ACQUISITION CREDIT AGREEMENT

 

                                       [CONFORMED COPY WITH EXHIBITS E,F and G
                                                         CONFORMED AS EXECUTED]

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                             ACQUISITION CREDIT AGREEMENT

                                        among

                               UNIVERSAL OUTDOOR, INC.

                            VARIOUS LENDING INSTITUTIONS,

                               LA SALLE NATIONAL BANK,
                                     AS CO-AGENT

                                         and

                                BANKERS TRUST COMPANY,
                                       AS AGENT

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

                              Dated as of March 29, 1996

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

                                     $87,500,000

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

                                                                        PAGE

SECTION 1.  Amount and Terms of Credit . . . . . . . . . . . . . .       1
    1.01  Commitment . . . . . . . . . . . . . . . . . . . . . . .       1
    1.02  Minimum Borrowing Amounts, etc.. . . . . . . . . . . . .       2
    1.03  Notice of Borrowing. . . . . . . . . . . . . . . . . . .       2
    1.04  Disbursement of Funds. . . . . . . . . . . . . . . . . .       2
    1.05  Note . . . . . . . . . . . . . . . . . . . . . . . . . .       3
    1.06  Conversions. . . . . . . . . . . . . . . . . . . . . . .       4
    1.07  Pro Rata Borrowings. . . . . . . . . . . . . . . . . . .       4
    1.08  Interest . . . . . . . . . . . . . . . . . . . . . . . .       5
    1.09  Interest Periods . . . . . . . . . . . . . . . . . . . .       5
    1.10  Increased Costs, Illegality, etc.. . . . . . . . . . . .       7
    1.11  Compensation . . . . . . . . . . . . . . . . . . . . . .       9
    1.12  Change of Lending Office . . . . . . . . . . . . . . . .       9

SECTION 2.  Replacement Banks. . . . . . . . . . . . . . . . . . .       9
    2.01  Replacement of Banks . . . . . . . . . . . . . . . . . .       9

SECTION 3.  Fees; Commitments. . . . . . . . . . . . . . . . . . .      10
    3.01  Fees . . . . . . . . . . . . . . . . . . . . . . . . . .      10
    3.02  Voluntary Reduction of Commitments . . . . . . . . . . .      11
    3.03  Mandatory Adjustments of Commitments, etc. . . . . . . .      11

SECTION 4.  Payments . . . . . . . . . . . . . . . . . . . . . . .      12
    4.01  Voluntary Prepayments. . . . . . . . . . . . . . . . . .      12
    4.02  Mandatory Prepayments. . . . . . . . . . . . . . . . . .      12
    4.03  Method and Place of Payment. . . . . . . . . . . . . . .      16
    4.04  Net Payments . . . . . . . . . . . . . . . . . . . . . .      16

SECTION 5.  Conditions Precedent . . . . . . . . . . . . . . . . .      18
    5.01  Execution of Agreement . . . . . . . . . . . . . . . . .      18
    5.02  No Default; Representations and Warranties . . . . . . .      18
    5.03  Officer's Certificate. . . . . . . . . . . . . . . . . .      18

                                         (i)

    5.04  Opinions of Counsel. . . . . . . . . . . . . . . . . . . . .   18
    5.05  Corporate Proceedings. . . . . . . . . . . . . . . . . . . .   19
    5.06  Plans; etc . . . . . . . . . . . . . . . . . . . . . . . .     19
    5.07  Adverse Change, etc. . . . . . . . . . . . . . . . . . . . .   20
    5.08  Litigation . . . . . . . . . . . . . . . . . . . . . . . .     20
    5.09  Approvals. . . . . . . . . . . . . . . . . . . . . . . . . .   20
    5.10  Holdings Restructuring . . . . . . . . . . . . . . . . . .     21
    5.11  Acquisition. . . . . . . . . . . . . . . . . . . . . . . . .   21
    5.12  Security Documents . . . . . . . . . . . . . . . . . . . .     21
    5.13  Solvency . . . . . . . . . . . . . . . . . . . . . . . . .     23
    5.14  Insurance Policies . . . . . . . . . . . . . . . . . . . .     23
    5.15  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .     23
    5.16  Environmental Reports. . . . . . . . . . . . . . . . . . . .   23
    5.17  Consent Letter . . . . . . . . . . . . . . . . . . . . . .     23
    5.18  RF Credit Agreement. . . . . . . . . . . . . . . . . . . . .   23
    5.19  Adjusted EBITDA. . . . . . . . . . . . . . . . . . . . . . .   23
    5.20  Tested Borrowings. . . . . . . . . . . . . . . . . . . . . .   23

SECTION 6.  Representations, Warranties and Agreements . . . . . . .     24
    6.01  Corporate Status . . . . . . . . . . . . . . . . . . . . .     24
    6.02  Corporate Power and Authority. . . . . . . . . . . . . . . .   24
    6.03  No Violation . . . . . . . . . . . . . . . . . . . . . . .     24
    6.04  Litigation . . . . . . . . . . . . . . . . . . . . . . . .     25
    6.05  Use of Proceeds; Margin Regulations. . . . . . . . . . . . .   25
    6.06  Governmental Approvals . . . . . . . . . . . . . . . . . .     25
    6.07  Investment Company Act . . . . . . . . . . . . . . . . . .     25
    6.08  Public Utility Holding Company Act . . . . . . . . . . . .     25
    6.09  True and Complete Disclosure . . . . . . . . . . . . . . .     26
    6.10  Financial Condition; Financial Statements. . . . . . . . . .   26
    6.11  Security Interests . . . . . . . . . . . . . . . . . . . .     27
    6.12  Representations and Warranties in Transaction Documents. . .   27
    6.13  Consummation of Transaction. . . . . . . . . . . . . . . . .   28
    6.14  Tax Returns and Payments . . . . . . . . . . . . . . . . .     28
    6.15  Compliance with ERISA. . . . . . . . . . . . . . . . . . . .   28
    6.16  Subsidiaries . . . . . . . . . . . . . . . . . . . . . . .     29
    6.17  Patents, etc.. . . . . . . . . . . . . . . . . . . . . . . .   29
    6.18  Pollution and Other Regulations. . . . . . . . . . . . . . .   29
    6.19  Properties . . . . . . . . . . . . . . . . . . . . . . . .     30
    6.20  Labor Relations. . . . . . . . . . . . . . . . . . . . . . .   31
    6.21  Existing Indebtedness. . . . . . . . . . . . . . . . . . . .   31

                                         (ii)

SECTION 7.  Affirmative Covenants. . . . . . . . . . . . . . . . . . .   31
    7.01  Information Covenants. . . . . . . . . . . . . . . . . . . .   31
    7.02  Books, Records and Inspections . . . . . . . . . . . . . .     34
    7.03  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . .   34
    7.04  Payment of Taxes . . . . . . . . . . . . . . . . . . . . .     35
    7.05  Consolidated Corporate Franchises. . . . . . . . . . . . . .   35
    7.06  Compliance with Statutes, etc. . . . . . . . . . . . . . .     35
    7.07  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
    7.08  Good Repair. . . . . . . . . . . . . . . . . . . . . . . . .   36
    7.09  End of Fiscal Years; Fiscal Quarters . . . . . . . . . . .     36
    7.10  Additional Security; Further Assurances. . . . . . . . . . .   36
    7.11  Corporate Separateness . . . . . . . . . . . . . . . . . .     38
    7.12  Interest Rate Agreement. . . . . . . . . . . . . . . . . . .   38
    7.13  Compliance with Environmental Laws . . . . . . . . . . . .     38

SECTION 8.  Negative Covenants . . . . . . . . . . . . . . . . . . .     39
    8.01  Changes in Business. . . . . . . . . . . . . . . . . . . . .   39
    8.02  Consolidation, Merger, Sale or Purchase of Assets, etc.. . .   39
    8.03  Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
    8.04  Indebtedness . . . . . . . . . . . . . . . . . . . . . . .     43
    8.05  Capital Expenditures . . . . . . . . . . . . . . . . . . .     43
    8.06  Investments and Loans. . . . . . . . . . . . . . . . . . . .   44
    8.07  Subsidiaries; etc. . . . . . . . . . . . . . . . . . . . .     44
    8.08  Prepayments of Indebtedness, etc.. . . . . . . . . . . . . .   44
    8.09  Dividends, etc.. . . . . . . . . . . . . . . . . . . . . . .   45
    8.10  Transactions with Affiliates . . . . . . . . . . . . . . .     46
    8.11  Fixed Charge Coverage Ratio. . . . . . . . . . . . . . . . .   47
    8.12  Minimum Adjusted EBITDA. . . . . . . . . . . . . . . . . . .   47
    8.13  Borrower Leverage Ratio. . . . . . . . . . . . . . . . . . .   47

