactions with Portfolio
Companies in the ordinary course of business) between and among the
aforementioned parties with a value in excess of (A) $1,000,000 shall only be
permitted if a majority of the disinterested directors of the Borrower approve
the transaction and (B) $20,000,000 shall only be permitted if the parties
thereto provide a fairness opinion from a Person, and in form and substance,
satisfactory to the Administrative Agent. Without limiting the foregoing
provisions of this Section 9.06, in no event shall any management or similar
fees be paid or payable by the Borrower or any of its Subsidiaries to any
Affiliate (other than the Borrower or any Subsidiary Guarantor).

         9.07 Capital Expenditures. (a) The Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any calendar year, the Borrower and its Subsidiaries may make Capital
Expenditures so long as the aggregate amount of such Capital Expenditures by all
such Persons in such calendar year does not exceed the sum (such sum, the
"Permitted CapEx Amount") of (x) $80,000,000 plus (y) an amount equal to the
aggregate of 50% of the Acquired EBITDA of each Acquired Business for the
trailing four fiscal quarters of such Acquired Business; provided, that
notwithstanding the foregoing, in no event shall the amount of Capital
Expenditures permitted to be expended in any fiscal year exceed $125,000,000.

         (b) To the extent that the amount of Capital Expenditures made by the
Borrower and its Subsidiaries during any calendar year is less than the
Permitted CapEx Amount plus any increase in such amount for such calendar year
as provided below in this clause (b), the lesser of (x) such unused amount and
(y) $40,000,000 may be carried forward and utilized by the Borrower and its
Subsidiaries to make additional Capital Expenditures in the immediately
succeeding calendar year.


                                      -69-


<PAGE>


         9.08 Consolidated Net Interest Coverage Ratio. The Borrower will not
permit the Consolidated Net Interest Coverage Ratio for any Test Period ended
after the Initial Borrowing Date to be less than 2.25:1.0.

         9.09 Leverage Ratio. The Borrower will not permit the Leverage Ratio at
any time after the Initial Borrowing Date to be greater than 4.25 to 1.0 through
and including December 31, 1999 and 4.00 to 1.0 thereafter.

         9.10 Limitation on Modifications of and Payments on Indebtedness and
Preferred Stock; Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements. (a) The Borrower will not, and will not permit any of
its Subsidiaries to, (i) amend or modify, or permit the amendment or
modification of, any provision of the Existing Indebtedness or, after the
incurrence or issuance thereof, any Permitted Debt, Qualified Preferred Stock or
Permitted Acquired Subsidiary Preferred Stock, or of any agreement (including,
without limitation, any purchase agreement, indenture, loan agreement, or
security agreement or certificate of designation) relating thereto, other than
any amendments or modifications to the Existing Indebtedness, any Permitted
Debt, Qualified Preferred Stock or Permitted Acquired Subsidiary Preferred Stock
which (A) do not make any material term or condition thereof more restrictive
than the previously existing terms and conditions with respect thereto, (B) do
not in any way adversely affect the interests of the Banks, (C) do not increase
the interest or dividend rates applicable thereunder, reduce the maturity date
thereunder or change any pay-in-kind mechanics or requirements or any
subordination provision thereof from those in effect immediately prior to such
amendment or modification, (ii) except as provided in following clause (b), make
(or give any notice in respect of) any voluntary or optional payment or make (or
give any notice in respect of) any prepayment on or redemption, repurchase or
acquisition for value of (including, without limitation, in the case of the
Existing 10-3/4% Senior Subordinated Notes, any offer to purchase same pursuant
to either or both of Sections 4.12 and 4.15 of the Existing 10-3/4% Senior
Subordinated Note Indentures) any of the Existing Indebtedness or, after the
incurrence thereof, any Permitted Debt or Qualified Preferred Stock, (iii)
amend or modify, or permit the amendment or modification of, any provision
(including without limitation for purposes of this clause (iii) as a
modification, any reduction to the amount available pursuant to the Receivables
Maximum Funding Amount) of the documentation with respect to the Receivables
Facility, except for amendments and modifications where the Receivables
Amendment Conditions are satisfied, or (iv) amend, modify or change its
certificate of incorporation (including, without limitation, by the filing or
modification of any certificate of designation other than any certificate of
designation relating to Qualified Preferred Stock), by-laws, partnership
agreement or certificate of limited partnership, as the case may be, or any
agreement entered into by it, with respect to its capital stock, or enter into
any new agreement with respect to its capital stock, other than any amendments,
modifications or changes pursuant to this clause (iv) and any such new
agreements pursuant to this clause (iv) which do not in any way adversely affect
the interests of the Banks.


                                      -70-


<PAGE>


         (b) Notwithstanding anything to the contrary contained in clause (a)
above, (i) the Existing 10-3/4% Senior Subordinated Notes may be refinanced with
Permitted Subordinated Indebtedness in accordance with the requirements of
Section 9.04(xi) and (ii) the Borrower may repurchase Existing 10-3/4% Senior
Subordinated Notes on the open-market, so long as (x) no Default or Event of
Default is in existence at the time of the respective repurchase or immediately
after giving effect thereto and (y) the aggregate principal amount of the
Existing 10-3/4% Subordinated Notes repurchased pursuant to this clause (ii)
does not exceed $25,000,000 in the aggregate.

         9.11 Limitation on Creation or Acquisition of Subsidiaries and
Unrestricted Subsidiaries. The Borrower will not, and will not permit any of its
Subsidiaries to, establish, create or acquire after the Initial Borrowing Date
any Subsidiary (other than a Shell Corporation, so long as it remains a Shell
Corporation) or Unrestricted Subsidiary, unless (x) in the case of an
Unrestricted Subsidiary (i) it is established, created or acquired by the
Borrower or another Unrestricted Subsidiary, (ii) if a Domestic Unrestricted
Subsidiary of the Borrower, all of the capital stock of such new Domestic
Unrestricted Subsidiary owned by the Borrower shall be pledged pursuant to the
Pledge and Security Agreement and the certificates representing such stock,
together with stock powers duly executed in blank, shall be delivered to the
Collateral Agent, (iii) if a Foreign Unrestricted Subsidiary of the Borrower,
all of the capital stock of such new Foreign Unrestricted Subsidiary owned by
the Borrower (except that not more than 65% of the outstanding voting stock of
any Foreign Unrestricted Subsidiary need be so pledged, except in the
circumstances contemplated by Section 8.15) shall be pledged pursuant to the
Pledge and Security Agreement and the certificates representing such stock,
together with stock powers duly executed in blank, shall be delivered to the
Collateral Agent, and (iv) such Unrestricted Subsidiary shall, at the request of
the Administrative Agent, become a party to any Tax Sharing Agreement then in
effect, or (y) in the case of a Subsidiary, it shall be a Wholly-Owned
Subsidiary of the Borrower and (i) at least 10 Business Days' prior written
notice thereof is given to the Administrative Agent and the Banks, (ii) if a
Domestic Subsidiary, all of the capital stock of such new Domestic Subsidiary
owned by any Credit Party is pledged pursuant to the Pledge and Security
Agreement and the certificates representing such stock, together with stock
powers duly executed in blank, are delivered to the Collateral Agent, (iii) if a
Foreign Subsidiary, all of the capital stock of such new Foreign Subsidiary
owned by any Credit Party (except that not more than 65% of the outstanding
voting stock of any Foreign Subsidiary need be so pledged, except in the
circumstances contemplated by Section 8.15) is pledged pursuant to the Pledge
and Security Agreement and the certificates representing such stock, together
with stock powers duly executed in blank, are delivered to the Collateral
Agent and (iv) any new Domestic Subsidiary executes a counterpart of the
Subsidiaries Guaranty and the Pledge and Security Agreement. In addition, each
new Wholly-Owned Domestic Subsidiary created or acquired after the Initial
Borrowing Date shall execute and deliver, or cause to be executed and delivered,
all other relevant documentation of the type described in Section 5 as such new
Wholly-Owned Domestic Subsidiary would have had to deliver if such new
Wholly-Owned Domestic Subsidiary were a Subsidiary Guarantor on


                                      -71-


<PAGE>


the Initial Borrowing Date. Notwithstanding anything to the contrary contained
above, Two-Step Permitted Acquisitions may be effected in accordance with the
definition thereof and the provisions of Section 8.13, in which event upon the
consummation of the first step of the respective Two-Step Permitted Acquisition,
all actions required by clauses (y)(i) and (ii) or (iii), as applicable, of the
second preceding sentence shall be taken, with the remaining actions required to
be taken as described above to be taken at such time as the respective Target
becomes a Wholly-Owned Subsidiary of the Borrower. Notwithstanding anything to
the contrary contained in this Section 9.11 or elsewhere in this Agreement, the
Master Trust may, at any time or from time to time, in accordance with the
operation of the provisions of the Receivables Facility, be or become (or
thereafter cease to be) a Subsidiary of the Receivables Subsidiary (and,
therefore, of the Borrower), and any such occurrence shall not constitute a
violation of any covenant contained in this Agreement (including, without
limitation, this Section 9.11) and in no event shall the Master Trust be
required to become a Subsidiary Guarantor or a Credit Party. If, as contemplated
by the immediately preceding sentence, the Master Trust is at any time a
Subsidiary of the Receivables Subsidiary, the actions taken by the Master Trust
in accordance with the requirements of the Receivables Facility shall likewise
not constitute a violation of any covenant contained in this Agreement.

         9.12 Limitation on Issuance of Capital Stock. (a) The Borrower shall
not issue (i) any Preferred Stock (other than Qualified Preferred Stock issued
pursuant to clause (c) below and any Preferred Stock issued pursuant to the
Rights Plan) or (ii) any redeemable common stock unless, in either case, all
terms thereof are satisfactory to the Required Banks in their sole discretion.

         (b) No Subsidiary of the Borrower shall issue, or permit any of their
Subsidiaries to issue, any capital stock (including by way of sales of treasury
stock) or any options or warrants to purchase, or securities convertible into,
capital stock, except (i) for transfers and replacements of then outstanding
shares of capital stock, (ii) for stock splits, stock dividends and additional
issuances which do not decrease the percentage ownership of the Borrower or any
of its Subsidiaries in any class of the capital stock of such Subsidiaries,
(iii) to qualify directors to the extent required by applicable law and (iv)
Subsidiaries formed after the Initial Borrowing Date pursuant to Section 9.11
may issue capital stock to the Borrower, or such Subsidiary of the Borrower
which is to own such stock in accordance with the requirements of Section 9.11.

         (c) The Borrower may issue Qualified Preferred Stock so long as (v) no
Default or Event of Default shall exist at the time of any such issuance or
immediately after giving effect thereto, (w) with respect to each issue of
Qualified Preferred Stock, the gross cash proceeds therefrom (or in the case of
Qualified Preferred Stock directly issued as consideration for a Permitted
Acquisition, the fair market value thereof (as determined in good faith by the
Borrower) of the assets received therefor) shall be at least equal to the liqui-
dation preference thereof at the time of issuance, (x) the aggregate liquidation
preference


                                      -72-


<PAGE>


of all Qualified Preferred Stock issued pursuant to this Section 9.12(c) shall
not exceed $100,000,000, (y) calculations are made by the Borrower of compliance
with the covenants contained in Sections 9.08 an 9.09 for the Calculation Period
most recently ended prior to the date of the respective issuance of Qualified
Preferred Stock, on a Pro Forma Basis after giving effect to the respective
issuance of Qualified Preferred Stock, and such calculations shall show that
such financial covenants would have been complied with if such issuance of
Qualified Preferred Stock had been consummated on the first day of the
respective Calculation Period and (z) the Borrower furnishes to the
Administrative Agent for distribution to each of the Banks an officer's
certificate by the chief financial officer of the Borrower certifying to the
best of his knowledge as to compliance with the requirements of this Section
9.12(c) and containing the calculations required by the preceding clause (y).

         (d) Any Subsidiary of the Borrower acquired pursuant to a Permitted
Acquisition may have, and continue to have, outstanding Permitted Acquired
Subsidiary Preferred Stock, so long as the aggregate amount (determined on the
basis of the liquidation preference of each issue of outstanding Permitted
Acquired Subsidiary Preferred Stock) of all outstanding Permitted Acquired
Subsidiary Preferred Stock at any time outstanding does not exceed $75,000,000,
and so long as (x) the requirements of Section 8.13 are met with respect to such
Permitted Acquisition and (y) no violation of Section 9.04 occurs, in each case,
as a result of the assumption of any Permitted Acquired Subsidiary Preferred
Stock.

         9.13 Business. (a) The Borrower will not, and will not permit any of
Subsidiaries (other than the Receivables Subsidiary) to, engage (directly or
indirectly) in any business other than a Permitted Business. The Borrower will
not permit any Subsidiary to create or own any Unrestricted Subsidiaries. No
Unrestricted Subsidiary shall engage (directly or indirectly) in any business
other than the Media Business.

         (b) The Borrower shall cause each of Treasure Chest of Nevada and RGP
to engage in no significant business and at no time to have assets with an
aggregate value in excess of $50,000.

         (c) The Borrower shall cause the Receivables Subsidiary to comply with
the requirements of Section 9.15(a).

         9.14 Limitation on Certain Restrictions on Subsidiaries. (a) The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective,
except as set forth on Schedule X, any encumbrance or restriction on the ability
of any such Subsidiary to (x) pay Dividends or make any other distributions on
its capital stock or any other interest or participation in its profits owned by
the Borrower or any of its Subsidiaries or pay any Indebtedness owed to the
Borrower or any of its Subsidiaries, (y) make loans or advances to the Borrower
or any of its Subsidiaries or (z) transfer any of its properties or assets to
the Borrower or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason


                                      -73-


<PAGE>


of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii)
the provisions contained in the Existing Indebtedness, (iv) restrictions
existing under Permitted Debt hereafter incurred or issued in accordance with
the relevant definitions contained herein, (v) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or any of its Subsidiaries, (vi) customary provisions restricting
assignment of any licensing agreement entered into by the Borrower or any of its
Subsidiaries in the ordinary course of business, (vii) restrictions imposed by
any holder of a Permitted Lien on the transferability of any asset subject to
such Permitted Lien, (viii) restrictions on the Receivables Subsidiary, and with
respect to the Receivables Facility Assets, set forth in the Receivables
Documents and (ix) any Subsidiary which is the issuer of Permitted Acquired Debt
or Permitted Acquired Subsidiary Preferred Stock may be subject to the
restrictions contained therein (so long as same were not made worse, from the
perspective of the Borrower, than the restrictions as in effect immediately
prior to the acquisition of the respective Subsidiary pursuant to a Permitted
Acquisition).

         (b) The Borrower will not permit any of its Unrestricted Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any restriction whatsoever on the operations of the Borrower
and/or its Subsidiaries.

         9.15 Limitation on Receivables Subsidiary and Receivables Facility. The
Receivables Subsidiary shall engage in no business activities other than the
purchase, acquisition, sale and pledge of receivables (or interests therein)
pursuant to the Receivables Facility and borrowings thereunder and any business
activities reasonably incidental thereto, all in accordance with the Receivables
Facility, and shall have no assets or liabilities, other than promissory notes
contributed by Treasure Chest in accordance with Section 9.05(xv) and
receivables purchased from or contributed by the Receivables Sellers from time
to time, cash collections therefrom, any investments of such cash collections
and other assets and liabilities reasonably incidental to the foregoing
activities, and shall in no event purchase any receivables from an Unrestricted
Subsidiary.

         SECTION 10. Events of Default. Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

         10.01 Payments. The Borrower shall (i) default in the payment when due
of any principal of any Loan or any Note, (ii) default in the payment of any
Unpaid Drawing for three or more Business Days after the date the respective
Drawing was made or, if no Default or Event of Default exists pursuant to
Section 10.05, for three or more Business Days after the receipt by the Borrower
of notice of the respective Drawing by the Administrative Agent or the Issuing
Bank or (iii) default, and such default shall continue unremedied for three or
more Business Days (or five or more Business Days, in the case of the payment of
Fees), in the payment when due of any interest on any Loan or Note or Unpaid
Drawing, or any Fees or any other amounts owing hereunder or under any other
Credit Document; or


                                      -74-


<PAGE>


         10.02 Representations, etc. Any representation, warranty or statement
made by any Credit Party herein or in any other Credit Document or in any
certificate delivered pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made; or

         10.03 Covenants. Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(g)(i), 8.08, 8.12, 8.13 or 9 or (ii) default in the due performance
or observance by it of any other term, covenant or agreement contained in this
Agreement and such default shall continue unremedied for a period of 30 days
after written notice to the Borrower by the Administrative Agent or any Bank; or

         10.04 Default Under Other Agreements. (i) The Borrower or any of its
Subsidiaries shall (x) default in any payment of any Indebtedness (other than
the Obligations) beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created or (y) default
in the observance or performance of any agreement or condition relating to any
Indebtedness (other than the Obligations) or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause (determined
without regard to whether any notice is required), any such Indebtedness to
become due prior to its stated maturity, or (ii) any Indebtedness (other than
the Obligations) of the Borrower or any of its Subsidiaries shall be declared to
be due and payable, or required to be prepaid other than by a regularly
scheduled required prepayment, prior to the stated maturity thereof, provided
that it shall not be a Default or Event of Default under this Section 10.04
unless the aggregate principal amount of all Indebtedness as described in
preceding clauses (i) and (ii) is at least $5,000,000; or

         10.05 Bankruptcy, etc. The Borrower or any of its Subsidiaries
(excluding Insignificant Subsidiaries) shall commence a voluntary case
concerning itself under Title 11 of the United States Code entitled
"Bankruptcy," as now or hereafter in effect, or any successor thereto (the
"Bankruptcy Code") or shall consent to the filing of any petition against it
under any such law; or an involuntary case is commenced against the Borrower or
any of its Subsidiaries (excluding Insignificant Subsidiaries) and the petition
is not controverted within 15 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
the Borrower or any of its Subsidiaries (excluding Insignificant
Subsidiaries), or the Borrower or any of its Subsidiaries (excluding
Insignificant Subsidiaries) commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to the Borrower or any of its Subsidiaries
(excluding Insignificant Subsidiaries), or there is commenced


                                      -75-


<PAGE>


against the Borrower or any of its Subsidiaries (excluding Insignificant
Subsidiaries) any such proceeding which remains undismissed for a period of 60
days, or the Borrower or any of its Subsidiaries (excluding Insignificant
Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any of its Subsidiaries (excluding Insignificant Subsidiaries) suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower or any of its Subsidiaries (excluding Insignificant Subsidiaries) makes
a general assignment for the benefit of creditors; or any corporate action is
taken by the Borrower or any of its Subsidiaries (excluding Insignificant
Subsidiaries) for the purpose of effecting any of the foregoing; or

         10.06 ERISA. (a) Any Plan or Multiemployer Plan shall fail to satisfy
the minimum funding standard required for any plan year or part thereof or a
waiver of such standard or extension of any amortization period is sought or
granted under Section 412 of the Code, any Plan shall have had or is likely to
have a trustee appointed to administer such Plan under Section 4042 of ERISA,
any Plan or Multiemployer Plan is, shall have been or is likely to be terminated
or to be the subject of termination proceedings under ERISA, any Plan shall have
an Unfunded Current Liability, a contribution required to be made by the
Borrower or a Subsidiary or an ERISA Affiliate to a Plan or Multiemployer Plan
or a Foreign Pension Plan has not been timely made, the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate has incurred or is likely to
incur a liability to or on account of a Plan or Multiemployer Plan under Section
409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971, 4975 or 4980 of the Code, or the Borrower or any
Subsidiary of the Borrower has incurred or is likely to incur liabilities
pursuant to one or more employee welfare benefit plans (as defined in Section
3(1) of ERISA) that provide benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or pursuant to any
employee pension benefit plan (as defined in Section 3(2) of ERISA) or Foreign
Pension Plan; (b) there shall result from any such event or events the
imposition of a lien, the granting of a security interest, or a liability or a
material risk of incurring a liability; and (c) which lien, security interest or
liability, individually, and/or in the aggregate, in the reasonable opinion of
the Required Banks, will have a Material Adverse Effect.