SECTION 9.  Events of Default. . . . . . . . . . . . . . . . . . . . .   47
    9.01  Payments . . . . . . . . . . . . . . . . . . . . . . . . .     47
    9.02  Representations, etc.. . . . . . . . . . . . . . . . . . . .   47
    9.03  Covenants. . . . . . . . . . . . . . . . . . . . . . . . . .   48
    9.04  Default Under Other Agreements . . . . . . . . . . . . . .     48
    9.05  Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . .     48
    9.06  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
    9.07  Security Documents . . . . . . . . . . . . . . . . . . . .     49
    9.08  Holdings . . . . . . . . . . . . . . . . . . . . . . . . .     49
    9.09  Judgments. . . . . . . . . . . . . . . . . . . . . . . . . .   51
    9.10  RF Credit Agreement. . . . . . . . . . . . . . . . . . . . .   51

                                        (iii)

SECTION 10.  Definitions . . . . . . . . . . . . . . . . . . . . . .     51

SECTION 11.  The Agent . . . . . . . . . . . . . . . . . . . . . . .     75
    11.01  Appointment . . . . . . . . . . . . . . . . . . . . . . .     75
    11.02  Nature of Duties. . . . . . . . . . . . . . . . . . . . . .   75
    11.03  Lack of Reliance on the Agent . . . . . . . . . . . . . .     75
    11.04  Certain Rights of the Agent . . . . . . . . . . . . . . .     76
    11.05  Reliance. . . . . . . . . . . . . . . . . . . . . . . . . .   76
    11.06  Indemnification . . . . . . . . . . . . . . . . . . . . .     76
    11.07  The Agent in Its Individual Capacity. . . . . . . . . . . .   77
    11.08  Holders . . . . . . . . . . . . . . . . . . . . . . . . .     77
    11.09  Resignation by the Agent. . . . . . . . . . . . . . . . . .   77

SECTION 12.  Miscellaneous 78
    12.01  Payment of Expenses, etc. . . . . . . . . . . . . . . . .     78
    12.02  Right of Setoff . . . . . . . . . . . . . . . . . . . . .     78
    12.03  Notices . . . . . . . . . . . . . . . . . . . . . . . . .     79
    12.04  Benefit of Agreement. . . . . . . . . . . . . . . . . . . .   79
    12.05  No Waiver; Remedies Cumulative. . . . . . . . . . . . . . .   81
    12.06  Payments Pro Rata . . . . . . . . . . . . . . . . . . . .     81
    12.07  Calculations; Computations. . . . . . . . . . . . . . . . .   82
    12.08  Governing Law; Submission to Jurisdiction; Venue; Waiver of
             Jury Trial. . . . . . . . . . . . . . . . . . . . . . . .   82
    12.09  Counterparts. . . . . . . . . . . . . . . . . . . . . . . .   83
    12.10  Effectiveness . . . . . . . . . . . . . . . . . . . . . .     83
    12.11  Headings Descriptive. . . . . . . . . . . . . . . . . . . .   84
    12.12  Amendment or Waiver . . . . . . . . . . . . . . . . . . .     84
    12.13  Survival. . . . . . . . . . . . . . . . . . . . . . . . . .   84
    12.14  Domicile of Loans . . . . . . . . . . . . . . . . . . . .     84
    12.15  Confidentiality . . . . . . . . . . . . . . . . . . . . .     84

ANNEX I        --   Commitments
ANNEX II       --   Bank Addresses
ANNEX III      --   Government Approvals
ANNEX IV       --   Subsidiaries
ANNEX V        --   Properties
ANNEX VI       --   Existing Indebtedness
ANNEX VII      --   Insurance Policies
ANNEX VIII     --   Existing Liens
ANNEX IX       --   Management Fees

                                         (iv)

EXHIBIT A      --   Form of Notice of Borrowing
EXHIBIT B-1    --   Form of Term Note
EXHIBIT B-2    --   Form of AR Note
EXHIBIT C-1    --   Form of Opinion of Counsel for the Borrower
EXHIBIT C-2    --   Form of Opinion of White & Case
EXHIBIT D      --   Form of Officers' Certificate
EXHIBIT E      --   Form of Borrower Pledge Agreement
EXHIBIT F      --   Form of Security Agreement
EXHIBIT G      --   Form of UOH Pledge Agreement
EXHIBIT H      --   Form of Solvency Opinion
EXHIBIT I      --   Form of Consent Letter
EXHIBIT J      --   Pro Forma Calculation for Tested Borrowings
EXHIBIT K      --   Adjusted EBITDA
EXHIBIT L      --   Form of Assignment Agreement

                                         (v)

               ACQUISITION CREDIT AGREEMENT, dated as March 29, 1996, among
UNIVERSAL OUTDOOR, INC. (the "Borrower"), an Illinois corporation, the lending
institutions listed from time to time on Annex I hereto (each a "Bank" and,
collectively, the "Banks"), LA SALLE NATIONAL BANK, as Co-Agent and BANKERS
TRUST COMPANY, as agent (the "Agent").  Unless otherwise defined herein, all
capitalized terms used herein and defined in Section 10 are used herein as so
defined.

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

               WHEREAS, subject to and upon the terms and conditions set forth
herein, 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.

               1.011  COMMITMENT.  Subject to and upon the terms and conditions
herein set forth, each Bank severally agrees to make a loan or loans (each a
"Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be
drawn, to the extent such Bank has a commitment under such Facility, under the
Term Facility and the AR Facility, as set forth below:

               (a) Loans under the Term Facility (each a "Term Loan" and, 
     collectively, the "Term Loans") (i) shall be made pursuant to a single 
     drawing which shall be on the Initial Borrowing Date, (ii) shall be made 
     and initially maintained as a single Borrowing of Base Rate Loans 
     (subject to the option to convert such Term Loans pursuant to Section 
     1.06) and (iii) shall not exceed in aggregate principal amount for any 
     Bank at the time of occurrence thereof the Term Commitment, if any, of 
     such Bank.  Once repaid, Term Loans may not be reborrowed.

               (b)  Loans under the AR Facility (each an "AR Loan" and, 
     collectively, the "AR Loans") (i) shall be made at any time and from 
     time to time on and after the Initial Borrowing Date and prior to the AR 
     Termination Date, (ii) except as hereinafter provided, may, at the 
     option of the Borrower, be incurred and maintained as, and/or converted 
     into, Base Rate Loans or Eurodollar Loans, provided that (x) all AR 
     Loans made as part of the same Borrowing shall, unless otherwise 
     specifically provided herein, consist of Loans of the same Type and (y) 
     AR Loans maintained as Eurodollar Loans may not be incurred prior to the 
     Syndication Date, (iii) may be repaid and, prior to the AR Termination 
     Date, be reborrowed in accordance with the provisions hereof

     and (iv) shall not exceed for any Bank at any time outstanding that
     aggregate principal amount which, when combined with the aggregate
     outstanding principal amount of all other AR Loans of such Bank, equals the
     AR Commitment, if any, of such Bank at such time.

               1.012  MINIMUM BORROWING AMOUNTS, ETC.  The aggregate principal
amount of each Borrowing shall not be less than the Minimum Borrowing Amount.
More than one Borrowing may be incurred on any day, provided that at no time
shall there be outstanding more than seven Borrowings of Eurodollar Loans
hereunder and under the RF Credit Agreement.

               1.013  NOTICE OF BORROWING.  (a)  Whenever the Borrower desires
to incur Loans under any Facility, it shall give the Agent at its Notice Office,
prior to 11:00 A.M. (New York time), at least three Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Loans and at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans to be made hereunder.  Each such notice (each a "Notice of Borrowing")
shall be in the form of Exhibit A and shall be irrevocable and shall specify (i)
the Facility pursuant to which such Borrowing is being made, (ii) the aggregate
principal amount of the Loans to be made pursuant to such Borrowing, (iii) the
date of Borrowing (which shall be a Business Day) and (iv) whether the
respective Borrowing shall consist of Base Rate Loans or (to the extent
permitted) Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be
initially applicable thereto.  The Agent shall promptly give each Bank written
notice (or telephonic notice promptly confirmed in writing) of each proposed
Borrowing, of such Bank's proportionate share thereof and of the other matters
covered by the Notice of Borrowing.

               (b)  Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice permitted to be given hereunder, the
Agent may prior to receipt of written confirmation act without liability upon
the basis of such telephonic notice, believed by the Agent in good faith to be
from an Authorized Officer of the Borrower.  In each such case, the Borrower
hereby waives the right to dispute the Agent's record of the terms of such
telephonic notice.

               1.014  DISBURSEMENT OF FUNDS.  (a)  No later than 1:00 P.M. (New
York time) on the date specified in each Notice of Borrowing, each Bank with a
Commitment under the respective Facility will make available its PRO RATA share
(as provided in Section 1.07) of each Borrowing requested to be made on such
date in the manner provided below.  All such amounts shall be made available to
the Agent in U.S. dollars and immediately available funds at the Payment Office
and the Agent promptly will make available to the Borrower by depositing to its
account at the Payment Office the aggregate of the amounts so made available in
the type of funds received.  Unless the 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 Agent its portion of the

                                         -2-

Borrowing or Borrowings to be made on such date, the Agent may assume that such
Bank has made such amount available to the Agent on such date of Borrowing, and
the Agent, in reliance upon such assumption, may (in its sole discretion and
without any obligation to do so) make available to the Borrower a corresponding
amount.  If such corresponding amount is not in fact made available to the Agent
by such Bank and the Agent has made available same to the Borrower, the Agent
shall be entitled to recover such corresponding amount from such Bank.  If such
Bank does not pay such corresponding amount forthwith upon the Agent's demand
therefor, the Agent shall promptly notify the Borrower, and the Borrower shall
immediately pay such corresponding amount to the Agent.  The 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 Agent to the Borrower to the
date such corresponding amount is recovered by the Agent, at a rate per annum
equal to (x) if paid by such Bank, the overnight Federal Funds Effective Rate or
(y) if paid by the Borrower, the then applicable rate of interest, calculated in
accordance with Section 1.08, for the respective Loans.