         10.07 Security Documents. At any time after the execution and delivery
thereof, any of the Security Documents shall cease to be in full force and
effect, or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral), in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons (except as permitted by
Section 9.01), and subject to no other Liens (except as permitted by Section
9.01), or any Credit Party shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant
to any of the Security


                                      -76-


<PAGE>


Documents and such default shall continue beyond any grace period specifically
applicable thereto pursuant to the terms of such Security Document; or

         10.08 Subsidiaries Guaranty. The Subsidiaries Guaranty or any material
provision thereof shall cease to be in full force or effect as to any Subsidiary
Guarantor, or any Subsidiary Guarantor or Person acting by or on behalf of such
Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor's
obligations under the Subsidiaries Guaranty, or any Subsidiary Guarantor shall
default in the due performance or observance of any material term, covenant or
agreement on its part to be performed or observed pursuant to the Subsidiaries
Guaranty; or

         10.09 Judgments. One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving in the aggregate for
the Borrower and its Subsidiaries a liability (not paid or to the extent not
covered by a reputable and solvent insurance company or not paid) and such
judgments and decrees either shall be final and non-appealable or shall not be
vacated, discharged or stayed or bonded pending appeal for any period of 60
consecutive days, and the aggregate amount of all such judgments exceeds
$5,000,000; or

         10.10 Change of Control. A Change of Control shall occur; or

         10.11 Receivables Facility. Any early amortization event or any event
permitting any Receivables Purchaser or Receivables Purchasers to effect an
early termination of the Receivables Facility (or a portion thereof) shall have
occurred and be continuing (after giving effect to any legally valid written
waivers of such events adopted by the relevant Receivables Purchasers);

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Banks, shall by written notice to the Borrower, take any or all of
the following actions, without prejudice to the rights of the Administrative
Agent, any Bank or the holder of any Note to enforce its claims against any
Credit Party (provided that, if an Event of Default specified in Section 10.05
shall occur with respect to the Borrower, the result of which would occur upon
the giving of written notice by the Administrative Agent to the Borrower as
specified in clauses (i) and (ii) below shall occur automatically without the
giving of any such notice): (i) declare the Total Commitment terminated,
whereupon the Commitment of each Bank shall forthwith terminate immediately and
any Commitment Commission and other Fees shall forthwith become due and payable
without any other notice of any kind; (ii) declare the principal of and any
accrued interest in respect of all Loans and the Notes and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) terminate any Letter
of Credit, which may be terminated, in accordance with its terms; (iv) direct
the Borrower to


                                      -77-


<PAGE>


pay (and the Borrower agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 10.05 with respect to the
Borrower, it will pay) to the Administrative Agent at the Payment Office such
additional amount of cash, to be held as security by the Administrative Agent,
as is equal to the aggregate Stated Amount of all Letters of Credit issued for
the account of the Borrower and then outstanding; (v) enforce, as Collateral
Agent, all of the Liens and security interests created pursuant to the Security
Documents; and (vi) apply any cash collateral held for the benefit of the Banks
pursuant to Section 4.02 to repay outstanding Obligations.

         SECTION 11. Definitions and Accounting Terms.

         11.01 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

         "Acquired Business" shall mean any Person or business, division or
product line acquired pursuant to a Permitted Acquisition.

         "Acquired EBITDA" shall mean, for any Acquired Business for any period,
the Consolidated EBITDA as determined for such Acquired Business on a basis
substantially the same (with necessary reference changes) as provided in the
definition of Consolidated EBITDA contained herein, except that (i) all
references therein and in the component definitions used in determining
Consolidated EBITDA to "the Borrower and its Subsidiaries" shall be deemed to be
references to the respective Acquired Business and (ii) the adjustments
contained in clauses (w), (y) and (z) of the definition of Consolidated EBITDA
shall not be made.

         "Adjusted Percentage" shall mean (x) at a time when no Bank Default
exists, for each Bank, such Bank's Percentage at such time and (y) at a time
when a Bank Default exists (i) for each Bank that is a Defaulting Bank, zero and
(ii) for each Bank that is a Non-Defaulting Bank, the percentage determined by
dividing such Bank's Commitment at such time by the Adjusted Total Commitment at
such time, it being understood that all references herein to Commitments and the
Adjusted Total Commitment at a time when the Total Commitment or Adjusted Total
Commitment, as the case may be, has been terminated shall be references to the
Commitments or Adjusted Total Commitment, as the case may be, in effect
immediately prior to such termination, provided that (A) no Bank's Adjusted
Percentage shall change upon the occurrence of a Bank Default from that in
effect immediately prior to such Bank Default, to the extent such change after
giving effect to such Bank Default, and any repayment of Revolving Loans and
Swingline Loans at such time pursuant to Section 4.02(a) or otherwise, would
cause the sum of (i) the aggregate outstanding principal amount of Revolving
Loans at such time of all Non-Defaulting Banks plus (ii) the aggregate
outstanding principal amount of Swingline Loans at such time plus (iii) the
Letter of Credit Outstandings at such time, to exceed the Adjusted Total
Commitment at such


                                      -78-


<PAGE>


time; (B) any changes to the Adjusted Percentage that would have become
effective upon the occurrence of a Bank Default but that did not become
effective as a result of the preceding clause (A) shall become effective on
the first date after the occurrence of the relevant Bank Default on which the
sum of (i) the aggregate outstanding principal amount of the Revolving Loans of
all Non-Defaulting Banks plus (ii) the aggregate outstanding principal amount
of Swingline Loans plus (iii) the Letter of Credit Outstandings is equal to or
less than the Adjusted Total Commitment; and (C) if (i) a Non-Defaulting Bank's
Adjusted Percentage is changed pursuant to the preceding clause (B) and (ii) any
repayment of such Bank's Revolving Loans, or of Unpaid Drawings with respect to
Letters of Credit or of Swingline Loans, that were made during the period
commencing after the date of the relevant Bank Default and ending on the date
of such change to its Adjusted Percentage must be returned to the Borrower as a
preferential or similar payment in any bankruptcy or similar proceeding of the
Borrower, then the change to such Non-Defaulting Bank's Adjusted Percentage
effected pursuant to said clause (B) shall be reduced to that positive change,
if any, as would have been made to its Adjusted Percentage if (x) such
repayments had not been made and (y) the maximum change to its Adjusted
Percentage would have resulted in the sum of the outstanding principal of
Revolving Loans made by such Bank plus such Bank's new Adjusted Percentage of
the outstanding principal amount of Swingline Loans and of Letter of Credit
Outstandings equalling such Bank's Commitment at such time.

         "Adjusted Total Commitment" shall mean at any time the Total Commitment
at such time less the aggregate Commitments of all Defaulting Banks at such
time.

         "Administrative Agent" shall mean Bankers Trust Company, in its
capacity as Administrative Agent for the Banks hereunder, and shall include any
successor to the Administrative Agent appointed pursuant to Section 12.09.

         "Affiliate" shall mean, with respect to any Person, any other Person
(including, for purposes of Section 9.06 only, all directors, officers and
partners of such Person) directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such Person; provided, however,
that for purposes of Section 9.06, (x) subject to following clause (y), an
Affiliate of the Borrower shall include any Person that directly or indirectly
owns more than 10% of any class of the capital stock of the Borrower and any
officer or director of the Borrower or any such Person and (y) any commercial
bank, investment bank, investment company or similar financial institution
holding capital stock of the Borrower for the account of its customers shall not
constitute an Affiliate of the Borrower or its Subsidiaries as a result of such
holdings for the account of its customers. A Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such other
Person, whether through the ownership of voting securities, by contract or
otherwise.


                                      -79-


<PAGE>


         "Agent" shall mean, except as otherwise provided in Section 12, either
or both of the Administrative Agent and Documentation Agent.

         "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated, extended, renewed or replaced from time to
time.

         "Applicable Margin" initially shall mean (subject to any qualification
for different rates pursuant to the immediately succeeding sentence on the
Initial Borrowing Date) a percentage equal to (i) in the case of Base Rate
Loans, 0.750%, (ii) in the case of Eurodollar Loans, 1.750%, (iii) in the case
of the Commitment Commission, 0.375% and (iv) in the case of Letter of Credit
Fees, 1.750%. From and after each day of delivery (including the Initial
Borrowing Date) of any certificate delivered in accordance with the following
sentence indicating an entitlement to a different margin than that described in
the immediately preceding sentence (each, a "Start Date") to and including the
applicable End Date described below, the Applicable Margin shall be that set
forth below opposite the Leverage Ratio indicated to have been achieved in any
certificate delivered in accordance with the following sentence:

Leverage            Eurodollar       Base Rate       Commit-        Letter of
 Ratio                 Loan            Loan            ment        Credit Fee
                      Margin          Margin        Commission
                                                       Fee

 Greater than
   3.75:1 but         1.500%          0.500%          0.375%         1.500%
 less than or
     equal to
       4.00:1

 Greater than
   3.25:1 but         1.250%          0.250%          0.375%         1.250%
 less than or
     equal to
       3.75:1

 Greater than
   2.75:1 but         1.000%          0.000%          0.250%         1.000%
 less than or
     equal to
       3.25:1

 Greater than
   2.25:1 but         0.750%          0.000%          0.250%         0.750%
 less than or
     equal to
       2.75:1


                                      -80-


<PAGE>


Less than or         0.500%           0.000%          0.200%         0.500%
    equal to
      2.25:1


The Leverage Ratio shall be determined based on the delivery of a certificate of
the Borrower by an Authorized Representative of the Borrower to the
Administrative Agent (with a copy to be sent by the Administrative Agent to each
Bank), within 50 days of the last day of any fiscal quarter of the Borrower (or
on or prior to the Initial Borrowing Date in the case of the Applicable Margin
to be initially established), which certificate shall set forth the calculation
of the Leverage Ratio as at the last day of the Test Period ended immediately
prior to the relevant Start Date and the Applicable Margins which shall be
thereafter applicable (until same is changed or ceases to apply in accordance
with the following sentences); provided that at the time of the consummation of
any Permitted Acquisition (including at the time of each step thereof in the
case of a Two-Step Permitted Acquisition) or any Tested Asset Sale or any
issuance of Permitted Debt or Qualified Preferred Stock, an Authorized
Representative of the Borrower shall deliver to the Administrative Agent a
certificate setting forth the calculation of the Leverage Ratio on a Pro Forma
Basis as of the last day of the last Calculation Period ended prior to the date
on which such Permitted Acquisition or Tested Asset Sale is consummated or such
Permitted Debt or Qualified Preferred Stock is issued for which financial
statements have been made available (or were required to be made available)
pursuant to Section 8.01(b) or (c), as the case may be, and the date of such
consummation shall be deemed to be a Start Date and the Applicable Margin which
shall be thereafter applicable (until same is changed or ceases to apply in
accordance with the following sentence) shall be based upon the Leverage Ratio
as so calculated. The Applicable Margins so determined shall apply, except as
set forth in the succeeding sentence, from the Start Date to the earlier of (x)
the date on which the next certificate is delivered to the Administrative Agent,
(y) the date on which the next Permitted Acquisition (or next step of a Two-Step
Permitted Acquisition) or Tested Asset Sale is consummated or Permitted Debt or
Qualified Preferred Stock is issued or (z) the date which is 50 days following
the last day of the Test Period in which the previous Start Date occurred (the
"End Date"), at which time, if no certificate has been delivered to the
Administrative Agent indicating an entitlement to Applicable Margins other than
those described in the first sentence of this definition (and thus commencing a
new Start Date), the Applicable Margins shall be those described in the first
sentence of this definition. Notwithstanding anything to the contrary contained
above in this definition, the Applicable Margins shall be those described in the
first sentence of this definition at all times during which there shall exist
any Event of Default.

         "Asset Sale" shall mean any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries to any Person other than the Borrower or any
Subsidiary Guarantor of any asset, the Net Sale Proceeds of which exceeds
$10,000,000.

         "Assignment and Assumption Agreement" shall mean the Assignment and
Assumption Agreement substantially in the form of Exhibit J (appropriately
completed).


                                      -81-


<PAGE>


         "Attributed Receivables Facility Indebtedness" at any time shall mean
the principal amount of Indebtedness which would be outstanding at such time
under the Receivables Facility if same were structured as a secured lending
agreement rather than a purchase agreement; provided that such principal amount
shall be net of amounts of cash and Cash Equivalents on deposit in any principal
funding or equalization account established pursuant to the Receivables Facility
which, if the Receivables Facility were structured as a secured lending
arrangement rather than as a facility for the sale of Receivables Facility
Assets, would collateralize the Indebtedness issued thereunder.

         "Authorized Representative" shall mean, with respect to (i) delivering
Notices of Borrowing, Notices of Conversion, Letter of Credit Requests and
similar notices, any person or persons that has or have been authorized by the
board of directors of the Borrower to deliver such notices pursuant to this
Agreement and that has or have appropriate signature cards on file with the
Administrative Agent, BTCo and each Issuing Bank; (ii) delivering financial
information and officer's certificates pursuant to this Agreement, the chief
financial officer, any treasurer or other financial officer of the Borrower or
any financial officer of Treasure Chest, Laser Tech or WTI designated by the
chief financial officer of the Borrower and (iii) any other matter in connection
with this Agreement or any other Credit Document, any officer (or a person or
persons so designated by any two officers) of the Borrower.

         "Available Basket Amount" shall mean, on any date of determination, an
amount equal to the sum of (i) 50% of all net proceeds (taking the amount of
cash and the fair market value of any non-cash assets, net of costs incurred in
connection therewith) received by the Borrower from issuances of equity by the
Borrower (including the issuance of any Qualified Preferred Stock) after the
Effective Date, plus (ii) $25,000,000, plus or minus (iii) an amount equal to
the Consolidated Cumulative 25% Net Income Amount on such date minus (iv) the
aggregate amount of consideration paid by the Borrower and its Subsidiaries
(including the amount of any Indebtedness assumed) in connection with
acquisitions effected pursuant to Section 9.02(vii) after the Effective Date,
minus (v) the aggregate amount of Investments made pursuant to Section 9.05(vii)
after the Effective Date, minus (vi) any Dividend payments made by the Borrower
pursuant to Section 9.03(iv) after the Effective Date, plus (vii) the amount of
any increase to the Available Basket Amount made after the Effective Date in
accordance with the provisions of Section 9.05(vii).

         "Bank" shall mean each financial institution with a Commitment listed
on Schedule I (as amended from time to time), as well as any Person which
becomes a "Bank" hereunder pursuant to Section 1.13 and/or 13.04(b).

         "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing (including
any Mandatory Borrowing) or to fund its portion of any unreimbursed payment
under Section 2.03 or (ii) a Bank having notified in writing the Borrower and/or
the Administrative Agent that it does not intend to comply with its obligations
under Section 1.01(a) or Section 2, in the case of either clause (i) or (ii) as
a result of any takeover of such bank by any regulatory authority or agency.


                                      -82-


<PAGE>


         "Bankruptcy Code" shall have the meaning provided in Section 10.05.

         "Base Rate" at any time shall mean the higher of (i) 1/2 of 1% in
excess of the Federal Funds Rate and (ii) the Prime Lending Rate at such time.

         "Base Rate Loan" shall mean (i) each Swingline Loan and (ii) each
Revolving Loan designated or deemed designated as such by the Borrower at the
time of the incurrence thereof or conversion thereto.

         "BFP" shall mean Big Flower Press, Inc. a Delaware corporation, which
corporation was merged with and into Borrower.

         "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

         "Borrower Class B Stock" shall have the meaning provided in Section
7.14.

         "Borrower Common Stock" shall have the meaning provided in Section
7.14.

         "Borrower Preferred Stock" have the meaning provided in Section 7.14.

         "Borrowing" shall mean the borrowing of one Type of Revolving Loan from
all the Banks (or from BTCo, in the case of Swingline Loans) on a given date (or
resulting from a conversion or conversions on such date) having in the case of
Eurodollar Loans the same Interest Period, provided that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of the related
Borrowing of Eurodollar Loans.

         "BTCo" shall mean Bankers Trust Company in its individual capacity.

         "Business Day" shall mean (i) for all purposes other than as covered by
clause (ii) below, any day except Saturday, Sunday and any day which shall be in
New York City a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in the New York interbank Eurodollar market.