               (b)  Nothing herein shall be deemed to relieve any Bank from its
obligation to fulfill its commitments hereunder or to prejudice any rights which
the Borrower may have against any Bank as a result of any default by such Bank
hereunder.

               1.015  NOTES.  (a)  The Borrower's obligation to pay the
principal of, and interest on, the Loans made to it by each Bank shall be
evidenced (i) if Term Loans, by a promissory note substantially in the form of
Exhibit B-1 with blanks appropriately completed in conformity herewith (each a
"Term Note" and, collectively, the "Term Notes") and (ii) if AR Loans, by a
promissory note substantially in the form of Exhibit B-2 with blanks
appropriately completed in conformity herewith (each an "AR Note" and,
collectively, the "AR Notes").

               (b)  The Term Note issued to each Bank that makes a Term Loan
shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank
and be dated the Initial Borrowing Date, (iii) be in a stated principal amount
equal to the Term Loans made by such Bank on the Initial Borrowing Date (or
subsequently purchased by such Bank) and be payable in the principal amount of
Term 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 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 AR Note issued to each Bank with an AR Commitment shall
(i) be executed by the Borrower, (ii) be payable to the order of such Bank and
be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal
to the AR Commitment of such Bank and be payable in the principal amount of the
AR Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear
interest as provided in the appropriate clause of Section

                                         -3-

1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to 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 Loan made by it and each payment in respect thereof and will, prior to any
transfer of any of its Notes, endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby.  Failure to make any
such notation shall not affect the Borrower's obligations in respect of such
Loans.

               1.016  CONVERSIONS.  The Borrower shall have the option to
convert on any Business Day occurring on and after the Syndication Date all or a
portion at least equal to the applicable Minimum Borrowing Amount of the
outstanding principal amount of the Loans owing pursuant to a single Facility
into a Borrowing or Borrowings pursuant to such Facility of another Type of
Loan, provided that (i) except as otherwise provided in Section 1.10(b),
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
an Interest Period applicable thereto and no partial conversion of a Borrowing
of Eurodollar Loans shall reduce the outstanding principal amount of the
Eurodollar Loans made pursuant to such Borrowing to less than the Minimum
Borrowing Amount applicable thereto, (ii) Base Rate Loans may not be converted
into Eurodollar Loans if any violation of Section 9.01 or any Event of Default
is then in existence to the extent that the Agent or the Required Banks have
determined that any such conversion at such time would be disadvantageous to the
Banks and (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06
shall be limited in number as provided in Section 1.02.  Each such conversion
shall be effected by the Borrower giving the Agent at its Notice Office, prior
to 11:00 A.M. (New York time), at least three Business Days' (or two Business
Days', in the case of a conversion into Base Rate Loans) prior written notice
(or telephonic notice promptly confirmed in writing) (each a "Notice of
Conversion") specifying the Loans to be so converted, the Type of Loans to be
converted into and, if to be converted into a Borrowing of Eurodollar Loans, the
Interest Period to be initially applicable thereto.  The Agent shall give each
Bank prompt notice of any such proposed conversion affecting any of its Loans.

               1.017  PRO RATA BORROWINGS.  All Loans under this Agreement shall
be made by the Banks PRO RATA on the basis of their Term Commitments or AR
Commitments, as the case may be, provided at any time that a Bank with an AR
Commitment is a Defaulting Bank, AR Loans will be incurred from the Banks with
AR Commitments that are Non-Defaulting Banks PRO RATA on the basis of their AR
Commitments.  It is understood that no Bank shall be responsible for any default
by any other Bank in its obligation to make Loans hereunder and that each Bank
shall be obligated to make the Loans provided to be made by it hereunder,
regardless of the failure of any other Bank to fulfill its commitments
hereunder.

               1.018  INTEREST.  (a)  The unpaid principal amount of each Base
Rate Loan shall bear interest from the date of the Borrowing thereof until
maturity (whether by acceleration or

                                         -4-

otherwise) at a rate per annum which shall at all times be the Applicable Base
Rate Margin plus the Base Rate in effect from time to time.

               (b)  The unpaid principal amount of each Eurodollar Loan shall
bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum which shall at all times be the
Applicable Eurodollar Margin plus the relevant Eurodollar Rate.

               (c)  All overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and any other overdue amount payable
hereunder shall bear interest at a rate per annum equal to the Base Rate in
effect from time to time plus the sum of (i) 2% and (ii) the Applicable Base
Rate Margin, provided that no Loan shall bear interest after maturity (whether
by acceleration or otherwise) at a rate per annum less than 2% plus the rate of
interest applicable thereto at maturity.

               (d)  Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on the last
Business Day of each February, May, August and November, (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 of six months, on the date occurring three
months after the first day of such Interest Period and (iii) in respect of each
Loan, on any prepayment or conversion (other than the prepayment and conversion
of Base Rate AR Loans) (on the amount prepaid or converted), at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand.

               (e)  All computations of interest hereunder shall be made in
accordance with Section 12.07(b).

               (f)  The Agent, upon determining the interest rate for any
Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify the
Borrower and the Banks thereof.

               1.019  INTEREST PERIODS.  (a)  At the time the Borrower gives a
Notice of Borrowing or Notice of Conversion in respect of the making of, or
conversion into, a Borrowing of Eurodollar Loans (in the case of the initial
Interest Period applicable thereto) or prior to 10:00 A.M. (New York time) on
the third Business Day prior to the expiration of an Interest Period applicable
to a Borrowing of Eurodollar Loans, it shall have the right to elect by giving
the Agent written notice (or telephonic notice promptly confirmed in writing) of
the Interest Period applicable to such Borrowing, which Interest Period shall,
at the option of the Borrower, be a one, two, three or six month period.
Notwithstanding anything to the contrary contained above:

                                         -5-

               (i) the initial Interest Period for any Borrowing of Eurodollar
     Loans shall commence on the date of such Borrowing (including the date of
     any conversion from a Borrowing of Base Rate Loans) and each Interest
     Period occurring thereafter in respect of such Borrowing shall commence on
     the day on which the next preceding Interest Period expires;

               (ii) if any Interest Period 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;

               (iii) 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 that if any Interest Period 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;

               (iv)  no Interest Period shall extend beyond the Final Maturity
     Date;

               (v)  no Interest Period with respect to any Borrowing of Term
     Loans or AR Loans, respectively, may be elected that would extend beyond
     any date upon which a Scheduled Repayment is required to be made in respect
     of such Loans if, after giving effect to the selection of such Interest
     Period, the aggregate principal amount of Term Loans or AR Loans, as the
     case may be, maintained as Eurodollar Loans with Interest Periods ending
     after such date would exceed the aggregate principal amount of Term Loans
     or AR Loans, as the case may be, permitted to be outstanding after such
     Scheduled Repayment; and

               (vi) no Interest Period may be elected at any time when a
     violation of Section 9.01 or an Event of Default is then in existence if
     the Agent or the Required Banks have determined that such an election at
     such time would be disadvantageous to the Banks.

               (b)  If upon the expiration of any Interest Period, the Borrower
     has failed to (or may not) elect a new Interest Period to be applicable to
     the respective Borrowing of Eurodollar Loans as provided above, the
     Borrower shall be deemed to have elected to convert such Borrowing into a
     Borrowing of 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 (x)
     in the case of clause (i) below, the Agent or (y) in the case of clauses
     (ii) and (iii) below, any Bank shall have determined (which determination
     shall, absent manifest error, be final and conclusive and binding upon all
     parties hereto):

                                         -6-

               (i)  on any date for determining the Eurodollar Rate for any
     Interest Period 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 Loans (other than any increased cost or reduction in the
     amount received or receivable resulting from the imposition of or a change
     in the rate of taxes or similar charges) because of (x) any change since
     the Effective Date in any applicable law, governmental rule, regulation,
     guideline or order (or in the interpretation or administration thereof and
     including the introduction of any new law or governmental rule, regulation,
     guideline or order) (such as, for example, but not limited to, 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) and/or (y) other circumstances affecting such Bank,
     the interbank Eurodollar market or the position of such Bank in such
     market; or

               (iii) at any time, that the making or continuance of any 
     Eurodollar Loan has become unlawful by compliance by such Bank in good 
     faith with any law, governmental rule, regulation, guideline (or would 
     conflict with any such governmental rule, regulation, guideline or order 
     not having the force of law but with which such Bank customarily 
     complies even though the failure to comply therewith would not be 
     unlawful), or has become impracticable as a result of a contingency 
     occurring after the Effective Date which materially and adversely 
     affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Agent in the case of clause (i)
above) shall (x) on such date and (y) within ten Business Days of the date on
which such event no longer exists give notice (by telephone confirmed in
writing) to the Borrower and to the Agent of such determination (which notice
the 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 Agent notifies the Borrower and the Banks that the
circumstances giving rise to such notice by the 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 shall be deemed rescinded
by the Borrower, (y) in the case of clause (ii) above, the Borrower shall 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 in its sole discretion shall determine) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts 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 shall, absent manifest error, be final and conclusive and
binding upon all parties hereto) and (z) in the case of clause (iii) above, the
Borrower shall

                                         -7-

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.