         "Calculation Period" shall have the meaning provided in Section 8.13.

         "Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which are required to be capitalized in accordance
with GAAP; provided that Permitted Acquisitions, acquisitions pursuant to
Section 9.02(vii) and Investments pursuant to Section 9.05(vii) shall be deemed
not to constitute Capital Expenditures for purposes of this Agreement.


                                      -83-


<PAGE>


         "Capitalized Lease Obligations" of any Person shall mean all rental
obligations which, under GAAP, are required to be capitalized on the books of
such Person, in each case taken at the amount thereof accounted for as
indebtedness in accordance with GAAP.

         "Cash Equivalents" shall mean, as to any Person, (i) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
one year from the date of acquisition, (ii) time deposits and certificates of
deposit of any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United
States, any State thereof, the District of Columbia or any foreign jurisdiction
having capital, surplus and undivided profits aggregating in excess of
$200,000,000, with maturities of not more than one year from the date of
acquisition by such Person, (iii) repurchase obligations with a term of not more
than 90 days for underlying securities of the types described in clause (i)
above entered into with any bank meeting the qualifications specified in
clause (ii) above, (iv) commercial paper issued by any Person incorporated in
the United States rated at least A-1 or the equivalent thereof by S&P's or at
least P-1 or the equivalent thereof by Moody's and in each case maturing not
more than one year after the date of acquisition by such Person, (v) investments
in money market funds substantially all of whose assets are comprised of
securities of the types described in clauses (i) through (iv) above and (vi)
demand deposit accounts maintained in the ordinary course of business.

         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 et seq.

         "Change of Control" shall mean (i) at any time a "Change of Control"
under, and as defined in, any Existing Indebtedness, any Permitted Refinancing
Indebtedness, any Permitted Subordinated Indebtedness or Qualified Preferred
Stock, in each case to the extent then outstanding, shall have occurred; or (ii)
at any time and for any reason whatsoever (a) the Permitted Holders shall cease
to own at least 1,000,000 shares (adjusted for any stock splits or similar
occurrences after the Effective Date) of the outstanding common stock of the
Borrower, (b) any "Person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), excluding the Permitted Holders, is or becomes
the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act), directly or indirectly, of 30% or more of the outstanding Voting
Stock of the Borrower (or 40% or more of the outstanding Voting Stock of the
Borrower, to the extent (and only to the extent) such "Person" or "group"
"beneficially owning" 30% or more of such Voting Stock received all (to the
extent in excess of 5% of the outstanding Voting Stock of the Borrower) of the
Voting Stock so owned by such "Person" or "group" in connection with an
acquisition approved by Continuing Directors in advance thereof) or (c) the
Board of Directors of the Borrower shall cease to consist of a majority of
Continuing Directors.

         "Co-Agents" shall have the meaning provided in the first paragraph of
this Agreement.


                                      -84-


<PAGE>


         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement, and to any subsequent provision of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

         "Collateral" shall mean and include all Pledge and Security Agreement
Collateral.

         "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.

         "Commitment" shall mean, for each Bank, the amount set forth opposite
such Bank's name in Schedule I hereto directly below the column entitled
"Commitment," as same may be (x) reduced from time to time pursuant to Section
3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of
assignments to or from such Bank pursuant to Section 1.13 or 13.04(b).

         "Commitment Commission" shall have the meaning provided in Section
3.01(a).

         "Committed Financing" shall mean and include, at any time, (i) the
Total Unutilized Commitment under this Agreement at such time and (ii) other
financings (including debt, Qualified Preferred Stock and common stock issuances
by the Borrower) permitted under this Agreement, as then in effect, for which a
binding commitment to provide same, extending for at least 135 days, is then in
place, which commitment, and the terms and conditions and issuer thereof, shall
be reasonably satisfactory to the Agents.

         "Consolidated Cumulative Net Income Period" shall mean each period
consisting of a fiscal quarter of the Borrower ending after the Initial
Borrowing Date and for which the related financial statements required to be
delivered pursuant to Section 8.01(b) or (c), as the case may be, have
theretofore been delivered.

         "Consolidated Cumulative 25% Net Income Amount" shall mean, at any
date, an amount determined on a cumulative basis equal to the sum of (i) 25% of
Consolidated Net Income for all Consolidated Cumulative Net Income Periods
ending after the Initial Borrowing Date and prior to such date of determination
for which Consolidated Net Income was a positive number, minus (ii) 100% of
Consolidated Net Income (expressed as a positive number) for all Consolidated
Cumulative Net Income Periods ending after the last day of the Initial Borrowing
Date and prior to such date of determination for which Consolidated Net Income
was a negative number.

         "Consolidated Debt" shall mean all Indebtedness of the Borrower and its
Subsidiaries determined on a consolidated basis, with respect to borrowed money
or other obligations of such Persons which would appear on the balance sheet of
such Persons as indebtedness (including unreimbursed drawings under Letters of
Credit, but excluding consolidated current liabilities, deferred tax and pension
liabilities, the amount available to be drawn under letters of credit issued for
the account of such Persons (other than unreimbursed drawings)) plus, without
duplication, the amount of all


                                      -85-


<PAGE>


Attributed Receivables Facility Indebtedness at such time, provided that in
determining Consolidated Debt, any Preferred Stock of the Borrower or any of its
Subsidiaries (including, without limitation, any Qualified Preferred Stock and
any Permitted Acquired Subsidiary Preferred Stock) then outstanding) shall be
treated as Indebtedness, with an amount equal to the greater of the liquidation
preference or the maximum fixed repurchase price of any such outstanding
Preferred Stock deemed to be a component of Consolidated Debt.

         "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income of the Borrower and its Subsidiaries, determined on a consolidated basis,
before Consolidated Net Interest Expense (to the extent amounts included in
Consolidated Net Interest Expense have been deducted in arriving at Consolidated
Net Income) and provision for taxes or gains or losses from sales of assets
other than inventory sold in the ordinary course of business, in each case that
were included in arriving at Consolidated Net Income.

         "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto (w) to the extent Consolidated EBITDA is being
determined for any period that includes all or any portion of the three-month
period ended March 31, 1997, then to the extent that Consolidated EBITDA
(whether directly or through reductions to Consolidated Net Income) has been
reduced by not more than (I) $750,000 in cash payments pursuant to the DCS Bonus
Arrangement, (II) $1,750,000 in incentive payments in the form of Borrower
Common Stock issued to employees of DCS pursuant to the DCS Bonus Arrangement
and (III) $75,000 in incentive payments in the form of Borrower Common Stock
issued to employees of DDI pursuant to the DDI Bonus Arrangement, in each case
in such six-month period, the aggregate amount of such reductions, (x) the
amount of all amortization and depreciation and, without duplication, other
non-cash expenses, in each case that were deducted in arriving at Consolidated
EBIT for such period, (y) cash Dividends paid to the Borrower by each
Unrestricted Subsidiary more than 50% of the capital stock of which is directly
owned by the Borrower (together with any cash Dividends paid directly to the
Borrower by any subsidiaries of the respective such Unrestricted Subsidiary)
during the respective Test Period, to the extent such cash Dividends do not
exceed the EBITDA of such Unrestricted Subsidiary, and (z) to the extent
Consolidated EBITDA is being determined for any period that includes all or a
portion of the twelve-month period ended June 30, 1996, then to the extent that
Consolidated EBITDA (whether directly or through reductions to Consolidated Net
Income) has been reduced by not more than $3.7 million of relocation costs
incurred in the twelve-month period ended June 30, 1996, the amount of such
reductions (but in no event to exceed $3.7 million for the twelve month period
ended June 30, 1996).

         "Consolidated Net Income" shall mean, for any period, the net after tax
income of the Borrower and its Subsidiaries determined on a consolidated basis,
without giving effect to any extraordinary non-cash gains or non-cash losses,
any deferred financing costs, any costs in respect of the Existing Interest Rate
Swap, any non-recurring non-operational charges or gains, any non-cash expenses
incurred or payments made in connection with the Transaction and purchase
accounting adjustments, and without giving effect to gains and losses from the
sale or disposition of assets (other than sales or dispositions of inventory,
equipment, raw materials and supplies) by the Borrower and


                                      -86-


<PAGE>


its Subsidiaries after the Initial Borrowing Date; provided that the following
items shall be excluded in computing Consolidated Net Income (without
duplication): (i) the net income of any Person in which any Person or Persons
other than the Borrower and its Wholly-Owned Subsidiaries has an equity interest
or interests, to the extent of such equity interests held by Persons other than
the Borrower and its Wholly-Owned Subsidiaries in such Person, (ii) except for
determinations expressly required to be made on a Pro Forma Basis, the net
income (or loss) of any Person accrued prior to the date it becomes a
Wholly-Owned Subsidiary or all or substantially all of the property or assets of
such Person are acquired by a Wholly-Owned Subsidiary and (iii) the net income
of any Subsidiary to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary of such net income is not at the time
permitted by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Subsidiary; and provided further that, in calculating
Consolidated Net Income for the purposes of the definition of Consolidated
Cumulative 25% Net Income Amount, Consolidated Net Income shall mean the amount
determined by reference to the preceding clause less (to the extent not already
reduced thereby) the amount of all cash Dividend requirements (whether or not
declared or paid) on Preferred Stock (including, without limitation, any
Qualified Preferred Stock and Permitted Acquired Subsidiary Preferred Stock then
outstanding) paid, accrued or scheduled to be paid or accrued during such
period.

         "Consolidated Net Interest Coverage Ratio" for any period shall mean
the ratio of Consolidated EBITDA to Consolidated Net Interest Expense for such
period.

         "Consolidated Net Interest Expense" shall mean, for any period, the
total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, (i) that portion of Capitalized Lease
Obligations of the Borrower and its Subsidiaries representing the interest
factor for such period, and capitalized interest expense, (ii) all Receivables
Facility Financing Costs for such period, and (iii) the product of (x) the
amount of all Dividend requirements (whether or not declared or paid) on
Preferred Stock (including Qualified Preferred Stock and Permitted Acquired
Subsidiary Preferred Stock) of the Borrower and its Subsidiaries paid, accrued
or scheduled to paid or accrued during such period multiplied by (y) a fraction,
the numerator of which is one and the denominator of which is one minus the then
current effective consolidated Federal, state, local and foreign tax rate
(expressed as a decimal number between one and zero) of the Borrower as
reflected in the audited consolidated financial statements of the Borrower for
its most recently completed fiscal year, which amounts described in preceding
clause (iii) shall be treated as interest expense of the Borrower and its
Subsidiaries for purposes of this definition regardless of the treatment of such
amounts under GAAP, in each case net of the total consolidated cash interest
income of the Borrower and its Subsidiaries for such period, but excluding the
amortization of any deferred financing costs or of any costs in respect of the
Existing Interest Rate Swap.

         "Continuing Directors" shall mean the directors of the Borrower on the
Effective Date and each other director, if such director's nomination for
election to the Board of Directors of the Borrower is recommended by a majority
of the then Continuing Directors.


                                      -87-


<PAGE>


         "Credit Documents" shall mean this Agreement and, after the execution
and delivery thereof pursuant to the terms of this Agreement, each Note, each
Security Document and the Subsidiaries Guaranty and, after the execution and
delivery thereof, each additional guaranty or security document executed
pursuant to Section 8.11.

         "Credit Event" shall mean the making of any Loan or the issuance of any
Letter of Credit.

         "Credit Party" shall mean the Borrower and each Subsidiary Guarantor.

         "Currency Agreement" shall mean any obligations of any Person pursuant
to any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement designed to protect such Person or any of its
Subsidiaries or Affiliates against fluctuations in currency values.

         "DCS" shall mean Digital Color Systems, Ltd., a Missouri corporation.

         "DCS Bonus Arrangement" shall mean a stay-in-place incentive bonus
arrangement between the Borrower and/or Laser Tech and certain employees of DCS.

         "DDI" shall mean Digital Dimensions, Inc., a Missouri corporation.

         "DDI Bonus Arrangement" shall mean a stay-in-place incentive bonus
arrangement between the Borrower and/or Laser Tech and an employee of DDI.

         "Debt Agreements" shall mean all agreements evidencing or relating to
Indebtedness of the Borrower or any of its Subsidiaries which is to remain
outstanding after giving effect to the incurrence of Revolving Loans on the
Initial Borrowing Date.

         "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

         "Defaulting Bank" shall mean any Bank with respect to which a Bank
Default is in effect.

         "Dividend" with respect to any Person shall mean that such Person has
declared or paid a dividend or returned any equity capital to its stockholders
or partners or authorized or made any other distribution, payment or delivery of
property (other than distributions or dividends of common stock of such
Person) or cash to its stockholders or partners as such, or redeemed, retired,
purchased or otherwise acquired, directly or indirectly, for a consideration
any shares of any class of its capital stock or any partnership interests
outstanding on or after the Effective Date (or any options or warrants issued by
such Person with respect to its capital stock or any partnership interests), or
set aside any funds for any of the foregoing purposes, or shall have permitted
any of its Subsidiaries


                                      -88-


<PAGE>


to purchase or otherwise acquire for a consideration any shares of any class of
the capital stock or any partnership interests of such Person outstanding on or
after the Effective Date (or any options or warrants issued by such Person with
respect to its capital stock or any partnership interests). Without limiting the
foregoing, "Dividends" with respect to any Person shall also include all pay-
ments made or required to be made during any period by such Person with respect
to any stock appreciation rights, plans, equity incentive or achievement plans
or any similar plans, or the Rights Plan described in the Registration
Statement, or setting aside of any funds for the foregoing purposes, except to
the extent such payments have reduced Consolidated EBITDA during the respective
period.

         "Documentation Agent" shall mean Credit Suisse First Boston, in its
capacity as Documentation Agent for the Banks hereunder.

         "Documents" shall mean the Credit Documents and the Refinancing
Documents.

         "Dollars" and the sign "$" shall each mean freely transferable lawful
money of the United States.

         "Domestic Subsidiary" shall mean a Subsidiary which is not a Foreign
Subsidiary.

         "Domestic Unrestricted Subsidiary" shall mean any Unrestricted
Subsidiary which is not a Foreign Unrestricted Subsidiary.

         "Drawing" shall have the meaning provided in Section 2.05(b).

         "EBITDA" shall mean, for any Unrestricted Subsidiary for any period,
the Consolidated EBITDA as determined for such Unrestricted Subsidiary and its
subsidiaries on a basis substantially the same (with necessary reference
changes) as provided in the definition of Consolidated EBITDA contained herein,
except that (i) all references therein and in the component definitions used in
determining Consolidated EBITDA to "the Borrower and its Subsidiaries" shall be
deemed to be references to the respective Unrestricted Subsidiary and its
subsidiaries and (ii) the adjustments contained in clauses (w), (y) and (z) of
the definition of Consolidated EBITDA shall not be made.

         "Effective Date" shall have the meaning provided in Section 13.10.

         "Eligible Transferee" shall mean and include a commercial bank, mutual
fund, financial institution, a "qualified institutional buyer" (as defined in
Rule 144A of the Securities Act), any fund that invests in bank loans or any
other "accredited investor" (as defined in Regulation D of the Securities Act).

         "Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, directives, claims, liens,
notices of noncompliance or


                                      -89-


<PAGE>


violation, investigations or proceedings pursuant to or under any Environmental
Law or any permit issued, or any approval given, under any such Environmental
Law (hereafter, for the purposes of this definition, "Claims"), including,
without limitation, (a) any and all Claims by governmental or regulatory
authorities for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law, and (b) any and
all Claims by any third party seeking damages, contribution, indemnification,
cost recovery, compensation or injunctive relief in connection with alleged
injury or threat of injury to health, safety or the environment due to the
presence of Hazardous Materials.

         "Environmental Law" means any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, binding and enforceable
guidance and rule of common law, now or hereafter in effect and in each case as
amended, and any binding judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment, to
the extent binding on the Borrower or any of its Subsidiaries, relating to the
environment, employee health and safety (as it relates to Hazardous Materials)
or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal
Water Pollution Control Act, 33 U.S.C. ss. 1251 et seq.; the Toxic Substances
Control Act, 15 U.S.C. ss. 2601 et seq.; the Clean Air Act, 42 U.S.C. ss. 7401
et seq.; the Safe Drinking Water Act, 42 U.S.C. ss. 3803 et seq.; the Oil
Pollution Act of 1990, 33 U.S.C. ss. 2701 et seq.; the Emergency Planning and
the Community Right-to-Know Act of 1986, 42 U.S.C. ss. 11001 et seq., the
Hazardous Material Transportation Act, 49 U.S.C. ss. 1801 et seq. and the
Occupational Safety and Health Act, 29 U.S.C. ss. 651 et seq. (to the extent it
regulates occupational exposure to Hazardous Materials); ISRA and any state
and local or foreign counterparts or equivalents, in each case as amended from
time to time. Notwithstanding the foregoing definition of "Environmental Law",
for purposes of the representations and warranties contained in Section 7.19,
"Environmental Law" shall only mean any Environmental Law in effect as of the
date such representations and warranties are made or are deemed to be made.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect at the date
of this Agreement and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

         "ERISA Affiliate" shall mean each person (as defined in Section 3(9) of
ERISA) which together with the Borrower or any Subsidiary of the Borrower would
be deemed to be a "single employer" within the meaning of Section 414(b), (c)
(or solely for purposes of Section 412 of the Code) (m) of the Code.

         "Eurodollar Loan" shall mean each Revolving Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.

         "Eurodollar Rate" shall mean (a) the offered quotation to first-class
banks in the New York interbank Eurodollar market by BTCo for Dollar deposits of
amounts in immediately available funds comparable to the outstanding principal
amount of the Eurodollar Loan of BTCo with matur-


                                      -90-


<PAGE>


ities comparable to the Interest Period applicable to such Eurodollar Loan
commencing two Business Days thereafter as of 10:00 A.M. (New York time) on the
date which is two Business Days prior to the commencement of such Interest
Period, divided (and rounded off to the nearest 1/16 of 1%) by (b) a percentage
equal to 100% minus the then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves required by applicable law) applicable to any member bank of
the Federal Reserve System in respect of Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D).