               (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 pursuant to Section 1.10(a)(iii) the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the
Borrower was notified by a Bank pursuant to Section 1.10(a)(ii) or (iii), or
(ii) if the affected Eurodollar Loan is then outstanding, upon at least three
Business Days' notice to the Agent, require the affected Bank to convert each
such Eurodollar Loan into a Base Rate Loan, provided that 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 any Bank shall have determined that after the Effective
Date, the adoption or effectiveness of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by such Bank with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Bank's capital or assets as a consequence of its
commitments or obligations hereunder to a level below that which such Bank could
have achieved but for such adoption, effectiveness, change or compliance (taking
into consideration such Bank's policies with respect to capital adequacy), then
from time to time, within 15 days after demand by such Bank (with a copy to the
Agent), the Borrower shall pay to such Bank such additional amount or amounts as
will compensate such Bank for such reduction.  Each Bank, upon determining in
good faith that any additional amounts will be payable pursuant to this Section
1.10(c), will give prompt written notice thereof to the Borrower, which notice
shall set forth the basis of the 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.  (a)  The Borrower shall compensate each
Bank, upon its written request (which request shall set forth 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 in any event
the loss of anticipated profits) which such Bank may sustain:  (i) if for any
reason (other than a default by such Bank or the Agent) a Borrowing of
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 prepayment, repayment
or conversion of any of its Eurodollar Loans occurs on a date which is not the
last day of an

                                         -8-

Interest Period applicable 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 Eurodollar Loans when required by the terms of this
Agreement or (y) an election made pursuant to Section 1.10(b).

               (b)  Notwithstanding anything in this Agreement to the contrary,
to the extent any notice required by Section 1.10 or 4.04 is given by any Bank
more than 180 days after such Bank obtained, or reasonably should have obtained,
knowledge of the occurrence of the event giving rise to the additional costs of
the type described in such Section, such Bank shall not be entitled to
compensation under Section 1.10 or 4.04 for any amounts incurred or accruing
prior to the giving of such notice to the Borrower.

               1.12  CHANGE OF LENDING OFFICE.  Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), 1.10(c) or 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 Loans 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 object of avoiding the consequence of the event giving rise to the operation
of any such Section.  Nothing in this Section 1.12 shall affect or postpone any
of the obligations of the Borrower or the right of any Bank provided in Section
1.10 or 4.04.

               SECTION 2.  REPLACEMENT BANKS.

               1.021  REPLACEMENT OF BANKS.  (w) Upon any RF Bank being replaced
under Section 1.13 of the RF Credit Agreement, (x) upon the occurrence of any
event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section
1.10(c) or Section 4.04 with respect to any Bank which results in such Bank
charging to the Borrower increased costs in excess of those being generally
charged by the other Banks, (y) if a Bank becomes a Defaulting Bank and/or (z)
in the case of a refusal by a Bank to consent to a proposed change, waiver,
discharge or termination with respect to this Agreement which has been approved
by the Required Banks or Super Majority Banks, as the case may be, as provided
in Section 12.12, the Borrower shall have the right, if no Default or Event of
Default then exists, to replace (and, in the case of clause (w) above, shall
replace) such Bank (the "Replaced Bank") with one or more other transferee or
transferees who shall be acceptable to the Agent and none of whom shall
constitute a Defaulting Bank at the time of such replacement (collectively, the
"Replacement Bank") reasonably acceptable to the Agent, provided that (i) any
Bank replaced pursuant to this Section 2.01 must also be replaced as an RF Bank
at the same time under Section 1.13 of the RF Credit Agreement by the same
Replacement Bank (and in the same pro rata amounts if more than one Replacement
Bank), (ii) any Bank that is replaced as an RF Bank pursuant to Section 1.13 of
the RF Credit Agreement must also be replaced at the same time as a Bank
hereunder by the same Replacement Bank (and in the same pro rata amounts if more
than one Replacement Bank), (iii) at the time of any replacement pursuant to
this Section 2.01, the

                                         -9-

Replacement Bank shall enter into one or more Assignment Agreements pursuant to
Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to
be paid by the Replacement Bank) pursuant to which the Replacement Bank shall
acquire all of the Commitments and outstanding Loans of the Replaced Bank and,
in connection therewith, shall pay to 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 outstanding Loans of the Replaced Bank and (B) an
amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced
Bank pursuant to Section 3.01 and (iv) all obligations of the Borrower owing to
the Replaced Bank (other than those specifically described in clause (iii) 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
Agreements, the payment of amounts referred to in clauses (iii) and (iv) above
and, if so requested by the Replacement Bank, delivery to the Replacement Bank
of the appropriate Note or Notes executed by the Borrower, 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 applicable to
the Replaced Bank under this Agreement, which shall survive as to such Replaced
Bank.

               SECTION 3.  FEES; COMMITMENTS.

               1.031  FEES.  (a)  The Borrower agrees to pay to the Agent a
commitment commission ("Commitment Commission") for the account of each Non-
Defaulting Bank with an AR Commitment for the period from and including the
Initial Borrowing Date to, but not including, the AR Termination Date, or, if
earlier, the date upon which the Total AR Commitment has been terminated,
computed at a rate for each day equal to 1/2 of 1% per annum on such Bank's
unutilized AR Commitment on such day.  Such Commitment Commission shall be due
and payable in arrears on the last Business Day of each February, May, August
and November and on the AR Termination Date.

               (b)  The Borrower shall pay to the Agent (x) on the Initial
Borrowing Date for its own account and/or for distribution to the Banks such
fees as heretofore agreed by the Borrower and the Agent and (y) for its own
account such other fees as agreed to between the Borrower and the Agent, when
and as due.

               (c)  All computations of Fees shall be made in accordance with
Section 12.07(b).

               1.032  VOLUNTARY REDUCTION OF COMMITMENTS.  Upon at least three
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Agent at its Notice Office (which notice the Agent shall promptly
transmit to each of the Banks), the Borrower shall have the right, without
premium or penalty, to terminate or partially reduce the unutilized Total AR
Commitment, provided that (x) any such termination shall apply to
proportionately and permanently reduce the AR Commitment of each Bank, (y) no
such reduction shall reduce

                                         -10-

any Non-Defaulting Bank's AR Commitment to an amount that is less than the
outstanding AR Loans of such Bank and (z) any partial reduction pursuant to this
Section 3.02 shall be in the amount of at least $1,000,000.

               1.033  MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC.  (a)  The Total
Commitment (and the Term Commitment and AR Commitment of each Bank) shall
terminate on the Expiration Date unless the Initial Borrowing Date has occurred
on or before such date.

               (b)  The Total Term Commitment shall terminate in its entirety on
the Initial Borrowing Date (after giving effect to the making of the Term Loans
on such date).

               (c)  The Total AR Commitment (and the AR Commitment of each Bank)
shall terminate on the earliest of (x) the AR Termination Date, (y) the
Revolving Facility Termination Date and (z) the date on which any Change of
Control occurs.

               (d)  The Total AR Commitment shall be reduced at the time that
any required mandatory repayment of Term Loans would be made prior to the AR
Termination Date pursuant to Section 4.02(A)(c), (d), (e) or (f) if Term Loans
were then outstanding in an amount, if any, by which the amount of such required
repayment (determined as if an unlimited amount of Term Loans were then
outstanding) exceeds the aggregate amount of Term Loans then outstanding.

               (e)  Each partial reduction of the Total AR Commitment pursuant
to this Section 3.03 shall apply proportionately to the AR Commitment, if any,
of each Bank.

               SECTION 4.  PAYMENTS.

               1.041  VOLUNTARY PREPAYMENTS.  The Borrower shall have the right
to prepay Loans in whole or in part, without premium or penalty, from time to
time on the following terms and conditions:  (i) the Borrower shall give the
Agent at the Payment Office written notice (or telephonic notice promptly
confirmed in writing) of its intent to prepay the Loans, whether such Loans are
Term Loans or AR Loans, the amount of such prepayment and (in the case of
Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice
shall be given by the Borrower at least one Business Day prior to the date of
such prepayment with respect to Base Rate Loans and two Business Days prior to
the date of such prepayment with respect to Eurodollar Loans, which notice shall
promptly be transmitted by the Agent to each of the Banks; (ii) each partial
prepayment of any Borrowing shall be in an aggregate principal amount of at
least $500,000 and, if greater in an integral multiple of $100,000, provided
that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing
shall reduce the aggregate principal amount of the Eurodollar Loans outstanding
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
applicable thereto; (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

                                         -11-

pursuant to Section 1.11; (iv) each prepayment in respect of any Loans made
pursuant to a Borrowing shall be applied PRO RATA among such Loans, provided,
that at the Borrower's election in connection with any prepayment of AR Loans
pursuant to this Section 4.01 prior to the AR Termination Date, such prepayment
shall not be applied to any AR Loans of a Defaulting Bank; and (v) each
prepayment of Term Loans or, to the extent made after the AR Termination Date,
AR Loans pursuant to this Section 4.01 shall reduce the remaining Scheduled
Repayments of the Term Loans or AR Loans, as the case may be, on a PRO RATA
basis (based upon the then remaining principal amount of each such Scheduled
Repayment).