         "Event of Default" shall have the meaning provided in Section 10.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Existing Credit Agreement" shall mean the Credit Agreement, dated as
of November 28, 1995, and amended and restated as of March 19, 1996, among the
Borrower, Treasure Chest, the financial institutions from time to time party
thereto, Bank of America NT & SA, The Industrial Bank of Japan, Limited and
Nationsbank, N.A, as Co-Agents, Credit Suisse, as Documentation Agent, and
Bankers Trust Company, as Administrative Agent, as in effect on the Effective
Date.

         "Existing Indebtedness" shall have the meaning provided in Section
5.12.

         "Existing Interest Rate Swap" shall mean the Interest Rate Swap
Agreement of Treasure Chest, dated as of January 19, 1994.

         "Existing Letter of Credit" shall have the meaning provided in Section
2.01(d).

         "Existing 10-3/4% Senior Subordinated Note Indentures" shall mean and
include the Indenture, dated as of August 1, 1993, and the Indenture, dated as
of April 15, 1994, in each case entered into by and between the Borrower (as
successor by merger to BFP) and Shawmut Bank Connecticut, National Association,
as trustee thereunder, as in effect on the Effective Date and as the same may be
modified, amended or supplemented from time to time to the extent permitted in
accordance with the terms hereof and thereof.

         "Existing 10-3/4% Senior Subordinated Note Refinancing" shall mean the
repurchase or redemption by the Borrower of the Existing 10-3/4% Senior
Subordinated Notes and the payment of any premium thereon with the proceeds of
Permitted Subordinated Debt, in each case on terms and conditions (and pursuant
to documentation) satisfactory to the Agents and the Required Banks (it being
understood that, after the Agents have approved the relevant documentation with
respect to any Existing 10-3/4% Senior Subordinated Note Refinancing, such
documentation shall be distributed to the Banks and, if any Bank has not
objected to the terms of the relevant documentation within 5 Business Days
after its receipt thereof, such documentation shall be deemed satisfactory to
such Bank).


                                      -91-


<PAGE>


         "Existing 10-3/4% Senior Subordinated Notes" shall mean the Borrower's
(as successor by merger to BFP) 10-3/4% Senior Subordinated Notes due 2003, as
in effect on the Effective Date and as the same may be modified, supplemented or
amended from time to time to the extent permitted pursuant to the terms hereof
and thereof.

         "Facing Fee" shall have the meaning provided in Section 3.01(c).

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

         "Fees" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

         "Final Maturity Date" shall mean June 12, 2002.

         "Foreign Pension Plan" means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or any of its Subsidiaries residing outside the United States of America, which
plan, fund or other similar program provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

         "Foreign Subsidiary" shall mean each Subsidiary of the Borrower that is
incorporated under the laws of any jurisdiction other than the United States of
America, any State thereof, the United States Virgin Islands or Puerto Rico.

         "Foreign Unrestricted Subsidiary" shall mean each Unrestricted
Subsidiary that is incorporated under the laws of any jurisdiction other than
the United States of America, any State thereof, the United States Virgin
Islands or Puerto Rico.

         "GAAP" or "Generally Accepted Accounting Principles" shall have the
meaning provided for GAAP in Section 13.07(a).

         "Guaranty" shall mean, as to any Person, any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness, leases, dividends or
other obligations ("primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent,


                                      -92-


<PAGE>


(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold harmless the holder
of such primary obligation against loss in respect thereof; provided, however,
that the term Guaranty shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guaranty
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Guaranty is made (or, if less,
the maximum amount of such primary obligation for which such Person may be
liable pursuant to the terms of the instrument evidencing such Guaranty) or, if
not stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith.

         "Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable and
require abatement, transformers or other equipment that contain dielectric fluid
containing polychlorinated biphenyls, and radon gas; (b) any chemicals,
materials or substances included as "hazardous substances," "hazardous waste,"
"hazardous materials," "extremely hazardous substances," "restricted hazardous
waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants,"
or words of similar import, under any applicable Environmental Law; and (c) any
other chemical, material or substance, to the extent exposure is prohibited,
limited or regulated under Environmental Laws.

         "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn under all letters of
credit issued for the account of such Person and all unpaid drawings in respect
of such letters of credit, (iii) all Indebtedness of the types described in
clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any
Lien on any property owned by such Person, whether or not such Indebtedness has
been assumed by such Person (to the extent of the value of the respective
property), (iv) the aggregate amount required by GAAP to be capitalized under
leases under which such Person is the lessee, (v) all obligations of such Person
to pay a specified purchase price for goods or services, whether or not
delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Guaranties of such Person and (vii) all obligations under any Interest Rate
Protection Agreement, any Currency Agreement or under any similar type of
agreement. In addition to the foregoing, all Attributed Receivables Facility
Indebtedness shall constitute Indebtedness.

         "Initial Borrowing Date" shall mean the date occurring on or after the
Effective Date on which the initial Borrowing of Revolving Loans occurs.

         "Insignificant Subsidiary" shall mean any Subsidiary of the Borrower
which has assets of not greater than $5,000,000 in the aggregate and which, if
aggregated with all other Subsidiaries


                                      -93-


<PAGE>


of the Borrower with respect to which an event described under Section 10.05 has
occurred and is continuing, would have assets of not greater than $5,000,000.

         "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

         "Interest Period" shall have the meaning provided in Section 1.09.

         "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest collar agreement, interest rate
hedging agreement, interest rate floor agreement or other similar agreement or
arrangement.

         "Investor Certificates" shall have the meaning provided in the
Receivables Pooling Agreement.

         "Investments" shall have the meaning provided in Section 9.05.

         "ISRA" shall mean the New Jersey Industrial Site Recovery Act.

         "Issuing Bank" shall mean BTCo and any Bank which at the request of the
Borrower and with the consent of the Administrative Agent agrees, in such Bank's
sole discretion, to become an Issuing Bank for the purpose of issuing Letters of
Credit pursuant to Section 2. The sole Issuing Bank on the Initial Borrowing
Date is BTCo.

         "Laser Tech" shall mean Laser Tech Color, Inc., a Delaware corporation.

         "L/C Supportable Indebtedness" shall mean (i) obligations of the
Borrower or any Subsidiary Guarantor incurred in the ordinary course of business
with respect to contractual obligations (including with respect to lottery
contracts), environmental responsibilities, employee benefit obligations,
insurance obligations and workers' compensation, surety bonds and other similar
statutory obligations and (ii) such other obligations of the Borrower or any
Subsidiary Guarantor as are permitted to remain outstanding hereunder without
giving rise to any violation of this Agreement.

         "Leaseholds" of any Person means all the right, title and interest of
such Person as lessee or licensee in, to and under leases or licenses of land,
improvements and/or fixtures.

         "Letter of Credit" shall have the meaning provided in Section 2.01(a).

         "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).


                                      -94-


<PAGE>


         "Letter of Credit Outstandings" shall mean, at any time, the sum of (i)
the aggregate Stated Amount of all outstanding Letters of Credit which have not
terminated at such time and (ii) the amount of all Unpaid Drawings at such time.

         "Letter of Credit Request" shall have the meaning provided in 2.03(a).

         "Leverage Ratio" shall mean on any date the ratio of (i) Consolidated
Debt on such date to (ii) Consolidated EBITDA for the period of four consecutive
fiscal quarters most recently ended on or prior to such date, in each case taken
as one accounting period; provided that (x) if one or more Permitted
Acquisitions is effected during the respective Test Period, Consolidated EBITDA
shall, for the purposes of this definition only, be calculated on a Pro Forma
Basis (but only giving effect to adjustments described in clause (iii) of the
definition of Pro Forma Basis) after giving effect to such Permitted Acquisition
and (y) if one or more Asset Sales is effected during the respective Test
Period, Consolidated EBITDA shall, for purposes of this definition only, be
calculated on a Pro Forma Basis after giving effect to such Asset Sale.

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

         "Loan" shall mean each Revolving Loan and each Swingline Loan.

         "Mandatory Borrowing" shall have the meaning provided in Section
1.01(c).

         "Margin Stock" shall have the meaning provided in Regulation U.

         "Master Trust" shall mean the trust created pursuant to the Receivables
Facility, and any successor or similar trust created pursuant to any subsequent
Receivables Facility.

         "Material Adverse Effect" shall mean a material adverse effect on the
business, operations, properties, assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

         "Maximum Swingline Amount" shall mean $25,000,000.

         "Media Business" shall mean any Permitted Business and any business
that creates, communicates, licenses, markets, leases or disseminates ideas,
information or entertainment, together with all businesses related thereto, and
any business that generates a significant portion of its revenues from marketing
or advertising services.


                                      -95-


<PAGE>


         "Moody's" shall mean Moody's Investors Service, Inc.

         "Multiemployer Plan" shall mean (i) any plan, as defined in Section
4001(a)(3) of ERISA, which is maintained or contributed to (or to which there is
an obligation to contribute to) by the Borrower or a Subsidiary of the Borrower
or an ERISA Affiliate and that is subject to Title IV of ERISA, and (ii) each
such plan for the five year period immediately following the latest date on
which the Borrower, a Subsidiary of the Borrower or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan if,
for purposes of this clause (ii), the Borrower, any Subsidiary of the Borrower
or any ERISA Affiliate could currently incur any liability under such plan.

         "Net Cash Proceeds" shall mean for any event requiring a commitment
reduction pursuant to Section 3.03, the gross cash proceeds (including any
cash received by way of deferred payment pursuant to a promissory note,
receivable or otherwise, but only as, when and to the extent actually received)
received from such event, net of reasonable transaction costs (including, as
applicable, any underwriting, brokerage or other customary commissions and
reasonable legal, advisory, accounting, investment banking and other fees and
expenses associated therewith) received from any such event.

         "Net Sale Proceeds" shall mean for any sale of assets, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as, when and to the extent
actually received) received from any sale of assets, net of reasonable
transaction costs (including, without limitation, any underwriting, brokerage or
other customary selling commissions and reasonable legal, advisory, accounting,
investment banking and other fees and expenses, including title and recording
expenses, associated therewith) and payments of unassumed liabilities relating
to the assets sold at the time of, or within 90 days after, the date of such
sale, the amount of such gross cash proceeds required to be used to repay any
Indebtedness which is secured by the respective assets which were sold, and
the estimated marginal increase in income taxes which will be payable by the
Borrower's consolidated group with respect to the fiscal year (for U.S. federal
income tax purposes) in which the sale occurs as a result of such sale; but
excluding any portion of any such gross cash proceeds which the Borrower
determines in good faith should be reserved for post-closing adjustments (to the
extent the Borrower delivers to the Banks a certificate signed by its chief
financial officer or treasurer, controller or chief accounting officer as to
such determination), it being understood and agreed that on the day that all
such post-closing adjustments have been determined, (which shall not be later
than one year following the date of the respective asset sale), the amount (if
any) by which the reserved amount in respect of such sale or disposition exceeds
the actual post-closing adjustments paid by the Borrower or any of its Subsidi-
aries shall constitute Net Sale Proceeds on such date received by the Borrower
and/or any of its Subsidiaries from such sale, lease, transfer or other
disposition.

         "Non-Defaulting Bank" shall mean and include each Bank other than a
Defaulting Bank.


                                      -96-


<PAGE>


         "Non-Facility Letter of Credit" shall mean any standby letter of credit
(other than a Standby Letter of Credit) issued by a financial institution
reasonably acceptable to the Administrative Agent for the account of the
Borrower.

         "Note" shall mean each Revolving Note and the Swingline Note.

         "Notice of Borrowing" shall have the meaning provided in Section 1.03.

         "Notice of Conversion" shall have the meaning provided in Section 1.06.

         "Notice Office" shall mean the office of the Administrative Agent
located at 130 Liberty Street, New York, New York 10006, Attention: Timothy
Morris, or such other office as the Administrative Agent may hereafter designate
in writing as such to the other parties hereto.

         "Obligations" shall mean all amounts owing to the Agents, the
Collateral Agent, any Issuing Bank or any Bank pursuant to the terms of this
Agreement or any other Credit Document.

         "Participant" shall have the meaning provided in Section 2.04(a).

         "Payment Office" shall mean the office of the Administrative Agent
located at One Bankers Trust Plaza, New York, New York 10006, or such other
office located in New York, New York as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

         "Percentage" of any Bank at any time shall mean a fraction (expressed
as a percentage) the numerator of which is the Commitment of such Bank at such
time and the denominator of which is the Total Commitment at such time, provided
that if the Percentage of any Bank is to be determined after the Total
Commitment has been terminated, then the Percentages of the Banks shall be
determined immediately prior (and without giving effect) to such termination.

         "Permitted Acquired Debt" shall mean Indebtedness of any Subsidiary of
the Borrower acquired pursuant to a Permitted Acquisition, which Indebtedness
existed at the time of the consummation of any such acquisition and was not
created in contemplation thereof (and the provisions of which were not altered
in contemplation thereof), so long as (x) the Borrower and its other
Subsidiaries (other than the Subsidiary being so acquired) have no liability
with respect to any such Indebtedness and (y) any Liens securing such
Indebtedness apply only to assets of the Subsidiary so acquired (and so long as
additional assets of such Subsidiary are not granted as security following, or
in contemplation of, the respective Permitted Acquisition).


                                      -97-


<PAGE>


         "Permitted Acquired Subsidiary Preferred Stock" shall mean any
Preferred Stock of any Subsidiary of the Borrower acquired pursuant to a
Permitted Acquisition, which Preferred Stock existed at the time of the
consummation of any such acquisition and was not created in contemplation
thereof (and the provisions of which were not altered in contemplation thereof),
so long as (x) the Borrower and its other Subsidiaries (other than the
Subsidiary being so acquired) have no liability with respect to any such
Preferred Stock, (y) such Preferred Stock does not have ordinary voting rights
for the election of directors and (z) such Preferred Stock is not secured.

         "Permitted Acquisition" shall mean the acquisition by the Borrower or
any Wholly-Owned Subsidiary of the Borrower of assets constituting part of or
an entire business, division or product line of any Person not already a
Subsidiary of the Borrower, or of 100% of the capital stock of any such Person
(in each case, together with any related assets used in the business, division
or product line of the Person so acquired), which Person shall, as a result of
such acquisition, become a Wholly-Owned Subsidiary of the Borrower, provided
that (A) the consideration paid by the Borrower or such Wholly-Owned Subsidiary,
as the case may be, consists solely of cash (including proceeds of Revolving
Loans) or common stock, the issuance of any Qualified Preferred Stock otherwise
permitted in Section 9.12, the issuance of Indebtedness otherwise permitted in
Section 9.04 and the assumption/acquisition of any Permitted Acquired Debt
(calculated at face value) or Permitted Acquired Subsidiary Preferred Stock
(calculated on a fair market value basis (as determined in good faith by the
Borrower or such Wholly-Owned Subsidiary)) relating to such business,
division, product line or Person which is permitted to remain outstanding in
accordance with the requirements of Section 9.04, (B) the assets acquired, or
the business of the Person whose stock is acquired, shall be in a Permitted
Business, and (C) in the case of the acquisition of 100% of the capital stock of
any Person, such Person shall own no capital stock of any other Person unless
(x) such Person owns 100% of the capital stock of such other Person, (y)(1) such
Person and/or its Wholly-Owned Subsidiaries own 80% of the consolidated assets
of such Person and its Subsidiaries and (2) any non-Wholly-Owned Subsidiary of
such Person was a non-Wholly-Owned Subsidiary of such Person prior to the date
of such Permitted Acquisition of such Person or (z) such capital stock
constitutes a de minimis holding of such Person in such other Person for
investment purposes. For purposes of determining compliance with the immediately
preceding sentence, Indebtedness acquired pursuant to any Permitted Acquisition
and repaid promptly after (and in any event within 30 days after the date of)
the consummation of the respective Permitted Acquisition shall not be included
as outstanding Indebtedness of the Borrower or its Subsidiaries for purposes of
determining compliance with Section 8.13 and the covenants contained in Section
9, but shall instead be treated as consideration (paid in cash or, if satisfied
through the issuance of common stock or Qualified Preferred Stock as permitted
above, consideration paid in common stock or Qualified Preferred Stock, as the
case may be) paid in connection with such Permitted Acquisition. Notwithstanding
anything to the contrary contained above, (x) a Permitted Acquisition of 100%
of the capital stock of a Person may be effected by means of a two-step
transaction (i.e., by way of consummation of stock purchases pursuant to a
tender offer, followed by a subsequent merger or compulsory share acquisition),
but only so long as such acquisition is effected by means of a Two-Step
Permitted Acquisition (complying with all requirements of the definition
thereof) and, in any event, all requirements set forth above in this definition
of Permitted Acquisition shall in any event be satisfied,


                                      -98-


<PAGE>


except that the requirement of 100% ownership of capital stock of the Target
need not be satisfied until the earlier to occur of the consummation of the
subsequent merger or compulsory share acquisition referenced in the definition
of Two-Step Permitted Acquisition or the date which occurs 135 days after the
consummation of the first step of the Two-Step Permitted Acquisition, (y) the
requirements contained above, in the definition of Two-Step Permitted
Acquisition and in Section 8.13 that 100% of the capital stock of a Person be
acquired pursuant to a Permitted Acquisition shall be deemed modified to the
extent that the respective Person to be acquired has outstanding Permitted
Acquired Subsidiary Preferred Stock which will remain outstanding after giving
affect to the respective Permitted Acquisition, in each case so long as the
amount of Permitted Acquired Subsidiary Preferred Stock at any time outstanding
complies with the applicable requirements of Section 9.12(d), and no violation
of Section 9.04 or any other provision of this Agreement shall occur as a result
of the assumption of the Permitted Acquired Subsidiary Preferred Stock pursuant
to the respective Permitted Acquisition and (z) any acquisition shall be a
Permitted Acquisition only if all requirements of Sections 8.13 and 9.02(vi)
applicable to Permitted Acquisitions are met with respect thereto.

         "Permitted Basket Indebtedness" shall mean (x) unsecured Indebtedness
incurred by the Borrower and/or any Subsidiary Guarantor and (y) Indebtedness of
Foreign Subsidiaries, which Indebtedness as described in this clause (y) may,
but shall not be required to be, secured by assets of (including capital stock
owned by) any Foreign Subsidiary (other than capital stock owned by a Subsidiary
Guarantor) and may be guaranteed (on an unsecured basis) by the Borrower or any
Subsidiary Guarantor.