               1.042  MANDATORY PREPAYMENTS.

               (A)  REQUIREMENTS:

               (a)  (i) If on any date prior to the AR Termination Date the
aggregate outstanding principal amount of AR Loans made by Non-Defaulting Banks
exceeds the Adjusted Total AR Commitment as then in effect, the Borrower shall
repay on such date the principal of  AR Loans of Non-Defaulting Banks in an
aggregate amount equal to such excess.

               (ii)  If on any date prior to the AR Termination Date the
aggregate outstanding principal amount of the AR Loans made by a Defaulting Bank
exceeds the AR Commitment of such Defaulting Bank, the Borrower shall repay
principal of the AR Loans of such Defaulting Bank in an amount equal to such
excess.

               (b)  (I) On each date set forth below, the Borrower shall be
required to repay the principal amount of Term Loans set forth opposite such
date (each such repayment, together with each repayment of AR Loans required by
clause (b)(II) below, a "Scheduled Repayment"):

Date                                                        Amount
- - ----                                                        ------

September 30, 1996                                          $2,666,000
December 31, 1996                                           $2,666,000
March 31, 1997                                              $2,668,000
June 30, 1997                                               $2,250,000
September 30, 1997                                          $2,250,000
December 31, 1997                                           $2,250,000
March 31, 1998                                              $2,250,000
June 30, 1998                                               $2,500,000
September 30, 1998                                          $2,500,000
December 31, 1998                                           $2,500,000
March 31, 1999                                              $2,500,000
June 30, 1999                                               $2,750,000
September 30, 1999                                          $2,750,000

                                         -12-

Date                                                        Amount
- - ----                                                        ------
December 31, 1999                                           $2,750,000
March 31, 2000                                              $2,750,000
June 30, 2000                                               $3,000,000
September 30, 2000                                          $3,000,000
December 31, 2000                                           $3,000,000
March 30, 2001                                              $3,000,000
June 30, 2001                                               $3,000,000
September 30, 2001                                          $3,000,000
December 31, 2001                                           $3,000,000
March 31, 2002                                              $3,000,000
June 30, 2002                                               $3,250,000
September 30, 2002                                          $3,250,000
December 31, 2002                                           $3,250,000
Final Maturity Date                                         $3,250,000

          (II)  On each date set forth below, the Borrower shall be required to
repay the AR Repayment Percentage of the principal amount of AR Loans set forth
opposite such date:

     Repayment Date                                         Amount
     --------------                                         -----

     June 30, 1999                                          $625,000
     September 30, 1999                                     $625,000
     December 31, 1999                                      $625,000
     March 31, 2000                                         $625,000
     June 30, 2000                                          $750,000
     September 30, 2000                                     $750,000
     December 31, 2000                                      $750,000
     March 31, 2001                                         $750,000
     June 30, 2001                                          $750,000
     September 30, 2001                                     $750,000
     December 31, 2001                                      $750,000
     March 31, 2002                                         $750,000
     June 30, 2002                                          $1,000,000
     September 30, 2002                                     $1,000,000
     December 31, 2002                                      $1,000,000
     Final Maturity Date                                    $1,000,000

          (c)  On the Business Day following the date of receipt thereof by
Holdings, the Borrower and/or any of its Subsidiaries of the Cash Proceeds from
any Asset Sale, an amount equal to 100% of the Net Cash Proceeds from such Asset
Sale shall be applied as a mandatory repayment of FIRST, the principal of the
then outstanding Term Loans and SECOND, if no Term Loans are outstanding and the
AR Termination Date has occurred, the principal of the then

                                         -13-

outstanding AR Loans, provided that such Net Cash Proceeds from Permitted Asset
Sales shall not be required to be used to so repay Loans to the extent the
Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be
reinvested in Reinvestment Assets (a "Reinvestment Election").  The Borrower may
exercise its Reinvestment Election (within the parameters specified in the
preceding sentence) with respect to an Asset Sale if (x) no Default or Event of
Default exists and (y) the Borrower delivers a Reinvestment Notice to the Agent
on the Business Day following the date of the consummation of the respective
Asset Sale, with such Reinvestment Election being effective with respect to the
Net Cash Proceeds of such Asset Sale equal to the Anticipated Reinvestment
Amount specified in such Reinvestment Notice.

          (d)  On the date of the receipt thereof by Holdings or the Borrower,
as the case may be, an amount equal to 75% of the proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith) of
any sale or issuance of equity by Holdings or the Borrower, respectively (other
than equity issued to management and other employees of Holdings, the Borrower
or its Subsidiaries, the exercise of any warrants outstanding on the Initial
Borrowing Date and/or any amount of cash received by Holdings or the Borrower in
connection with any capital contributions made by the Existing UOH Stockholders)
shall be applied as a mandatory repayment of FIRST, the principal of the then
outstanding Term Loans and SECOND, if no Term Loans are outstanding and the AR
Termination Date has occurred, the principal of the then outstanding AR Loans
provided that the first $5,000,000 of such proceeds in the aggregate do not have
to be so applied to repay Loans.

          (e)  On each date which is 90 days after the last day of each fiscal
year of the Borrower (commencing with the fiscal year ending on December 31,
1997), 50% of Excess Cash Flow for the fiscal year then last ended shall be
applied as a mandatory repayment of FIRST, the principal of the then outstanding
Term Loans and SECOND, if no Term Loans are outstanding and the AR Termination
Date has occurred, the principal of the then outstanding AR Loans.

          (f)  On the Reinvestment Prepayment Date with respect to a
Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if
any, for such Reinvestment Election shall be applied as a repayment of FIRST,
the principal of the then outstanding Term Loans and SECOND, if no Term Loans
are outstanding and the AR Termination Date has occurred, the principal of the
then outstanding AR Loans.

          (g)  On the date on which any Change of Control occurs, the
outstanding principal amount of all Loans shall become due and payable in full.

          (h)  On the Revolving Facility Termination Date, the outstanding
principal amount of all Loans shall become due and payable in full.

          (B)  APPLICATION:

                                         -14-

          (a)  Each mandatory repayment of Term Loans and AR Loans required to
be made pursuant to Sections 4.02(A) (other than pursuant to clause (a) or (b)
thereof) shall be applied to reduce the Scheduled Repayments of Term Loans and
AR Loans, respectively, on a PRO RATA basis (based upon the then remaining
outstanding principal amount of each such Scheduled Repayment of Term Loans and
AR Loans, respectively).

          (b)  With respect to each prepayment of Loans required by Section
4.02, the Borrower may designate the Types of Loans which are to be prepaid and
the specific Borrowing(s) under the affected Facility pursuant to which made,
provided that (i) Eurodollar Loans may so be designated for prepayment pursuant
to this Section 4.02 only on the last day of an Interest Period applicable
thereto unless all Eurodollar Loans made pursuant to such Facility with Interest
Periods ending on such date of required prepayment and all Base Rate Loans made
pursuant to such Facility have been paid in full; (ii) if any prepayment of
Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately
converted into Base Rate Loans; (iii) each prepayment of any AR Loans made by
Non-Defaulting Banks pursuant to a Borrowing shall be applied PRO RATA among
such AR Loans; and (iv) each prepayment of any AR Loans made by Defaulting Banks
pursuant to a Borrowing shall be applied PRO RATA among such AR Loans.  In the
absence of a designation by the Borrower as described in the preceding sentence,
the Agent shall, subject to the above, make such designation in its sole
discretion with a view, but no obligation, to minimize breakage costs owing
under Section 1.11.

          1.043  METHOD AND PLACE OF PAYMENT.  Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the Agent
for the ratable (based on its PRO RATA share) account of the Banks entitled
thereto, not later than 1:00 P.M. (New York time) on the date when due and shall
be made in immediately available funds and in lawful money of the United States
of America at the Payment Office, it being understood that written notice by the
Borrower to the Agent to make a payment from the funds in the Borrower's account
at the Payment Office shall constitute the making of such payment to the extent
of such funds held in such account.  Any payments under this Agreement which are
made later than 1:00 P.M. (New York time) shall be deemed to have been made on
the next succeeding Business Day.  Whenever any payment to be made hereunder
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 during such extension at the
applicable rate in effect immediately prior to such extension.

          1.044  NET PAYMENTS.  (a)  All payments made by the Borrower
hereunder, under any Note or any other Credit Document, will be made without
setoff, counterclaim or other defense.  Except as provided for 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

                                         -15-

(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income (or any franchise tax) of a Bank
pursuant to the laws of the jurisdiction 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 the
principal office or applicable lending office of such Bank is located) and all
interest, penalties or similar liabilities with respect thereto (collectively,
"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 hereunder, under any Note or under any
other Credit Document, 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 or
in such other Credit Document.  If any amounts are payable in respect of Taxes
pursuant to the preceding sentence, then the Borrower shall also reimburse each
Bank, upon the written request of such Bank, for taxes imposed on or measured by
the net income of such Bank pursuant to the laws of the jurisdiction in which
the principal office or applicable lending office of such Bank is located or of
any political subdivision or taxing authority of any such jurisdiction and for
any withholding of income or similar taxes imposed by the United States of
America as such Bank shall determine are payable by, or withheld from, such Bank
in respect of Taxes paid to or on behalf of such Bank pursuant to this or the
preceding sentence.  The Borrower will furnish to the Agent within 45 days after
the date the payment of any Taxes, or any withholding or deduction on account
thereof, is due pursuant to applicable law certified  copies of tax receipts
evidencing such payment by the Borrower.  The Borrower will indemnify and hold
harmless the Agent and each Bank, and reimburse the Agent or such Bank upon its
written request, for the amount of any Taxes so levied or imposed and paid or
withheld by such Bank.

          (b)  Each Bank 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
agrees (i) to provide to the Borrower on or prior to the Initial Borrowing Date
two original signed copies of Internal Revenue Service Form 4224 or Form 1001
certifying to such Bank's entitlement to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement, under
any Note and under any other Credit Document and (ii) that, (x) to the extent
legally entitled to do so, with respect to a Bank that is an assignee or
transferee of an interest under this Agreement pursuant to Section 12.04 hereof
(unless the respective Bank was already a Bank hereunder immediately prior to
such assignment or transfer), upon the date of such assignment or transfer to
such Bank, and (y) with respect to 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 (including, without limi-tation, any assignee or
transferee), from time to time, upon the reasonable request by the Borrower or
the Agent after the Initial Borrowing Date, such Bank will provide to each of
the Borrower and the Agent two original signed copies of Internal Revenue
Service Form 4224 or Form 1001 (or any successor forms) certifying to such
Bank's entitlement to a complete exemption from, or reduction in, United States
withholding tax with respect to payments to be made under this Agreement, under
any Note and under any other Credit Document.  Notwithstanding anything to the
contrary contained in Section 4.04(a), the Borrower shall be entitled, to the
extent it is required to do

                                         -16-

so by law, to deduct or withhold income or other 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 (without any
obligation under Section 4.04(a) to pay the respective Bank such taxes or any
additional amounts with respect thereto) 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 United States federal income tax purposes and which has not
provided to the Borrower such forms required to be provided to the Borrower by a
Bank pursuant to the first sentence of this Section 4.04(b), provided that if
the Borrower shall so deduct or withhold any such taxes, it shall provide a
statement to the Agent and such Bank, setting forth the amount of such taxes so
deducted or withheld, the applicable rate and any other information or
documentation which such Bank may reasonably request for assisting such Bank in
obtaining any allowable credits or deductions for the taxes so deducted or
withheld in the jurisdiction or jurisdictions in which such Bank is subject to
tax.  Notwithstanding anything to the contrary contained in the preceding
sentence, the Borrower agrees to indemnify each Bank in the manner set forth in
Section 4.04(a) in respect of any amounts deducted or withheld by it as
described in the previous sentence as a result of any changes after the
Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of income or similar Taxes.

          SECTION 5.  CONDITIONS PRECEDENT.  The obligation of the Banks to make
each Loan hereunder is subject, at the time of each such Credit Event (except as
otherwise hereinafter indicated), to the satisfaction of each of the following
conditions:

          1.051  EXECUTION OF AGREEMENT.  On or prior to the Initial Borrowing
Date, (i) this Agreement shall have become effective as provided in Section
12.10 and (ii) there shall have been delivered to the Agent for the account of
each Bank the appropriate Term Note and/or AR Note, in each case, executed by
the Borrower, and in the amount, maturity and as otherwise provided herein.

          1.052  NO DEFAULT; REPRESENTATIONS AND WARRANTIES.  At the time of
each 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 the other Credit Documents in effect at such time 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
Credit Event, except to the extent that such representations and warranties
expressly relate to an earlier date.

          1.053  OFFICER'S CERTIFICATE.  On the Initial Borrowing Date, the
Agent shall have received a certificate dated such date signed by the President
or any Vice President of the Borrower stating that all of the applicable
conditions set forth in Sections 5.02, 5.09, 5.10 and 5.11 exist as of such
date.

                                         -17-

          1.054  OPINIONS OF COUNSEL.  On the Initial Borrowing Date, the Agent
shall have received opinions, addressed to the Agent, and each of the Banks and
dated the Initial Borrowing Date, from (i) Winston & Strawn, counsel to the
Borrower, which opinion shall cover the matters contained in Exhibit C-1 hereto,
(ii) White & Case, special counsel to the Agent, which opinion shall cover the
matters contained in Exhibit C-2 hereto and (iii) from local counsel
satisfactory to the Agent as the Agent may request, which opinions shall cover
the perfection of the security interests granted pursuant to the Security
Documents and such other matters incident to the transactions contemplated
herein as the Agent may reasonably request and shall be in form and substance
satisfactory to the Agent.

          1.055  CORPORATE PROCEEDINGS.  (a)  On the Initial Borrowing Date, the
Agent shall have received from the Borrower a certificate, dated the Initial
Borrowing Date, signed by the President or any Vice-President of the Borrower in
the form of Exhibit D with appropriate insertions and deletions, together with
copies of the certificate of formation, the by-laws, or other organizational
documents of the Borrower and the resolutions, or such other administrative
approval, of the Borrower referred to in such certificate and all of the
foregoing (including each such certificate of formation, certificate of
incorporation and by-laws) shall be satisfactory to the Agent.

          (b)  On the Initial Borrowing Date, 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
satisfactory in form and substance to the Agent, and the Agent shall have
received all information and copies of all certificates, documents and papers,
including good standing certificates and any other records of corporate
proceedings and governmental approvals, if any, which the Agent may have
requested in connection therewith, such documents and papers, where appropriate,
to be certified by proper corporate or governmental authorities.

          1.056  PLANS; ETC.  On or prior to the Initial Borrowing Date, there
shall have been made available to the Agent, copies, certified as true and
correct by an appropriate officer of the Borrower of:

          (i) any Plans, and for each Plan (x) that is a "single-employer plan"
     (as defined in Section 4001(a)(15) of ERISA) the most recently completed
     actuarial valuation prepared therefor by such Plan's regular enrolled
     actuary and the Schedule B, "Actuarial Information" to the Internal Revenue
     Service Form 5500 (Annual Report) most recently filed with the Internal
     Revenue Service and (y) that is a "multiemployer plan" (as defined in
     Section 4001(a)(3) of ERISA), each of the documents referred to in clause
     (x) either in the possession of Holdings, the Borrower or any of its
     Subsidiaries, or any ERISA Affiliate or reasonably available thereto from
     the sponsor or trustees of such Plan;

                                         -18-

          (ii) all agreements evidencing or relating to Existing Indebtedness
     (the "Existing Indebtedness Agreements");

          (iii) all agreements entered into by Holdings, the Borrower or any of
     its Subsidiaries governing the terms and relative rights of its capital
     stock, and any agreements entered into by members or shareholders relating
     to any such entity with respect to their capital stock (collectively, the
     "Shareholders' Agreements");

          (iv) any agreement with members of, or with respect to, the management
     of Holdings, the Borrower or any of its Subsidiaries (collectively, the
     "Management Agreements"); and

          (v) any employment agreements entered into by Holdings, the Borrower
     or any of its Subsidiaries (collectively, the "Employment Agreements");

all of which Plans, Existing Indebtedness Agreements, Shareholders' Agreements,
Management Agreements and Employment Agreements shall be in form and substance
satisfactory to the Agent.

          1.057  ADVERSE CHANGE, ETC.  From December 31, 1995 (May 31, 1995 in
the case of NOA and its Subsidiaries) to the Initial Borrowing Date, nothing
shall have occurred (and neither the Banks nor the Agent shall have become aware
of any facts or conditions not previously known) which the Agent or the Required
Banks shall determine (a) has, or is reasonably likely to have, a material
adverse effect on the rights or remedies of the Banks or the Agent, or on the
ability of the Borrower to perform its obligations to them, or (b) has, or is
reasonably likely to have, a Material Adverse Effect.

          1.058  LITIGATION.  On the Initial Borrowing Date, there shall be no
actions, suits or proceedings pending or threatened (a) with respect to this
Agreement or any other Document or the transactions contemplated hereby or
thereby (including the Transaction) or (b) which the Agent or the Required Banks
shall determine has, or is reasonably likely to have (i) a Material Adverse
Effect or (ii) a material adverse effect on the rights or remedies of the Banks
hereunder or under any other Credit Document or on the ability of the Borrower
to perform its obligations to the Banks hereunder or under any other Credit
Document or upon the ability of the parties to consummate the Transaction.