         "Permitted Business" shall mean the printing, marketing, advertising
sales and advertising services businesses conducted by the Borrower and its
Subsidiaries on the Effective Date, and any printing, marketing, advertising
sales and advertising services business and reasonable extensions thereof
engaged in by the Borrower and its Subsidiaries in the future (including data
collection and related businesses).

         "Permitted CapEx Amount" shall have the meaning provided in Section
9.07(a).

         "Permitted Debt" shall mean and include Permitted Secured Indebtedness,
Permitted Refinancing Indebtedness and Permitted Subordinated Indebtedness.

         "Permitted Holders" shall mean and include (i) R. Theodore Ammon, his
estate, spouse, heirs, ancestors, lineal descendants, legatees, legal
representatives, or the trustee of any bona fide trust of which one or more of
the foregoing are the sole beneficiaries or grantors thereof (collectively, the
"Ammon Permitted Holders") and (ii) any entity controlled directly or
indirectly, by the Ammon Permitted Holders whether through the ownership of
voting securities, by contract or otherwise.

         "Permitted Liens" shall have the meaning provided in Section 9.01.


                                      -99-


<PAGE>


         "Permitted Refinancing Indebtedness" shall mean any Indebtedness of the
Borrower and its Subsidiaries issued or given in exchange for, or the proceeds
of which are used to, extend, refinance, renew, replace, substitute or refund
Existing Indebtedness or any Indebtedness issued to so extend, refinance, renew,
replace, substitute or refund any such Indebtedness, so long as (a) such
Indebtedness has a weighted average life to maturity greater than or equal to
the weighted average life to maturity of the Indebtedness being refinanced, (b)
such refinancing or renewal does not (i) increase the amount of such
Indebtedness outstanding immediately prior to such refinancing or renewal or
(ii) add guarantors, obligors or security from that which applied to such
Indebtedness being refinanced or renewed, (c) such refinancing or renewal
Indebtedness has substantially the same (or, from the perspective of the Banks,
more favorable) subordination provisions, if any, as applied to the Indebtedness
being renewed or refinanced, and (d) all other terms of such refinancing or
renewal (including, without limitation, with respect to the amortization
schedules, redemption provisions, maturities, covenants, defaults and remedies),
are not, taken as a whole, materially less favorable to the respective borrower
than those previously existing with respect to the Indebtedness being
refinancing or renewed.

         "Permitted Secured Indebtedness" shall mean any Indebtedness for
borrowed money incurred by the Borrower or one or more Subsidiary Guarantors
(which Indebtedness may be guaranteed by the Borrower or one or more
Subsidiary Guarantors, but not by any other Subsidiary of the Borrower), so long
as no Default or Event of Default is then in existence or would exist
immediately after giving effect to the respective incurrence of such
Indebtedness.

         "Permitted Subordinated Indebtedness" shall mean any general unsecured
subordinated Indebtedness for borrowed money incurred by the Borrower in an
aggregate principal amount not to exceed $250,000,000 at any time outstanding,
all of the terms and conditions of which (including, without limitation, the
maturity thereof, the interest rate applicable thereto, amortization, defaults,
remedies, voting rights, subordination provisions, etc.), and the documentation
therefor, shall be reasonably satisfactory to the Agents and the Required Banks
(it being understood that, after the Agents have approved the relevant
documentation with respect to any Permitted Subordinated Indebtedness, such
documentation shall be distributed to the Banks and, if any Bank has not
objected to the terms of the relevant documentation within 5 Business Days after
its receipt thereof, such documentation shall be deemed satisfactory to such
Bank).

         "Person" shall mean any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

         "Plan" shall mean (i) any single-employer plan, as defined in Section
4001(a)(15) of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute to by), the Borrower or a Subsidiary of the
Borrower or an ERISA Affiliate and that is subject to Title IV of ERISA, and
(ii) each such plan for the five year period immediately following the latest
date on which the Borrower, a Subsidiary of the Borrower or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan if,
for purposes of this clause (ii), the Borrower,


                                      -100-


<PAGE>


any Subsidiary of the Borrower or any ERISA Affiliate could currently incur any
liability under such plan.

         "Pledge and Security Agreement" shall have the meaning provided in
Section 5.09.

         "Pledge and Security Agreement Collateral" shall mean all "Collateral"
as defined in the Pledge and Security Agreement.

         "Pledged Securities" shall mean "Pledged Securities" as defined in the
Pledge and Security Agreement.

         "Portfolio Companies" shall mean operating companies which may be
deemed to be Affiliates of the Borrower, but only because such operating
companies are directly or indirectly controlled by BT Securities and its
Affiliates or Apollo Advisors, L.P., and its Affiliates.

         "Preferred Stock," as applied to the capital stock of any Person, means
capital stock of such Person (other than common stock of such Person) of any
class or classes (however designed) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person, to shares of capital
stock of any other class of such Person.

         "Prime Lending Rate" shall mean the rate which BTCo announces from time
to time as its prime lending rate, the Prime Lending Rate to change when and as
such prime lending rate changes. The Prime Lending Rate is a reference rate and
does not necessarily represent the lowest or best rate actually charged to any
customer. BTCo may make commercial loans or other loans at rates of interest at,
above or below the Prime Lending Rate.

         "Pro Forma Basis" shall mean, in connection with any calculation of
compliance with any financial covenant or financial term, the calculation
thereof after giving effect on a pro forma basis to (v) if the relevant period
to be tested includes any period occurring prior to the Initial Borrowing Date,
the consummation of the Transaction as if same had occurred on the first day of
such period, (w) the assumption, incurrence or issuance of any Indebtedness or
Preferred Stock (other than revolving Indebtedness, except to the extent same is
incurred to finance the Transaction, to refinance other outstanding Indebtedness
or Preferred Stock or to finance Permitted Acquisitions) after the first day of
the relevant Calculation Period as if such Indebtedness had been incurred or
Preferred Stock issued (and the proceeds thereof applied) on the first day of
the relevant Calculation Period, (x) the permanent repayment of any Indebtedness
(other than revolving Indebtedness except to the extent paid with Permitted Debt
or Qualified Preferred Stock) or Preferred Stock after the first day of the
relevant Calculation Period as if such Indebtedness had been retired or redeemed
on the first day of the relevant Calculation Period, (y) the consummation of any
Asset Sale after the first day of the relevant Calculation Period as if such
Asset Sale had been consummated on the first day of the relevant Calculation
Period and (z) the Permitted Acquisition, if any, then being consummated (it
being understood that, if the respective Permitted Acquisition is a Two-Step
Permitted


                                      -101-


<PAGE>


Acquisition, pro forma effect shall only be given to that portion of the
respective Permitted Acquisition which has actually been consummated, except as
expressly required pursuant to Section 8.13 for purposes of showing the effects,
on a Pro Forma Basis, both before and after giving effect to the second step of
the respective Two-Step Permitted Acquisition) as well as any other Permitted
Acquisition consummated after the first day of the relevant Calculation Period
and on or prior to the date of the respective Permitted Acquisition then being
effected, with the following rules to apply in connection therewith:

                   (i) all Indebtedness and Preferred Stock (x) (other than
         revolving Indebtedness, except to the extent same is incurred to
         finance the Transaction, to refinance other outstanding Indebtedness or
         Preferred Stock, or to finance Permitted Acquisitions) assumed,
         incurred or issued after the first day of the relevant Calculation
         Period (whether incurred to finance a Permitted Acquisition, to
         refinance Indebtedness or Preferred Stock or otherwise) shall be deemed
         to have been incurred or issued (and the proceeds thereof applied) on
         the first day of the respective Calculation Period and remain
         outstanding through the date of determination and (y) (other than
         revolving Indebtedness except to the extent paid with Permitted Debt or
         Qualified Preferred Stock) permanently retired or redeemed after the
         first day of the relevant Calculation Period shall be deemed to have
         been retired or redeemed on the first day of the respective Calculation
         Period and remain retired through the date of determination;

                   (ii) all Indebtedness or Preferred Stock assumed to be
         outstanding pursuant to preceding clause (i) shall be deemed to have
         borne interest or dividends at (x) the rate applicable thereto, in the
         case of fixed rate indebtedness or Preferred Stock or (y) the rates
         which would have been applicable thereto during the respective period
         when same was deemed outstanding, in the case of floating rate
         Indebtedness or Preferred Stock (although interest or dividend expense
         with respect to any Indebtedness or Preferred Stock for periods while
         same was actually outstanding during the respective period shall be
         calculated using the actual rates applicable thereto while same was
         actually outstanding); and

                   (iii) in making any determination of Consolidated EBITDA, pro
         forma effect shall be given to the Transaction, any Permitted
         Acquisition (in the case of any Two-Step Permitted Acquisition, to the
         extent same has theretofore been consummated, except as otherwise
         expressly required in making calculations pursuant to Section 8.13) and
         any Asset Sale for the periods described above, taking into account, in
         the case of any Permitted Acquisition, cost savings and expenses which
         would otherwise be accounted for as an adjustment pursuant to Article
         11 of Regulation S-X under the Securities Act, as if such cost savings
         or expenses were realized on the first day of the respective period.

         "Projections" shall have the meaning provided in Section 5.13(b).

         "Purchased Interest" shall have the meaning provided in the Receivables
Pooling Agreement.


                                      -102-


<PAGE>


         "Qualified Preferred Stock" shall mean any Preferred Stock of the
Borrower, the express terms of which shall provide that dividends thereon shall
not be required to be paid at any time (and to the extent) that such payment
would be prohibited by the terms of the Credit Agreement or any other agreement
of the Borrower relating to outstanding indebtedness and which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event (including any change of
control event), cannot mature (excluding any maturity as the result of an
optional redemption by the issuer thereof) and is not mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, and is not redeemable, or
required to be repurchased, at the sole option of the holder thereof (including,
without limitation, upon the occurrence of an change of control event), in
whole or in part, on or prior to the tenth anniversary of the date of issuance
of such Preferred Stock.

         "Quarterly Payment Date" shall mean the last Business Day of each June,
September, December and March, occurring after the Initial Borrowing Date.

         "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. ss. 6901 et seq.

         "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

         "Receivables Amendment Conditions" means, with respect to any amendment
or modification of any Receivables Document, the requirement that the following
shall be true after giving effect to such amendment or modification:

                   (A) the Receivables Maximum Funding Amount shall not be less
         than $100 million except to the extent that such amount is less than
         $100 million due to a shrinkage of receivables of the Borrower's
         Subsidiaries which are sellers of Receivables Facility Assets pursuant
         to the Receivables Facility after the Effective Date;

                   (B) the scheduled maturities of the Investor Certificates and
         the Purchased Interests shall not be earlier than the scheduled
         maturities of Investor Certificates issued under the Receivables
         Facility;

                   (C) the weighted average of the per annum interest rates
         payable in respect of Investor Certificates and Purchased Interests
         would not exceed the per annum interest rates applicable to the
         Receivables Facility (as applicable after the first anniversary of the
         closing of the Receivables Facility and, if fixed rate financing is to
         be made available pursuant to the Receivables Facility, calculated on a
         swapped equivalent basis);

                   (D) the Receivables Subsidiary would be required to apply all
         funds available to it (after giving effect to the allocation of funds
         to reserves required under the terms of the Receivables Documents and
         to the payment of interest, principal and other amounts owed


                                      -103-


<PAGE>


         under the Receivables Documents) to pay the purchase price for accounts
         receivables (including any deferred portion of the purchase price) or
         to make Dividends to Treasure Chest;

                   (E) if any early amortization event that is not in the
         Receivables Facility shall be added to the Receivables Documents or any
         early amortization event that is in the Receivables Documents is made
         materially more restrictive, such additional early amortization event
         or change in an existing early amortization event shall not be adverse
         in any material respect to the interests of the Borrower and its
         Subsidiaries, taken as a whole (as determined in good faith by the
         Borrower); provided that the inclusion of an early amortization event
         from the Receivables Facility in the documentation for another series
         of Investor Certificates or Purchased Interests shall not be construed
         as the addition of an early amortization event for purposes hereof;

                   (F) the degree of recourse to the Borrower or its
         Subsidiaries (other than the Receivables Subsidiary) under or in
         respect of the Receivables Documents shall not be increased in any
         material respect (as determined in good faith by the Borrower) and in
         no event shall the Borrower or any of its Subsidiaries (other than the
         Receivables Subsidiary) have recourse liability (except pursuant to
         Standard Securitization Undertakings) for the payment of any
         Receivables Facility Assets or any Investor Certificates or Purchased
         Interests;

                   (G) if additional covenants are included in the Receivables
         Documents or existing covenants in the Receivables Documents are made
         materially more restrictive, such additional covenants or changes to
         existing covenants shall not be adverse in any material respect to the
         interests of the Borrower and its Subsidiaries taken as a whole (as
         determined in good faith by the Borrower);

                   (H) if additional representations and warranties are included
         in the Receivables Documents or existing representations and warranties
         are made materially more restrictive, such additional representations
         and warranties shall not be adverse in any material respect to the
         interest of the Borrower and its Subsidiaries taken as a whole (as
         determined in good faith by the Borrower); and

                   (I) the provisions of the Receivables Facility shall not
         conflict with the relevant requirements of Sections 8.16, 9.02, 9.04
         and 9.05;

provided that, notwithstanding anything to the contrary contained in the
definition, any changes to the Receivables Documents which relate to the
Borrower's or any Subsidiary's servicing or origination or Receivables
Facility Assets that are transferred to the Receivable Subsidiary pursuant to
the Receivable Documents shall be permitted.


                                      -104-


<PAGE>


         "Receivables Documents" shall mean all documentation relating to any
Receivables Facility, including, without limitation, the Receivables Pooling
Agreement and the documentation delivered in connection therewith (including any
documentation relating to a series of certificates or purchased interests issued
and sold pursuant thereto).

         "Receivables Facility" shall mean the receivables facility in effect on
the Initial Borrowing Date, pursuant to which (x) the Borrower's Subsidiaries
from time to time sell or otherwise transfer accounts receivable and related
assets to the Receivables Subsidiary and (y) the Receivables Subsidiary shall
sell or otherwise transfer accounts receivable and related assets (or interests
therein) to the Receivables Purchasers, as more fully set forth in the
Receivables Documents; provided that the Receivables Facility may be replaced or
supplemented, or successively replaced or supplemented, after the Initial
Borrowing Date so long as the Receivables Amendment Conditions are satisfied (in
which event such replacement facility shall be deemed to be the Receivables
Facility hereunder).

         "Receivables Facility Assets" shall mean all accounts receivable
(whether now existing or arising in the future) of any of the Borrower's
Subsidiaries (other than the Receivables Subsidiary) which are transferred to
the Receivables Subsidiary pursuant to the Receivables Facility, and any assets
directly related thereto, including, without limitation, (i) Transferred Assets
(as defined in Section 2.1 of the Receivables Pooling Agreement as originally in
effect), (ii) all collateral given by the respective account debtor or on its
behalf (but not by the Borrower or any of its Subsidiaries) securing such
accounts receivable, (iii) all contracts and all guarantees (but not by the
Borrower or any of its Subsidiaries) or other obligations directly related to
such accounts receivable, (iv) other related assets which are customarily
transferred or in respect of which security interests are customarily granted
in connection with asset securitization transactions involving accounts
receivable (which may include amounts, which do not constitute proceeds of any
account receivable included in the Receivables Facility, paid by an account
receivable obligor which are credited to a bank account established under the
Receivables Facility, so long as such amounts, upon identification by the
servicer under the Receivables Facility as not constituting proceeds of an
account receivable included in the Receivables Facility, may be released from
any Lien granted under the Receivables Facility), and (v) proceeds of all of the
foregoing.

         "Receivables Facility Financing Costs" shall mean, for any period, the
total consolidated interest and fee expense of the Borrower and its Subsidiaries
which would have existed for such period pursuant to the Receivables Facility if
same were structured as a secured lending arrangement rather than as a facility
for the sale of Receivables Facility Assets; provided that such total
consolidated interest and fee expense shall be net of consolidated interest and
fee expense arising in respect of amounts on deposit in any principal funding or
equalization account established pursuant to the Receivables Facility which, if
same were structured as a secured lending arrangement rather than a facility for
the sale of Receivables Facility Assets, would collateralize the Indebtedness
issued thereunder.


                                      -105-


<PAGE>


         "Receivables Facility Threshold Amount" shall mean $150.0 million;
provided that, (A) on each date upon which a mandatory commitment reduction is
required pursuant to Section 3.03(b) of this Agreement as a result of the
incurrence of Attributed Receivables Facility Indebtedness in excess of the
Receivables Facility Threshold Amount as theretofore in effect, the Receiv-
ables Facility Threshold Amount shall be increased (on the date of, and after
giving effect to, the respective mandatory commitment reduction) by the amount
of the mandatory commitment reduction required on such date pursuant to Section
3.03(b) to the extent required as a result of the respective incurrence of
Attributed Receivables Facility Indebtedness and (B) to the extent any Permitted
Acquisition made after the Initial Borrowing Date is financed with Attributed
Receivables Facility Indebtedness actually incurred and extended with respect to
the accounts receivables of the entity being acquired pursuant to the respective
Permitted Acquisition, and so long as the Borrower certifies to the
Administrative Agent the amount of Attributed Receivables Facility Indebtedness
being so incurred in connection with the respective Permitted Acquisition, the
Receivables Facility Threshold Amount shall be increased by the amount of
Attributed Receivables Facility Indebtedness being incurred as described in
this clause (B) in connection with such Permitted Acquisition; provided further
that the maximum aggregate increases to the Receivables Facility Threshold
Amount pursuant to clause (B) of the immediately preceding proviso from all
Permitted Acquisitions effected after the Initial Borrowing Date shall be $25
million.

         "Receivables Maximum Funding Amount" shall mean the sum of (x) with
respect to outstanding Investors Certificates and Purchased Interests that have
fixed principal amounts, such principal amounts plus (y) with respect to
Investors Certificates or Purchased Interests that have variable principal
amounts, the Receivables Stated Amounts thereof.

         "Receivables Pooling Agreement" shall mean the Big Flower Receivables
Master Trust Pooling and Servicing Agreement, dated as of October 4, 1996 among
BFP Receivables Corporation, the Borrower and Manufacturers and Traders Trust
Company, as Trustee, as amended or modified from time to time.

         "Receivables Purchasers" shall mean and include (i) Manufacturers and
Traders Trust Company, as Trustee under the Receivables Pooling Agreement, and
its successors in that capacity, (ii) the purchaser or purchasers of any
interest in the Receivables Facility Assets under or in connection with any
Receivables Facility and (iii) the respective successors and assigns of the
foregoing Receivables Purchasers.

         "Receivables Sellers" at any time shall mean any Subsidiary Guarantor
which is, at such time, a Person which is selling or transferring Receivables
Facility Assets to the Receivables Subsidiary.

         "Receivables Stated Amount" means, with respect to an Investor
Certificate or Purchased Interest, the maximum amount of the funding commitment
with respect thereto.


                                      -106-


<PAGE>


         "Receivables Subsidiary" shall mean a Wholly-Owned Subsidiary of
Treasure Chest which engages in no activities other than in connection with the
financing of accounts receivable and which is designated (as provided below) as
the Receivables Subsidiary (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower
or any other Subsidiary of the Borrower (excluding guarantees of obligations
(other than the principal of, and interest on, Indebtedness)) pursuant to
Standard Securitization Undertakings, (ii) is recourse to or obligates the
Borrower or any other Subsidiary of the Borrower in any way other than pursuant
to Standard Securitization Undertakings or (iii) subjects any property or asset
of the Borrower or any other Subsidiary of the Borrower, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings, (b) with which neither the Borrower nor
any of its Subsidiaries has any contract, agreement, arrangement or
understanding (other than pursuant to the Receivables Documents (including with
respect to fees payable in the ordinary course of business in connection with
the servicing of accounts receivable and related assets)) on terms less
favorable to the Borrower or such Subsidiary than those that might be obtained
at the time from persons that are not Affiliates of the Borrower, and (c) to
which neither the Borrower nor any other Subsidiary of the Borrower has any
obligation to maintain or preserve such entity's financial condition or cause
such entity to achieve certain levels of operating results. Any such designation
shall be evidenced to the Administrative Agent by filing with the Administrative
Agent an officer's certificate of the Borrower certifying that, to the best of
such officer's knowledge and belief after consultation with counsel, such
designation complied with the foregoing conditions.

         "Refinancing" shall mean the Refinancing of the Existing Credit
Agreement on the Initial Borrowing Date in accordance with the requirements of
Section 5.07.

         "Refinancing Documents" shall mean all documents entered into in
connection with the Refinancing pursuant to the requirements of Section 5.07.

         "Register" shall have the meaning provided in Section 13.16.

         "Registration Statement" shall mean the Registration Statement of the
Borrower on Form S-3 and Exhibits, as amended prior to the Initial Borrowing
Date, Registration Number 333-27375.

         "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

         "Regulation G" shall mean Regulation G of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.

         "Regulation T" shall mean Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.


                                      -107-


<PAGE>


         "Regulation U" shall mean Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.

         "Regulation X" shall mean Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.

         "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing or
migration into the environment.

         "Replaced Bank" shall have the meaning provided in Section 1.13.

         "Replacement Bank" shall have the meaning provided in Section 1.13.

         "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan other than those events as to which the 30-day
notice period is waived by statute, under subsection .13, .14, .16, .18, .19 or
 .20 of PBGC Regulation Section 2615 or otherwise.

         "Reporting Company" shall mean a company required to file Form 10-K
Reports and Form 10-Q Reports under the Exchange Act.

         "Required Banks" shall mean Non-Defaulting Banks, the sum of whose
Commitments as of any date of determination (or after the termination thereof,
outstanding Revolving Loans and Adjusted Percentage of Swingline Loans and
Letter of Credit Outstandings) represent greater than 50% of the Adjusted Total
Commitment at such time (or after the termination thereof, the sum of the then
total outstanding Revolving Loans of Non-Defaulting Banks and the aggregate
Adjusted Percentages of all Non-Defaulting Banks of the total outstanding
Swingline Loans and Letter of Credit Outstandings at such time).

         "Required Investment Grade Rating" shall mean a rating of (i) BBB or
better assigned by S&P or (ii) Baa2 or better assigned by Moody's.

         "Restricted Subsidiaries" shall mean, (x) all of the Subsidiaries of
the Borrower and its Subsidiaries in existence on the Effective Date and (y) any
Subsidiary (other than an Unrestricted Subsidiary) that is created, established
or acquired after the Initial Borrowing Date.

         "Returns" shall have the meaning provided in Section 7.09.

         "Revolving Loan" shall have the meaning provided in Section 1.01(a).

         "Revolving Note" shall have the meaning provided in Section 1.05(a).

         "RGP" shall mean RGP Limited Partnership, a limited partnership
organized and existing under the laws of the State of Nevada.


                                      -108-


<PAGE>


         "Rights Plan" shall mean the Rights Agreement between the Borrower and
the Bank of New York, as Rights Agent, included as an Exhibit to the Annual
Report of the Borrower on Form 10-K of the Borrower for the fiscal year ended
December 31, 1996, as amended.

         "S&P" shall mean Standard & Poors Ratings Group.

         "Scheduled Existing Indebtedness" shall have the meaning provided in
Section 5.12.

         "SEC" shall have the meaning provided in Section 8.01(h).

         "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b).

         "Secured Creditors" shall have the meaning assigned that term in the
Security Documents.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Security Document" shall mean the Pledge and Security Agreement.

         "Shell Corporation" shall mean, subject to the provisions of Section
8.11(e), any corporation established to effect a Permitted Acquisition which has
not yet occurred, so long as the aggregate amount of assets at any time held by
all Shell Corporations at any time in existence does not exceed $100,000, it
being understood that at the time of the consummation of the respective
Permitted Acquisition or at such time as the assets of any corporation which was
a Shell Corporation exceed $100,000, such corporation shall cease to be a Shell
Corporation.

         "Solvent Entity" shall have the meaning provided in Section 7.05(c).

         "Specified Default" shall mean any Default under Section 10.01 or
10.05.

         "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Borrower or any
Subsidiary thereof in connection with a Receivables Facility which are
reasonably customary in an accounts receivable transaction (including, without
limitation, all such representations, warranties, covenants and indemnities
included in the Receivables Documents, as in effect on the Effective Date).

         "Standby Letter of Credit" shall have the meaning provided in Section
2.01(a).

         "Start Date" shall have the meaning provided in the definition of
Applicable Margin.

         "Stated Amount" of each Letter of Credit shall, at any time, mean the
maximum amount available to be drawn thereunder (in each case determined without
regard to whether any conditions to drawing could then be met).


                                      -109-


<PAGE>


         "Subsidiaries Guaranty" shall have the meaning provided in Section
5.08.

         "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the happen-
ing of any contingency) is at the time owned by such Person and/or one or more
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Subsidiaries of such
Person has more than a 50% equity interest at the time. Notwithstanding the
foregoing (and except for purposes of Sections 7.16 through 7.19, inclusive, and
the definitions of Unrestricted Subsidiary and Wholly-Owned Unrestricted
Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to
be a Subsidiary of the Borrower, or any of its other Subsidiaries for purposes
of this Agreement. Unless otherwise qualified, all references to a "Subsidiary"
or to "Subsidiaries" in this Credit Agreement shall refer to a Subsidiary or
Subsidiaries of the Borrower.

         "Subsidiary Guarantor" shall mean each Wholly-Owned Domestic Subsidiary
of the Borrower as of the Initial Borrowing Date (other than the Receivables
Subsidiary, RGP and Treasure Chest of Nevada) and any Wholly-Owned Domestic
Subsidiary of Treasure Chest, Laser Tech or WTI created after the Initial
Borrowing Date pursuant to Section 9.11.

         "Swingline Expiry Date" shall mean the date which is two Business Days
prior to the Final Maturity Date.

         "Swingline Loan" shall have the meaning provided in Section 1.01(b).

         "Swingline Note" shall have the meaning provided in Section 1.05(a).

         "Syndication Date" shall mean that date upon which the Administrative
Agent reasonably determines (and notifies the Borrower) that the primary
syndication (and resultant addition of Persons as Banks pursuant to Section
13.04(b)) has been completed.

         "Target" shall have the meaning provided such term in the definition of
Two-Step Permitted Acquisition.

         "Tax Sharing Agreements" shall mean any tax sharing or tax allocation
agreements entered into by the Borrower or any of its Subsidiaries.

         "Taxes" shall have the meaning provided in Section 4.04(a).

         "Test Period" shall mean each period of four consecutive fiscal
quarters then last ended, in each case taken as one accounting period.


                                      -110-


<PAGE>


         "Tested Asset Sale" shall have the meaning provided in Section
9.02(xiv).

         "Total Commitment" shall mean, at any time, the sum of the Commitments
of each of the Banks at such time.

         "Total Outstandings" at any time shall mean the then outstanding
principal of Revolving Loans and Swingline Loans and the then aggregate amount
of Letter of Credit Outstandings.

         "Total Unutilized Commitment" shall mean, at any time, an amount equal
to the remainder of (x) the then Total Commitment, less (y) the sum of the
aggregate principal amount of Revolving Loans and Swingline Loans outstanding
plus the then aggregate amount of Letter of Credit Outstandings.

         "Trade Letter of Credit" shall have the meaning provided in Section
2.01(a).

         "Transaction" shall mean, collectively, (i) the consummation of the
Refinancing and (ii) the entering into of the Credit Documents and the
occurrence of the initial Credit Events hereunder on the Initial Borrowing Date.

         "Treasure Chest" shall mean Treasure Chest Advertising Company, Inc., a
Delaware corporation.

         "Treasure Chest of Nevada" shall mean Treasure Chest Advertising
Company of Nevada, Inc., a corporation organized and existing under the laws of
the State of Nevada.

         "Two-Step Permitted Acquisition" shall mean the acquisition by the
Borrower or any Wholly-Owned Subsidiary of the Borrower of 100% of the capital
stock of any Person (a "Target") not already a Subsidiary of the Borrower by way
of (x) a tender offer for the capital stock of such Target and (y) a subsequent
merger of the Target with and into the Borrower or with and into a Wholly-Owned
Subsidiary of the Borrower or a subsequent compulsory acquisition of all
remaining outstanding shares of capital stock of the Target; provided that (i)
any such Two-Step Permitted Acquisition shall be effected in accordance with
clauses (A) and (B) of the proviso to the definition of Permitted Acquisition,
(ii) the subsequent merger or compulsory share acquisition to be effected as
part of such Two-Step Permitted Acquisition shall be consummated as soon as
practicable after the consummation of the tender offer portion thereof but in
any event within 135 days thereafter, (iii) upon the consummation of the tender
offer portion of any such Two-Step Permitted Acquisition, the Borrower or its
respective Wholly-Owned Subsidiary shall have acquired sufficient shares of the
outstanding capital stock of the respective Target to effect (without any vote
by any other stockholders of Target) the subsequent merger (as a result of which
the Target shall be merged into the Borrower or become a Wholly-Owned Subsidiary
of the Borrower) or compulsory share acquisition within 135 days after the
consummation of said tender offer and (iv) prior to the consummation of the
tender offer portion of any Two-Step Permitted Acquisition, the Borrower shall


                                      -111-


<PAGE>


have available to it sufficient Committed Financing to effect such Two-Step
Permitted Acquisition (and to make all payments owing in connection with both
steps thereof). Notwithstanding anything to the contrary contained above,
Permitted Acquired Subsidiary Preferred Stock may be acquired pursuant to a
Two-Step Permitted Acquisition (and remain outstanding thereafter) to the extent
contemplated by clause (y) of the last sentence of the definition of Permitted
Acquisition contained herein.

         "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

         "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

         "Unfunded Current Liability" of any Plan means the amount, if any, by
which the actuarial present value of the accumulated plan benefits under the
Plan as of the close of its most recent plan year each exceeds the fair market
value of the assets allocable thereto, determined in accordance with Statement
of Financial Accounting Standards No. 87, based upon the actuarial assumptions
used by the Plan's actuary in the most recent annual valuation of the Plan.

         "United States" and "U.S." shall each mean the United States of
America.

         "Unpaid Drawing" shall have the meaning provided for in Section
2.05(a).

         "Unrestricted Subsidiary" shall mean any Subsidiary of the Borrower
that is acquired or created after the Effective Date and designated by the
Borrower as an Unrestricted Subsidiary hereunder by written notice to the
Administrative Agent, provided that the Borrower shall only be permitted to so
designate a new Unrestricted Subsidiary after the Initial Borrowing Date and so
long as (i) no Default or Event of Default exists or would result therefrom and
(ii) 100% of the capital stock of such newly-designated Unrestricted Subsidiary
is owned by the Borrower or another Unrestricted Subsidiary and all of the
provisions of Section 9.11 shall have been complied with in respect of such
newly-designated Unrestricted Subsidiary and such Unrestricted Subsidiary shall
be capitalized (to the extent capitalized by the Borrower or any of its
Subsidiaries) through Investments as permitted by, and in compliance with,
Section 9.05(vii), with any assets owned by such Unrestricted Subsidiary at the
time of the initial designation thereof to be treated as Investments pursuant to
Section 9.05(vii), provided that at the time of the initial Investment by the
Borrower in such Subsidiary (x) the Borrower shall designate such entity as an
Unrestricted Subsidiary in a written notice to the Administrative Agent and (y)
such entity and the Borrower shall have entered into tax sharing and management
services agreements on a basis which is satisfactory to the Administrative
Agent. Additionally, the Borrower may not designate any Subsidiary created or
acquired pursuant to a Permitted Acquisition as an Unrestricted Subsidiary.

         "Unutilized Commitment" with respect to any Bank, at any time, shall
mean such Bank's Commitment at such time, if any, less the sum of (i) the
aggregate outstanding principal


                                      -112-


<PAGE>


amount of Revolving Loans made by such Bank at such time plus (ii) such Bank's
Adjusted Percentage of the Letter of Credit Outstandings at such time.

         "Voting Stock" shall mean, as to any Person, any class or classes of
capital stock of such Person pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the Board of Directors of such Person.

         "Wholly-Owned Domestic Subsidiary" shall mean any Wholly-Owned
Subsidiary which is not a Foreign Subsidiary.

         "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time; provided
that (x) a Person which would constitute a Wholly-Owned Subsidiary but for the
existence of Permitted Acquired Subsidiary Preferred Stock of such Person which
remains outstanding shall be a Wholly-Owned Subsidiary and (y) other than in the
definition of Wholly-Owned Unrestricted Subsidiary, no Unrestricted Subsidiary
shall be considered a Wholly-Owned Subsidiary.

         "Wholly-Owned Unrestricted Subsidiary" shall mean any Wholly-Owned
Subsidiary which is an Unrestricted Subsidiary.

         "WTI" shall mean Webcraft Technologies, Inc., a Delaware corporation.

         SECTION 12. The Agents.

         12.01 Appointment. The Banks hereby designate BTCo as Administrative
Agent (for purposes of this Section 12, the term "Agent" shall include BTCo in
its capacity as Administrative Agent hereunder and Collateral Agent pursuant to
the Security Documents) and Credit Suisse First Boston as Documentation Agent to
act as specified herein and in the other Credit Documents. Each Bank hereby
irrevocably authorizes, and each holder of any Note by the acceptance of such
Note shall be deemed irrevocably to authorize, the Agent and the Documentation
Agent to take such action on its behalf under the provisions of this Agreement,
the other Credit Documents and any other instruments and agreements referred to
herein or therein and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the
Agent or Documentation Agent by the terms hereof and thereof and such other
powers as are reasonably incidental thereto. Each of the Agent and the
Documentation Agent may perform any of its duties hereunder by or through its
respective officers, directors, agents, employees or affiliates.

         12.02 Nature of Duties. The Agent and the Documentation Agent shall not
have any duties or responsibilities except those expressly set forth in this
Agreement and the Security Documents. The Co-Agents, in their capacity as such,
shall not have any duties or responsibilities


                                      -113-


<PAGE>


pursuant to this Agreement or any of the Security Documents. None of the Agent,
the Documentation Agent or the Co-Agents nor any of their respective officers,
directors, agents, employees or affiliates shall be liable for any action taken
or omitted by it or them hereunder or under any other Credit Document or in
connection herewith or therewith, unless caused by its or their gross negli-
gence or willful misconduct. The duties of the Agent, the Documentation Agent
and the Co-Agents shall be mechanical and administrative in nature; the Agent,
the Documentation Agent and the Co-Agents shall not have by reason of this
Agreement or any other Credit Document a fiduciary relationship in respect of
any Bank or the holder of any Note; and nothing in this Agreement or any other
Credit Document, expressed or implied, is intended to or shall be so construed
as to impose upon the Agent, the Documentation Agent and the Co-Agents any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein or therein.

         12.03 Lack of Reliance on the Agent, the Documentation Agent and the
Co-Agents. Independently and without reliance upon the Agent, the Documentation
Agent and the Co-Agents, each Bank and the holder of each Note, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrower and its
Subsidiaries in connection with the making and the continuance of the Loans and
the taking or not taking of any action in connection herewith and (ii) its own
appraisal of the creditworthiness of the Borrower and its Subsidiaries and,
except as expressly provided in this Agreement, the Agent, the Documentation
Agent and the Co-Agents shall not have any duty or responsibility, either
initially or on a continuing basis, to provide any Bank or the holder of any
Note with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times
thereafter. None of the Agent, the Documentation Agent, the Co-Agents or any of
their respective affiliates nor any of their respective officers, directors,
agents, or employees shall be responsible to any Bank or the holder of any Note
for, or be required or have any duty to ascertain, inquire or verify the
accuracy of, (i) any recitals, statements, information, representations or
warranties herein or in any document, certificate or other writing delivered in
connection herewith, (ii) the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document, (iii) the financial condition of the
Borrower and any of its Subsidiaries, (iv) the performance or observance of any
of the terms, provisions or conditions of this Agreement or any other Credit
Document, (v) the satisfaction of any of the conditions precedent set forth in
Section 5 or 6, or (vi) the existence or possible existence of any Default or
Event of Default.