          1.059  APPROVALS.  On the Initial Borrowing Date, all material
necessary governmental and third party approvals in connection with the
transactions contemplated by the Credit Documents and the other Transaction
Documents and otherwise referred to herein or therein shall have been obtained
and remain in effect, and all applicable waiting periods shall have expired
without any action being taken by any competent authority which restrains or
prevents such transactions or imposes, in the reasonable judgment of the
Required Banks or the Agent, materially adverse conditions upon the consummation
of such transactions.  In addition,

                                         -19-

the Agent shall have received evidence satisfactory to it that all permits,
leases, licenses and consents material to the operations of Naegele and its
Subsidiaries and of the Borrower and its Subsidiaries shall remain in effect
after giving effect to the Transaction and/or shall have been obtained.

          5.10  HOLDINGS RESTRUCTURING.  On or prior to the Initial Borrowing
Date, there shall have been delivered to the Banks true and correct copies of
the UOH-Kelso Agreements, and all terms of the UOH-Kelso Agreements and all
other related documents shall be reasonably satisfactory to the Agent.  The
UOH-Kelso Agreements (and the transactions contemplated thereby) shall have been
duly approved by the board of directors and the stockholders of Holdings, and
the UOH-Kelso Agreements shall have been duly executed and delivered by the
parties thereto and shall be in full force and effect.  Each of the conditions
precedent to the obligation of Kelso to purchase Holdings capital stock as set
forth in the UOH-Kelso Agreements shall have been satisfied, or waived, all to
the reasonable satisfaction of the Agent, and concurrently with the making of
the Term Loans, Kelso shall have consummated its purchase of Holdings' capital
stock for at least $30 million in cash in accordance with the Kelso-UOH
Agreements and all applicable laws, rules and regulations.

          5.11  ACQUISITION.  On or prior to the Initial Borrowing Date, there
shall have been delivered to the Banks true and complete copies of the
Acquisition Documents and all terms of the Acquisition Agreement and of the
other Acquisition Documents shall be reasonably satisfactory to the Agent.  Each
of the conditions precedent to the obligation of the Borrower to consummate the
Acquisition shall have been satisfied, or waived, all to the reasonable
satisfaction of the Agent and, concurrently with the making of the Term Loans,
the Borrower shall have consummated the Acquisition in accordance with the
Acquisition Agreement and all applicable laws, rules and regulations.

          5.12  SECURITY DOCUMENTS.  (a)  On the Initial Borrowing Date, the
Borrower shall have duly authorized, executed and delivered a Pledge Agreement
in the form of Exhibit E (as modified, amended or supplemented from time to time
in accordance with the terms thereof and hereof, the "Borrower Pledge
Agreement"), and shall have delivered to the Collateral Agent, as pledgee
thereunder, all of the certificates representing the Pledged Securities referred
to therein, accompanied by executed and undated stock powers, and the Borrower's
Pledge Agreement shall be in full force and effect.

          (b)  On the Initial Borrowing Date, the Borrower and shall have duly
authorized, executed and delivered a Security Agreement substantially in the
form of Exhibit F (as modified, supplemented or amended from time to time in
accordance with the terms thereof and hereof, the "Security Agreement") covering
all of the Borrower's present and future Security Agreement Collateral, in each
case together with:

                                         -20-

          (i) executed copies of Financing Statements (Form UCC-1) in 
     appropriate form for filing under the UCC of each jurisdiction as may be 
     necessary to perfect the security interests purported to be created by 
     the Security Agreement;

          (ii) certified copies of Requests for Information or Copies (Form
     UCC-11), or equivalent reports, each of recent date listing all effective
     financing statements that name the Borrower as debtor and that are filed in
     the jurisdictions referred to in clause (i), together with copies of such
     financing statements (none of which shall cover the Collateral except (x)
     those with respect to which appropriate termination statements executed by
     the secured lender thereunder have been delivered to the Agent and (y) to
     the extent evidencing liens permitted pursuant to Section 8.03);

          (iii) evidence of the completion of all other recordings and filings
     of, or with respect to, the Security Agreement as may be necessary or, in
     the opinion of the Collateral Agent, desirable to perfect the security
     interests intended to be created by the Security Agreement; and

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

          (c)  On the Initial Borrowing Date, each of the Existing UOH
Stockholders shall have each duly authorized, executed and delivered a Pledge
Agreement in the form of Exhibit G (as modified, amended or supplemented from
time to time in accordance with the terms thereof and hereof, the "UOH Pledge
Agreement") and shall have delivered to the Collateral Agent, as pledgee
thereunder, all of the certificates representing the Pledged Securities referred
to therein, accompanied by executed and undated stock powers, and each of the
UOH Pledge Agreement shall be in full force and effect.

          (d)  On the Initial Borrowing Date, the Agent shall have received
fully executed counterparts of deeds of trust, mortgages and similar documents
in each case in form and substance satisfactory to the Agent (each a "Mortgage"
and collectively, the "Mortgages") covering all the Mortgaged Properties, and
arrangements reasonably satisfactory to the Collateral Agent shall be in place
to provide that counterparts of such Mortgages shall be recorded on the Initial
Borrowing Date or within one Business Day thereafter in all places to the extent
necessary or desirable, in the judgment of the Collateral Agent, effectively to
create a valid and enforceable first priority Lien, subject only to Permitted
Encumbrances, on each Mortgaged Property in favor of the Collateral Agent (or
such other trustee as may be required or desired under local law) for the
benefit of the Banks.

          5.13  SOLVENCY.  On the Initial Borrowing Date, the Borrower shall
have delivered, or shall cause to be delivered to the Agent a solvency letter in
the form of Exhibit

                                         -21-

H hereto from the Chief Financial Officer of the Borrower and acceptable in form
and substance to the Agent.

          5.14  INSURANCE POLICIES.  On the Initial Borrowing Date, the
Collateral Agent shall have received evidence of insurance complying with the
requirements of Section 7.03 for the business and properties of the Borrower and
its Subsidiaries, in form and substance satisfactory to the Agent and, with
respect to all casualty insurance, naming the Collateral Agent as an additional
insured and loss payee.

          5.15  FEES.  On the Initial Borrowing Date, the Borrower shall have
paid to the Agent and the Banks all Fees and expenses agreed upon by such
parties to be paid on or prior to such date.

          5.16  ENVIRONMENTAL REPORTS.  On or prior to the Initial Borrowing
Date, the Agent shall have received environmental reports from Persons
reasonably satisfactory to the Agent covering the properties of NOA and its
Subsidiaries, which reports shall be reasonably satisfactory to the Agent.

          5.17  CONSENT LETTER.  On the Initial Borrowing Date, the Agent shall
have received a letter from CT Corporation System, presently located at 1633
Broadway, New York, New York, substantially in the form of Exhibit I, indicating
its consent to its appointment by the Borrower as its agent to receive service
of process as specified in Section 12.08.

          5.18  RF CREDIT AGREEMENT.  On the Initial Borrowing Date, the
Effective Date under and as defined in the RF Credit Agreement shall have
occurred (or would be required to occur in the absence of the condition
specified in Section 5.01(Q) of the RF Credit Agreement) and the Revolving
Facility Termination Date shall not have occurred.

          5.19  ADJUSTED EBITDA.  On or prior to the Initial Borrowing Date, the
Agent shall have received evidence satisfactory to it that Holdings and its
Subsidiaries plus NOA and its Subsidiaries shall have attained on a combined
basis an Adjusted EBITDA of at least $30 million for the last 12 months ended
prior to the Initial Borrowing Date for which financial statements are
reasonably available.

          5.20  TESTED BORROWINGS.  At the time of incurring any Tested
Borrowing, each of the covenants set forth in Sections 8.11 through 8.13 shall
have been satisfied as of, and no Event of Default under Section 9.08(B) or (C)
shall exist as of, the Measurement Date relating to such Tested Borrowing
determined on a PRO FORMA basis as set forth in Exhibit J.

          The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to the Agent and each of the Banks
that all of the applicable conditions specified above exist as of that time.
All of the certificates, legal opinions and other documents and papers referred
to in this Section 5, unless otherwise

                                         -22-

specified, shall be delivered to the Agent at its Notice Office for the account
of each of the Banks and, except for the Notes, in sufficient counterparts for
each of the Banks and shall be satisfactory in form and substance to the Agent.

          SECTION 6.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  In order to
induce the Banks to enter into this Agreement and to make the Loans, the
Borrower makes the following representations and warranties to, and agreements
with, the Banks, all of which shall survive the execution and delivery of this
Agreement and the making of the Loans (with all representations and warranties
made as of the Initial Borrowing Date to be made giving effect to the
Transaction).

          1.061  CORPORATE STATUS.  Each of Holdings, the Borrower and its
Subsidiaries (i) is a duly organized and validly existing corporation in good
standing under the laws of the jurisdiction of its organization and 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 (ii) has
duly qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified and where the failure to
be so qualified would have a Material Adverse Effect.