         12.04 Certain Rights of the Agent, the Documentation Agent and the
Co-Agents. If the Agent, the Documentation Agent or the Co-Agents shall request
instructions from the Required Banks with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent, Documentation Agent or Co-Agent shall be entitled to
refrain from such act or taking such action unless and until the Agent shall
have received instructions from the Required Banks, and such Agent,
Documentation Agent or Co-Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Bank or the holder
of any Note shall have any right of action whatsoever against such Agent,
Documentation Agent or Co-


                                      -114-


<PAGE>


Agent as a result of the Agent acting or refraining from acting hereunder or
under any other Credit Document in accordance with the instructions of the
Required Banks.

         12.05 Reliance. The Agent, Documentation Agent and Co-Agents shall be
entitled to rely, and shall be fully protected (and shall have no liability to
any person) in relying, upon any note, writing, resolution, notice, statement,
certificate, telex, teletype or telecopier message, cablegram, radiogram, order
or other document or telephone message signed, sent or made by any Person that
such Agent, Documentation Agent or Co-Agent believed, in the absence of gross
negligence or willful misconduct, to be the proper Person, and, with respect to
all legal matters pertaining to this Agreement and any other Credit Document and
its duties hereunder and thereunder, upon advice of counsel selected by such
Agent, Documentation Agent or Co-Agent (which may be counsel for the Credit
Parties).

         12.06 Indemnification. To the extent each of the Agent, the
Documentation Agent or any Co-Agent is not reimbursed and indemnified by the
Borrower, the Banks will reimburse and indemnify such Agent, Documentation Agent
or Co-Agent, in proportion to their respective "percentages" as used in
determining the Required Banks, for and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, costs,
expenses or disbursements of whatsoever kind or nature which may be imposed
on, asserted against or incurred by such Agent, Documentation Agent or Co-Agent
in performing its respective duties hereunder or under any other Credit
Document, or in any way relating to or arising out of this Agreement or any
other Credit Document; provided that no Bank shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent's,
Documentation Agent's or Co-Agent's gross negligence or willful misconduct.

         12.07 The Agent, Documentation Agent and the Co-Agents in their
Individual Capacities. With respect to its obligation to make Loans or issue or
participate in any Letter of Credit under this Agreement, each of the Agent,
Documentation Agent and Co-Agents shall have the rights and powers specified
herein for a "Bank" and may exercise the same rights and powers as though it
were not performing the duties specified herein; and the term "Banks," "Required
Banks," "holders of Notes" or any similar terms shall, unless the context
clearly otherwise indicates, include the Agent, the Documentation Agent and the
Co-Agents in their individual capacity. Each of the Agent, the Documentation
Agent and the Co-Agents may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with any Credit Party or
any Affiliate of any Credit Party as if they were not performing the duties
specified herein, and may accept fees and other consideration from any Credit
Party for services in connection with this Agreement and otherwise without
having to account for the same to the Banks.

         12.08 Holders. The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of
the assignment, transfer or endorsement thereof, as the case may be, shall have
been filed with the Agent. Any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is the
holder of any Note shall be conclusive and binding on any subsequent holder,


                                      -115-


<PAGE>


transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.

         12.09 Resignation by the Agent, Documentation Agent and the Co-Agents.
(a) The Agent may resign from the performance of all its functions and duties
hereunder and/or under the other Credit Documents at any time by giving 20
Business Days' prior written notice to the Banks and the Borrower. Such
resignation shall take effect upon the appointment of a successor Agent pursuant
to clauses (b) and (c) below or as otherwise provided below.

         (b) Upon any such notice of resignation, the Required Banks shall
appoint a successor Agent hereunder or thereunder who shall be a commercial bank
or trust company reasonably acceptable to the Borrower.

         (c) If a successor Agent shall not have been so appointed within such
20 Business Day period, the Agent, with the consent of the Borrower (which
consent will not be unreasonably withheld or delayed), shall then appoint a
commercial bank or trust company as successor Agent who shall serve as Agent
hereunder or thereunder until such time, if any, as the Required Banks appoint a
successor Agent as provided above.

         (d) If no successor Agent has been appointed pursuant to clause (b) or
(c) above by the 30th Business Day after the date such notice of resignation was
given by the Agent, the Agent's resignation shall become effective and the Banks
shall thereafter perform all the duties of the Agent hereunder and/or under any
other Credit Document until such time, if any, as the Required Banks appoint a
successor Agent as provided above.

         (e) The Documentation Agent may resign from the performance of all its
functions and duties hereunder and/or under the other Credit Documents at any
time by giving five Business Days' prior written notice to the Banks. Such
resignation shall take effect at the end of such five Business Day period.

         (f) Each Co-Agent may resign from the performance of all its functions
and duties hereunder and/or under the other Credit Documents at any time by
giving five Business Days' prior written notice to the Banks. Such resignation
shall take effect at the end of such five Business Day period.

         SECTION 13. Miscellaneous.

         13.01 Payment of Expenses, etc. The Borrower shall: (i) whether or not
the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Agents (including, without limitation,
the reasonable fees and disbursements of White & Case and local counsel, if any,
and all appraisal fees, trustee's fees, documentary and recording taxes, title
insurance and recording, filing and other expenses) in connection with the
preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments


                                      -116-


<PAGE>


referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, of the Agents in connection with its syndication efforts with
respect to this Agreement and of the Agents and each of the Banks in connection
with the enforcement of this Agreement and the other Credit Documents and the
documents and instruments referred to herein and therein (including, without
limitation, the reasonable fees and disbursements of counsel for the Agents and,
following and during the continuation of an Event of Default in connection with
the enforcement of this Agreement and the other Credit Documents, for each of
the Banks); (ii) pay and hold each of the Agents and each of the Banks harmless
from and against any and all present and future stamp, excise and other similar
taxes with respect to the foregoing matters and save each of the Agents and each
of the Banks harmless from and against any and all liabilities with respect to
or resulting from any delay or omission (other than to the extent attributable
to such Bank) to pay such taxes; and (iii) indemnify the Agents and each Bank,
and each of their respective officers, directors, employees, representatives and
agents from and hold each of them harmless against any and all liabilities,
obligations (including removal or remedial actions), losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' fees and disbursements) incurred by, imposed on or
assessed against any of them as a result of, or arising out of, or in any way
related to, or by reason of, (a) any investigation, litigation or other
proceeding (whether or not any Agent or any Bank is a party thereto) related to
the entering into and/or performance of this Agreement or any other Credit
Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of any transactions contemplated herein
(including, without limitation, the Transaction) or in any other Credit
Document or the exercise of any of their rights or remedies provided herein or
in the other Credit Documents, or (b) the actual, alleged or threatened Release
of Hazardous Materials in the air, surface water or groundwater or on the
surface or subsurface of any Real Property owned, leased or at any time operated
by any Credit Party or any of its Subsidiaries, the Release, generation,
storage, transportation, handling or arrangement for disposal of Hazardous
Materials by the Borrower, its Subsidiaries or their respective predecessors at
any location, whether or not owned, leased or operated by any Credit Party or
any of its Subsidiaries, the non-compliance of any Real Property with any
Environmental Law (including applicable permits thereunder) applicable to any
Real Property, or any Environmental Claim relating to any Credit Party, any of
its Subsidiaries, its operations or any Real Property owned or at any time
operated by any Credit Party or any of its Subsidiaries, including, in each
case, without limitation, the reasonable fees and disbursements of counsel and
other reasonably necessary consultants incurred in connection with any such
investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages or expenses to the extent incurred by reason of the
gross negligence or willful misconduct of the Person to be indemnified). To the
extent that the undertaking to indemnify, pay or hold harmless any Agent or any
Bank set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.

         13.02 Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Bank is hereby authorized at any time or


                                      -117-


<PAGE>


from time to time, without presentment, demand, protest or other notice of any
kind to any Credit Party or any of its Subsidiaries or to any other Person, any
such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by such Bank (including, without limitation, by branches
and agencies of such Bank wherever located) to or for the credit or the account
of any Credit Party or any of its Subsidiaries against and on account of the
Obligations and liabilities of such Credit Party or such Subsidiary to such Bank
under this Agreement or under any of the other Credit Documents, including,
without limitation, all interests in Obligations purchased by such Bank pursuant
to Section 13.06(b), and all other claims of any nature or description arising
out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Bank shall have made any demand hereunder
and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured.

         13.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at
such Person's address specified opposite its signature below; if to the
Documentation Agent or any Bank, at its address specified opposite its name on
Schedule II below; and if to the Administrative Agent, at its Notice Office; or,
as to any Credit Party or the Administrative Agent, at such other address as
shall be designated by such party in a written notice to the other parties
hereto and, as to each Bank, at such other address as shall be designated by
such Bank in a written notice to the Borrower and the Administrative Agent. All
such notices and communications shall, when mailed, telegraphed, telexed,
telecopied, or cabled or sent by overnight courier, be effective two days after
deposited in the mails, delivered to the telegraph company, cable company or
overnight courier, as the case may be, or sent by telex or telecopier, except
that notices and communications to the Borrower and either of the Agents shall
not be effective until received by the Borrower and such Agent.

         13.04 Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, no Credit Party may assign or
transfer any of its rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of the Banks and, provided
further, that, although any Bank may transfer, assign or grant participations in
its rights hereunder, such Bank shall remain a "Bank" for all purposes hereunder
(and may not transfer or assign all or any portion of its Commitments hereunder
except as provided in Section 13.04(b)) and the transferee, assignee or
participant, as the case may be, shall not constitute a "Bank" hereunder and,
provided further, that no Bank shall transfer or grant any participation under
which the participant shall have rights to approve any amendment to or waiver
of this Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the final scheduled maturity of any Loan,
Note or Letter of Credit (unless such Letter of Credit is not extended beyond
the Final Maturity Date) in which such participant is participating, or reduce
the rate or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of applicability of any post-default increase in
interest rates) or reduce the principal amount thereof, or increase the


                                      -118-


<PAGE>


amount of the participant's participation over the amount thereof then in effect
(it being understood that a waiver of any Default or Event of Default or of a
mandatory reduction in the Total Commitment shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan
shall be permitted without the consent of any participant if the participant's
participation is not increased as a result thereof), (ii) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement or (iii) release all or substantially all of the Collateral
under all of the Security Documents (except as expressly provided in the Credit
Documents) supporting the Obligations hereunder in which such participant is
participating. In the case of any such participation, the participant shall not
have any rights under this Agreement or any of the other Credit Documents (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto) and all amounts payable by the Borrower hereunder
shall be determined as if such Bank had not sold such participation.

         (b) Notwithstanding the foregoing, any Bank (or any Bank together with
one or more other Banks) may (x) assign all or a portion of its Commitment (and
related outstanding Obligations hereunder) to (i) its parent company and/or any
affiliate of such Bank which is at least 50% owned by such Bank or its parent
company or to one or more Banks or (ii) in the case of any Bank that is a fund
that invests in bank loans, any other fund that invests in bank loans and is
managed by the same investment advisor of such Bank or by an Affiliate of such
investment advisor or (y) assign all, or if less than all, a portion equal to at
least $5,000,000 in the aggregate for the assigning Bank or assigning Banks, of
such Commitment (or, if the Commitment has terminated, its outstanding
Obligations) hereunder to one or more Eligible Transferees, each of which
assignees shall become a party to this Agreement as a Bank by execution of an
Assignment and Assumption Agreement, provided that, (i) at such time Schedule I
shall be deemed modified to reflect the Commitment of such new Bank and of the
existing Banks, (ii) upon surrender of the old Notes, new Notes will be issued
to such new Bank and to the assigning Bank upon the request of such new Bank or
assigning Bank, such new Notes to be in conformity with the requirements of
Section 1.05 (with appropriate modifications) to the extent needed to reflect
the revised Commitment, (iii) the consent of the Administrative Agent and each
Issuing Bank shall be required in connection with any assignment to an Eligible
Transferee pursuant to clause (y) above (which consent shall not be unreasonably
withheld), (iv) the consent of the Borrower (so long as no Event of Default is
then in existence) shall be required in connection with any assignment to an
Eligible Transferee pursuant to clause (y) above (which consent shall not be
unreasonably withheld or delayed) and (v) the Administrative Agent shall receive
at the time of each such assignment, from the assigning or assignee Bank, the
payment of a non-refundable assignment fee of $3,500; and, provided further,
that such transfer or assignment shall not be effective until recorded by the
Administrative Agent on the Register pursuant to Section 13.16. To the extent of
any assignment pursuant to this Section 13.04(b), the assigning Bank shall be
relieved of its obligations hereunder with respect to its assigned Commitment.
At the time of each assignment pursuant to this Section 13.04(b) to a Person
which is not already a Bank hereunder and which is not a United States person
(as such term is defined in Section 7701(a)(30) of the Code) for Federal income
tax purposes, the respective assignee Bank shall provide to the Borrower and the
Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable, a Section


                                      -119-


<PAGE>


4.04(b)(ii) Certificate) described in Section 4.04(b)). To the extent that an
assignment of all or any portion of a Bank's Commitment and related outstanding
Obligations pursuant to Section 1.13 or this Section 13.04(b) would, at the time
of such assignment, result in increased costs under Section 1.10, 1.11, 2.06 or
4.04 from those being charged by the respective assigning Bank prior to such
assignment, then the Borrower shall not be obligated to pay such increased
costs (although the Borrower shall be obligated to pay any other increased costs
of the type described above resulting from changes or occurrences of the types
described in said Sections after the date of the respective assignment).

         (c) Nothing in this Agreement shall prevent or prohibit any Bank or
BTCo from pledging its Loans and Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Bank from such Federal Reserve Bank and, with
the consent of the Administrative Agent, any Bank which is a fund may pledge all
or any portion of its Notes or Loans to its trustee in support of its
obligations to its trustee. No pledge pursuant to this clause (c) shall release
the transferor Bank from any of its obligations hereunder.

         13.05 No Waiver; Remedies Cumulative. No failure or delay on the part
of any Agent or any Bank or any holder of any Note in exercising any right,
power or privilege hereunder or under any other Credit Document and no course of
dealing between the Borrower or any other Credit Party and any Agent or any Bank
or the holder of any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or under
any other Credit Document preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder or thereunder. The
rights, powers and remedies herein or in any other Credit Document expressly
provided are cumulative and not exclusive of any rights, powers or remedies
which any Agent or any Bank or the holder of any Note would otherwise have. No
notice to or demand on any Credit Party in any case shall entitle any Credit
Party to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of any Agent or any Bank or the holder of
any Note to any other or further action in any circumstances without notice or
demand.

         13.06 Payments Pro Rata. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of any Credit Party in respect of any Obligations
of such Credit Party, it shall distribute such payment to the Banks (other than
any Bank that has consented in writing to waive its pro rata share of any such
payment) pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

         (b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees,
of a sum which with respect to the related sum or sums received by other Banks
is in a greater proportion than the total of such Obligation then owed and due
to such Bank bears to the total of such Obligation then owed and due


                                      -120-


<PAGE>


to all of the Banks immediately prior to such receipt, then such Bank receiving
such excess payment shall purchase for cash without recourse or warranty from
the other Banks an interest in the Obligations of the respective Credit Party to
such Banks in such amount as shall result in a proportional participation by
all the Banks in such amount; provided that if all or any portion of such excess
amount is thereafter recovered from such Bank, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

         (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

         13.07 Calculations; Computations. (a) The financial statements to be
furnished to the Banks pursuant hereto shall be made and prepared in accordance
with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Banks), provided that (i) except as otherwise specifically provided herein, all
computations of Available Basket Amount, Consolidated Cumulative 25% Net Income,
the Applicable Margin and all computations determining compliance with Section 9
shall utilize accounting principles and policies in conformity with those used
to prepare the historical financial statements delivered to the Banks pursuant
to Section 7.05(a) (with the foregoing generally accepted accounting principles,
subject to the preceding proviso, herein called "GAAP"), (ii) to the extent
expressly required pursuant to the provisions of this Agreement, certain
calculations shall be made on a Pro Forma Basis, (iii) for all purposes of this
Agreement, all Attributed Receivables Facility Indebtedness shall be included as
Indebtedness in the consolidated financial statements of the Borrower and its
Subsidiaries, and shall be considered Indebtedness of a Subsidiary of the
Borrower hereunder, regardless of any differing treatment pursuant to generally
acceptable accounting principles, and (iv) for purposes of calculating financial
terms, all covenants and related definitions, all such calculations based on the
operations of the Borrower and its Restricted Subsidiaries on a consolidated
basis shall be made without giving effect to the operations of any Unrestricted
Subsidiaries.

         (b) All computations of Eurodollar interest, Commitment Commission and
other Fees hereunder shall be made on the basis of a year of 360 days for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest, Commitment Commission or Fees
are payable. All computations of Base Rate interest hereunder shall be made on
the basis of a year of 365/366 days for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest is payable.

         13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (A) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR


                                      -121-


<PAGE>


PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. IF FOR ANY REASON THE BORROWER SHALL CEASE TO BE LOCATED AT THE ADDRESS
SET FORTH OPPOSITE ITS SIGNATURE BELOW, THE BORROWER AGREES TO DESIGNATE A
DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY TO ACT AS ITS AGENT TO RECEIVE,
ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY,
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY
BE SERVED IN ANY SUCH ACTION OR PROCEEDING ON THE TERMS SATISFACTORY TO THE
ADMINISTRATIVE AGENT. NOTHING HEREIN SHALL AFFECT THE RIGHTS OF THE AGENTS
UNDER THIS AGREEMENT, ANY BANK OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

         (B) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

         (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         13.09 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

         13.10 Effectiveness. This Agreement shall become effective on the date
(the "Effective Date") on which the Borrower, each Bank, each Co-Agent and each
Agent shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered


                                      -122-


<PAGE>


(including by way of facsimile device) the same to the Administrative Agent at
its Notice Office. The Administrative Agent will give the Borrower and each Bank
prompt written notice of the occurrence of the Effective Date.

         13.11 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

         13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Banks, provided that no such change, waiver, discharge or termination
shall, without the consent of each Bank (other than a Defaulting Bank) (with
Obligations being directly affected thereby), (i) extend the final scheduled
maturity of any Loan or Note or extend the stated maturity of any Letter of
Credit beyond the Final Maturity Date, or reduce the rate or extend the time of
payment of interest (other than as a result of any waiver of the applicability
of any post-default increase in interest rates) or Fees thereon, or reduce the
principal amount thereof (except to the extent repaid in cash), (ii) release all
or substantially all of the Collateral (except as expressly provided in the
Credit Documents) under all the Security Documents, (iii) amend, modify or waive
any provision of this Section 13.12, (iv) reduce the percentage specified in the
definition of Required Banks (it being understood that, with the consent of the
Required Banks, additional extensions of credit pursuant to this Agreement may
be included in the determination of the Required Banks on substantially the same
basis as the extensions of Commitments are included on the Effective Date), (v)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or (vi) amend, waive or modify the approval
rights of the Banks in respect of a nine or twelve-month Interest Period as
provided in Section 1.09; provided further, that no such change, waiver,
discharge or termination shall (v) increase the Commitment of any Bank over the
amount thereof then in effect without the consent of such Bank (it being
understood that waivers or modifications of conditions precedent, covenants,
Defaults or Events of Default or of a mandatory reduction in the Total
Commitment shall not constitute an increase of the Commitment of any Bank, and
that an increase in the available portion of any Commitment of any Bank shall
not constitute an increase in the Commitment of such Bank), (w) without the
consent of the respective Issuing Bank or Issuing Banks, amend, modify or waive
any provision of Section 2 with respect to Letters of Credit issued by it or
alter its rights or obligations with respect to Letters of Credit issued by it,
(x) without the consent of BTCo, amend, modify or waive any provision of
Sections 1.01(b) and (c) or alter its rights and obligations with respect to
Swingline Loans (including, without limitation, the obligations of the other
Banks to fund Mandatory Borrowings), (y) without the consent of the respective
Agent, amend, modify or waive any provision of Section 12 as same applies to
such Agent or any other provision as same relates to the rights or obligations
of such Agent and (z) without the consent of the Collateral Agent, amend, modify
or waive any provision relating to the rights or obligations of the Collateral
Agent.


                                      -123-


<PAGE>


         (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (vii), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Banks is obtained but the consent of one or more of
such other Banks whose consent is required is not obtained, then the Borrower
shall have the right, so long as all non-consenting Banks whose individual
consent is required are treated as described in either clauses (A) or (B) below,
to either (A) replace each such non-consenting Bank or Banks with one or more
Replacement Banks pursuant to Section 1.13 so long as at the time of such
replacement, each such Replacement Bank consents to the proposed change, waiver,
discharge or termination or (B) terminate such non-consenting Bank's Commitment
(if such Bank's consent is required as a result of its Commitment) and repay
outstanding Revolving Loans of such Bank which gave rise to the need to obtain
such Bank's consent, in accordance with Sections 3.02(b) and/or 4.01(v),
provided that, unless the Commitments are terminated, and Revolving Loans
repaid, pursuant to the preceding clause (B) are immediately replaced in full at
such time through the addition of new Banks or the increase of the Commitments
and/or outstanding Revolving Loans of existing Banks (who in each case must
specifically consent thereto), then in the case of any action pursuant to
preceding clause (B), the Required Banks (determined before giving effect to the
proposed action) shall specifically consent thereto, provided further, that in
any event the Borrower shall not have the right to replace a Bank, terminate its
Commitment or repay its Revolving Loans solely as a result of the exercise of
such Bank's rights (and the withholding of any required consent by such Bank)
pursuant to the second proviso to Section 13.12(a).

         13.13 Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 13.01, 13.06 and 13.16 shall
survive the execution, delivery and termination of this Agreement, the Notes and
any Letters of Credit, and the making and repayment of the Loans.

         13.14 Domicile of Loans. Each Bank may transfer and carry its Loans at,
to or for the account of any office, Subsidiary or Affiliate of such Bank.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14 would, at the time of such
transfer, result in increased costs under Section 1.10, 1.11, 2.06 or 4.04 from
those being charged by the respective Bank prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

         13.15 Confidentiality. (a) Subject to the provisions of clause (b) of
this Section 13.15, each Bank agrees that it will use its best efforts not to
disclose without the prior consent of the Borrower (other than to its
Affiliates, employees, auditors, advisors or counsel or to another Bank if the
Bank or such Bank's holding or parent company in its sole discretion determines
that any such party should have access to such information, provided such
Persons shall be subject to the provisions of this Section 13.15 to the same
extent as such Bank) any information with respect to the Borrower or any of its
Subsidiaries which is now or in the future furnished pursuant to this Agree-
ment or any other Credit Document and which is designated by the Borrower to the
Banks in writing


                                      -124-


<PAGE>


as confidential, provided that any Bank may disclose any such information (a) as
has become generally available to the public, (b) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Bank or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (c) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (d) in order to comply
with any law, order, regulation or ruling applicable to such Bank, (e) to the
Agents or the Collateral Agent and (f) to any prospective or actual transferee
or participant in connection with any contemplated transfer or participation of
any of the Notes or Commitments or any interest therein by such Bank, provided,
that such prospective transferee agrees to provisions substantially the same as
to those contained in this Section.

         (b) Each Credit Party hereby acknowledges and agrees that each Bank may
share with any of its affiliates any information related to the Borrower or any
of its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the creditworthiness of the Borrower and its
Subsidiaries), provided such Persons shall be subject to the provisions of this
Section 13.15 to the same extent as such Bank.

         13.16 Register. The Borrower hereby designates the Administrative Agent
to serve as the Borrower's agent, solely for purposes of this Section 13.16, to
maintain a register (the "Register") on which it will record the Commitments
from time to time of each of the Banks, the Revolving Loans made by each of the
Banks and each repayment in respect of the principal amount of the Revolving
Loans of each Bank. Failure to make any such recordation, or any error in such
recordation shall not affect the Borrower's obligations in respect of such
Revolving Loans. With respect to any Bank, the transfer of the Commitments of
such Bank and the rights to the principal of, and interest on, any Revolving
Loan made pursuant to such Commitments shall not be effective until such
transfer is recorded on the Register maintained by the Administrative Agent with
respect to ownership of such Commitments and Revolving Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitments
and Revolving Loans shall remain owing to the transferor. The registration of
assignment or transfer of all or part of the Commitments and the Revolving Loans
shall be recorded by the Administrative Agent on the Register only upon the
acceptance by the Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 13.04(b). Concurrently
with the delivery of such an Assignment and Assumption Agreement to the
Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Revolving Loan, or as soon thereafter as practicable, the
assigning or transferor Bank shall surrender the Revolving Note evidencing such
Revolving Loan, and thereupon one or more new Revolving Notes in the same
aggregate principal amount shall be issued to the assigning or transferor Bank
and/or the new Bank. The Borrower agrees to indemnify the Administrative Agent
from and against any and all losses, claims, damages and liabilities of
whatsoever nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section 13.16, provided
that the Borrower shall have no obligation to indemnify the Administrative Agent
for any loss, claim, damage, liability or expense to the extent resulting from
the gross negligence or wilful misconduct of the Administrative Agent.


                                      -125-


<PAGE>


         13.17 Limitation on Additional Amounts, etc. Notwithstanding anything
to the contrary contained in Section 1.11 of this Agreement, unless a Bank
gives notice to the Borrower that it is obligated to pay an amount under such
Section within six months after the later of (x) the date the Bank incurs the
respective loss, expense or liability or (y) the date such Bank has actual
knowledge of its incurrence of the respective loss, expense or liability, then
such Bank shall only be entitled to be compensated for such amount by the
Borrower pursuant to said Section 1.11, to the extent the loss, expense or
liability is incurred or suffered on or after the date which occurs six months
prior to such Bank giving notice to the Borrower that it is obligated to pay the
respective amounts pursuant to said Section 1.11. This Section 13.17 shall have
no applicability to any Section of this Agreement other than said Section 1.11.


                                      -126-


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.


<PAGE>


Address:


3 East 54th Street                         BIG FLOWER PRESS HOLDINGS, INC.
17th Floor
New York, NY  10022                        By
Tel: (212) 521-1621                            Title: Executive Vice-President
Fax: (212) 521-1640
Attention:  Secretary






One Bankers Trust Plaza                    BANKERS TRUST COMPANY,
130 Liberty Street                           Individually and as Administrative
New York, NY  10006                           Agent
Tel: (212) 250-2500
Fax: (212) 250-7218
Attention: Timothy Morris                  By
                                               Title:


<PAGE>


11 Madison Avenue                          CREDIT SUISSE FIRST BOSTON,
New York, NY  10010                          Individually
Tel:  (212) 325-9157
Fax:  (212) 325-8309                       By
Attention:  Chris T. Horgan                       Title:



                                           By
                                                  Title:




                                           CREDIT SUISSE FIRST BOSTON,
                                             as Documentation Agent


                                           By
                                                  Title:



                                           By
                                                  Title:


<PAGE>


                                           ABN AMRO BANK N.V.,
                                             NEW YORK BRANCH


                                           By
                                              Title:


                                           By
                                              Title:



                                           BANK OF AMERICA NT & SA


                                           By
                                              Title:


                                           BANKBOSTON, N.A.


                                           By
                                              Title:


                                           BANK OF MONTREAL


                                           By
                                              Title:


                                           THE BANK OF NEW YORK


                                           By
                                              Title:


<PAGE>


                                           BANQUE PARIBAS


                                           By
                                              Title:


                                           CORESTATES BANK, N.A.


                                           By
                                              Title:


                                           CAISSE NATIONALE DE CREDIT AGRICOLE


                                           By
                                              Title:



                                           CITY NATIONAL BANK


                                           By
                                              Title:



                                           CREDIT LYONNAIS NEW YORK BRANCH


                                           By
                                              Title:



                                           DAI-ICHI KANGYO BANK, LIMITED


                                           By
                                              Title:


<PAGE>


                                           DRESDNER BANK AG, NEW YORK AND
                                           GRAND CAYMAN BRANCHES


                                           By
                                              Title:


                                           By
                                              Title:



                                           THE FUJI BANK, LIMITED
                                             NEW YORK BRANCH


                                           By
                                              Title:


                                           GIROCREDIT BANK AG DER
                                             SPARKASSEN, GRAND CAYMAN
                                             ISLAND BRANCH


                                           By
                                              Title:


                                           By
                                              Title:



                                           THE INDUSTRIAL BANK OF JAPAN,
                                             LIMITED


                                           By
                                              Title:


<PAGE>


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


                                           By
                                              Title:



                                           NATIONSBANK, N.A.


                                           By
                                              Title:



                                           SUMITOMO BANK OF CALIFORNIA


                                           By
                                              Title:



                                           THE TOKAI BANK, LIMITED


                                           By
                                              Title:


                                           UNION BANK OF CALIFORNIA, N.A.


                                           By
                                               Title:



                                           THE YASUDA TRUST & BANKING CO., LTD.,
                                             NY BRANCH


                                           By
                                               Title:


<PAGE>


                                                                     SCHEDULE I


                                   COMMITMENTS


         Bank                                        Commitment

Bankers Trust Company                                $ 39,000,000

Credit Suisse First Boston                           $ 32,000,000
Bank of America                                      $ 32,000,000
Industrial Bank of Japan                             $ 32,000,000

ABN AMRO Bank                                        $ 25,000,000
Corestates Bank                                      $ 25,000,000
Credit Lyonnais                                      $ 25,000,000
Fuji Bank                                            $ 25,000,000
Long Term Credit Bank                                $ 25,000,000
Nationsbank                                          $ 25,000,000
Union Bank                                           $ 25,000,000

Bank of Boston                                       $ 15,000,000
Bank of Montreal                                     $ 15,000,000
Bank of New York                                     $ 15,000,000
Banque Paribas                                       $ 15,000,000
Credit Agricole                                      $ 15,000,000
Dai Ichi Kangyo Bank                                 $ 15,000,000
Dresdner Bank                                        $ 15,000,000
Sumitomo Bank California                             $ 15,000,000
Tokai Bank                                           $ 15,000,000

City National Bank                                   $ 10,000,000
Girocredit Bank                                      $ 10,000,000
Yasuda Trust                                         $ 10,000,000

Total                                                $475,000,000


<PAGE>


                                                                   SCHEDULE II


                                 BANK ADDRESSES


Bankers Trust Company             130 Liberty Street
                                  New York, NY  10006
                                  Telephone No.: (212) 250-2500
                                  Facsimile No.: (212) 250-7200
                                  Attention: Rosemary Dunne


Credit Suisse First Boston        11 Madison Avenue
                                  New York, NY  10010
                                  Telephone No.: (212) 325-9157
                                  Facsimile No.: (212) 325-8309
                                  Attention: Chris T. Horgan


ABN Amro Bank, N.V.,              500 Park Avenue, 2nd Floor
  New York Branch                 New York, NY  10022
                                  Telephone No.: (212) 446-4319
                                  Facsimile No.: (212) 832-7129
                                  Attention: Mike Kowalczuk


Bank of America NT&SA             555 South Flower Street
                                  10th Floor, Unit #3283
                                  Los Angeles, CA  90071
                                  Telephone No.: (213) 228-6126
                                  Facsimile No.: (213) 228-2641
                                  Attention: Shannon Ward


BankBoston, N.A.                  100 Federal Street
                                  MS 01-08-08
                                  Boston, MA  02110
                                  Telephone No.: (617) 434-9974
                                  Facsimile No.: (617) 434-3401
                                  Attention: Julie Jalelian


<PAGE>


                                                                    SCHEDULE II
                                                                         Page 2




Bank of Montreal                 430 Park Avenue
                                 14th Floor
                                 New York, NY 10022
                                 Telephone No.: (212) 605-1444
                                 Facsimile No.: (212) 605-1620
                                 Attention: Richard McClorey


The Bank of New York             One Wall Street
                                 22nd Floor
                                 New York, NY  10286
                                 Telephone No.: (212) 635-6863
                                 Facsimile No.: (212) 635-6434
                                 Attention: Ken Schneider


Banque Paribas                   787 Seventh Avenue
                                 New York, NY  10019
                                 Telephone No.: (212) 841-2551
                                 Facsimile No.: (212) 841-2333
                                 Attention: Mary Finnegan


City National Bank               400 North Roxbury Drive
                                 3rd Floor
                                 Beverly Hills, CA  90210
                                 Telephone No.: (310) 888-6132
                                 Facsimile No.: (310) 888-6152
                                 Attention: Kim Bingham


Corestates Bank, N.A.            1345 Chestnut Street
                                 Philadelphia, PA  19101
                                 Telephone No.: (215) 973-8276
                                 Facsimile No.: (215) 973-6745
                                 Attention: Melissa Landay


<PAGE>


                                                                    SCHEDULE II
                                                                         Page 3


Caisse Nationale de Credit Agricole     520 Madison Avenue
                                        New York, NY  10022
                                        Telephone No.: (212) 418-2217
                                        Facsimile No.: (212) 418-2228
                                        Attention: John McCloskey


Credit Lyonnais New York Branch         1301 Avenue of the Americas
                                        12th Floor
                                        New York, NY  10019
                                        Telephone No.: (212) 261-7867
                                        Facsimile No.: (212) 459-3176
                                        Attention: C.J. Baldoni


Dai-Ichi Kangyo Bank, Limited           One World Trade Center, 48th Floor
                                        New York, NY  10048
                                        Telephone No.: (212) 432-8882
                                        Facsimile No.: (212) 912-1879
                                        Attention: David J. McCann


Dresdner Bank AG, New York and          75 Wall Street
  Grand Cayman Branches                 New York, NY  10005
                                        Telephone No.: (212) 429-2225
                                        Facsimile No.: (212) 429-2781
                                        Attention: Robert von Finckenstein


The Fuji Bank, Limited                  Two World Trade Center
  New York Branch                       New York, NY  10048
                                        Telephone No.: (212) 898-2051
                                        Facsimile No.: (212) 912-0516
                                        Attention: Vincent Ingato


<PAGE>


                                                                    SCHEDULE II
                                                                         Page 4


Girocredit Bank AG DER Sparkassen,          280 Park Avenue
  Grand Cayman Island Branch                West Building, 32nd Floor
                                            New York, NY 10017
                                            Telephone No.: (212) 984-5632
                                            Facsimile No.: (212) 984-1423
                                            Attention: John Redding


The Industrial Bank of Japan, Limited       1251 Avenue of the Americas
                                            New York, NY  10020
                                            Telephone No.: (212) 282-3323
                                            Facsimile No.: (212) 282-4250
                                            Attention: Chris Dorussiotos


The Long-Term Credit Bank of Japan,         165 Broadway
  Ltd. New York Branch                      New York, NY  10006
                                            Telephone No.: (212) 335-4464
                                            Facsimile No.: (212) 608-2371
                                            Attention: Junichi Ebihara


NationsBank, N.A.                           6610 Rockledge Drive
                                            6th Floor
                                            Bethesda, MD 20817
                                            Telephone No.: (301) 571-0724
                                            Facsimile No.: (301) 571-0719
                                            Attention: Michael Heredia


Sumitomo Bank of California                 611 West Sixth Street
                                            Suite 3900
                                            Los Angeles, CA  90017
                                            Telephone No.: (213) 362-5718
                                            Facsimile No.: (213) 622-1385
                                            Attention: Robert Britani


<PAGE>

                                                                    SCHEDULE II
                                                                         Page 5


The Tokai Bank, Limited                     55 East 52nd Street
                                            New York, NY  10055
                                            Telephone No.: (212) 339-1117
                                            Facsimile No.: (212) 754-2170
                                            Attention: Stu Schulman


Union Bank of California, N.A.              445 South Figueroa Street
                                            16th Floor
                                            Los Angeles, CA  90071
                                            Telephone No.: (213) 236-4033
                                            Facsimile No.: (213) 236-7814
                                            Attention: Carry Moore


The Yasuda Trust & Banking Co., Ltd.,       666 Fifth Avenue
  NY Branch                                 Suite 801
                                            New York, NY  10103
                                            Telephone No.: (212) 373-5734
                                            Facsimile No.: (212) 373-5796


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