          1.062  CORPORATE POWER AND AUTHORITY.  The Borrower has the corporate
power and authority to execute, deliver and carry out the terms and provisions
of the Transaction Documents to which it is a party and has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Transaction Documents to which it is a party.  The Borrower has duly executed
and delivered each Transaction Document to which it is a party and each such
Transaction Document constitutes the legal, valid and binding obligation of the
Borrower enforceable in accordance with its terms.

          1.063  NO VIOLATION.  Neither the execution, delivery and performance
by the Borrower of the Transaction Documents to which it is a party nor
compliance with the terms and provisions thereof, nor the consummation of the
transactions contemplated therein (i) will contravene any applicable provision
of any law, statute, rule, regulation, 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 (other than pursuant to the
Security Documents) result in the creation or imposition of (or the obligation
to create or impose) any Lien upon any of the property or assets of the Borrower
or any of its Subsidiaries pursuant to the terms of any indenture, mortgage,
deed of trust, agreement or other instrument to which Holdings, the Borrower or
any of its Subsidiaries is a party or by which it or any of its property or
assets are bound or to which it may be subject or (iii) will violate any
provision of the Charter or By-Laws of the Borrower or any of its Subsidiaries.

          1.064  LITIGATION.  There are no actions, suits or proceedings pending
or, to the Borrower's knowledge, threatened with respect to the Borrower or any
of its Subsidiaries (i) that are likely to have a Material Adverse Effect or
(ii) that could reasonably be expected to

                                         -23-

have a material adverse effect on the rights or remedies of the Banks or on the
ability of the Borrower to perform its obligations to them hereunder and under
the other Credit Documents.

          1.065  USE OF PROCEEDS; MARGIN REGULATIONS.  (a)  The proceeds of all
Term Loans shall be utilized (i) to finance, in part, the Acquisition and (ii)
to pay certain fees and expenses relating to the Acquisition.

          (b)  The proceeds of all AR Loans may be used (i) on the Initial
Borrowing Date for the purposes described in Section 6.05(a) and/or to refinance
in part existing indebtedness of the Borrower other than Existing Indebtedness
and (ii) to finance Permitted Acquisitions.

          (c)  Neither the making of any Loan hereunder, nor the use of the
proceeds thereof, 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
and no part of the proceeds of any Loan will be used to purchase or carry any
Margin Stock in violation of Regulation U or to extend credit for the purpose of
purchasing or carrying any Margin Stock.

          1.066  GOVERNMENTAL APPROVALS.  Except for filings and recordings in
connection with the Security Documents, and those items listed on Annex III, no
order, consent, approval, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, any foreign or domestic
governmental or public body or authority, or any subdivision thereof, that has
not been obtained or made is required to authorize or is required in connection
with (i) the execution, delivery and performance of any Transaction Document or
(ii) the legality, validity, binding effect or enforceability of any Credit
Document.

          1.067  INVESTMENT COMPANY ACT.  None of Holdings, 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.

          1.068  PUBLIC UTILITY HOLDING COMPANY ACT.  None of Holdings, the
Borrower or 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.

          1.069  TRUE AND COMPLETE DISCLOSURE.  All factual information (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of
Holdings, the Borrower or any of its Subsidiaries in writing to the Agent or any
Bank for purposes of or in connection with this Agreement or any transaction
contemplated herein is, and all other such factual information (taken as a
whole) hereafter furnished by or on behalf of any such Person in writing to 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

                                         -24-

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.
The projections and PRO FORMA financial information contained in such materials
are based on good faith estimates and assumptions believed by such Persons to be
reasonable at the time made, it being recognized by the Banks that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results.  There is no fact known to the Borrower which would
have a Material Adverse Effect, which has not been disclosed herein or in such
other documents, certificates and statements furnished to the Banks for use in
connection with the transactions contemplated hereby.

          6.10  FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a)  On and as of the
Initial Borrowing Date, on a PRO FORMA basis after giving effect to the
Transaction and to all Indebtedness incurred, and to be incurred, and Liens
created, and to be created, in connection therewith, (x) the sum of the assets,
at a fair valuation, of the Borrower and its Subsidiaries, and of Holdings and
is Subsidiaries, taken as a whole will exceed their debts, (y) the Borrower and
its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not
have incurred or intended to, or believe that they will, incur debts beyond
their ability to pay such debts as such debts mature and (z) the Borrower and
its Subsidiaries, and Holdings and its Subsidiaries, taken as a whole will not
have unreasonably small capital with which to conduct their business.  For
purposes of this Section 6.10, "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,
disputed, undisputed, 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, disputed, undisputed, secured
or unsecured.

          (b)(i)  The consolidated balance sheet of Holdings and of the Borrower
at December 31, 1994 and December 31, 1995 and the related consolidated
statements of operations and cash flows of Holdings and of the Borrower for the
fiscal years ended as of said dates, which have been examined by Price
Waterhouse LLP, independent certified public accountants, who delivered an
unqualified opinion in respect therewith, (ii) the Financial Statements (as
defined in the Acquisition Agreement) and (iii) the PRO FORMA consolidated
balance sheet of the Borrower as of February 28, 1996, copies of which have
heretofore been furnished to each Bank, present fairly the financial position of
such entities at the dates of said statements and the results for the period
covered thereby (or, in the case of the PRO FORMA balance sheet, presents a good
faith estimate of the consolidated PRO FORMA financial condition of the Borrower
(after giving effect to the Transaction and the related financing thereof) at
the date thereof) in accordance with GAAP, except to the extent provided in the
notes to said financial statements.  All such financial statements (other than
the aforesaid PRO FORMA balance sheets) have been prepared in accordance with
generally accepted accounting principles and practices consistently applied
except to the extent provided in the notes to said financial statements.  Except
for the incurrence of Indebtedness to finance the  Acquisition, nothing has

                                         -25-

occurred since December 31, 1995 that has had or could reasonably be expected to
have a Material Adverse Effect.

          (c)  Except as reflected in the financial statements and the notes
thereto described in Section 6.10(b), there were as of the Initial Borrowing
Date no liabilities or obligations with respect to Holdings, the Borrower or any
of its Subsidiaries of a nature (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in aggregate,
would be material to  the Borrower and its Subsidiaries, and to Holdings and its
Subsidiaries, taken as a whole, except as incurred in the ordinary course of
business consistent with past practices subsequent to December 31, 1995 and
except for the Indebtedness incurred to finance the Acquisition.

          6.11  SECURITY INTERESTS.  On and after the Initial Borrowing Date,
each of the Security Documents create, as security for the Obligations purported
to be secured thereby, a valid and enforceable perfected security interest in
and Lien on all of the Collateral subject thereto, superior to and prior to the
rights of all third Persons and subject to no other Liens (except (x) that the
Security Agreement Collateral may be subject to the security interests evidenced
by Permitted Liens relating thereto and (y) the Mortgaged Properties may be
subject to Permitted Encumbrances relating thereto), in favor of the Collateral
Agent for the benefit of the Banks.  No filings or recordings are required in
order to perfect the security interests created under any Security Document
except for filings or recordings required in connection with any such Security
Document (other than the Pledge Agreements) which shall have been made upon or
prior to (or are the subject of arrangements, satisfactory to the Agent, for
filing on or promptly after the date of) the execution and delivery thereof.

          6.12  REPRESENTATIONS AND WARRANTIES IN TRANSACTION DOCUMENTS.  All
representations and warranties (other than of the Sellers under and as defined
in the Acquisition Agreement) set forth in the Transaction Documents were true
and correct in all material respects as of the time such representations and
warranties were made and shall be true and correct in all material respects as
of the Initial Borrowing Date as if such representations and warranties were
made on and as of such date, 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.

          6.13  CONSUMMATION OF TRANSACTION.  As of the Initial Borrowing Date,
the Transaction shall have been consummated in accordance with the terms and
conditions of the Transaction Documents and all applicable laws.  All applicable
waiting periods with respect thereto have or, prior to the time when required,
will have, expired without, in all such cases, any action being taken by any
competent authority which restrains, prevents, or imposes material adverse
conditions upon the consummation of the Transaction.  As of the Initial
Borrowing Date, there does not exist any judgment, order, or injunction
prohibiting the consummation of the Transaction, or the making of Loans or the
performance by the Borrower of its obligations under the Documents.

                                         -26-

          6.14  TAX RETURNS AND PAYMENTS.  Each of Holdings, the Borrower and
its Subsidiaries has filed all federal income tax returns and all other material
tax returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith.
Holdings, the Borrower and its Subsidiaries have paid, or have provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all federal, state and foreign income taxes applicable for all prior
fiscal years and for the current fiscal year to the date hereof.

          6.15  COMPLIANCE WITH ERISA.  Each Plan is in substantial compliance
with ERISA and the Code; no Reportable Event has occurred with respect to a
Plan; no Plan is insolvent or in reorganization; no Plan has an Unfunded Current
Liability; no Plan has an accumulated or waived funding deficiency, has
permitted decreases in its funding standard account or has applied for an
extension of any amortization period within the meaning of Section 412 of the
Code; neither the Borrower, nor any Subsidiary nor any ERISA Affiliate has
incurred any material liability to or on account of a 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 expects to incur any
liability (including any indirect, contingent or secondary liability) under any
of the foregoing Sections with respect to any Plan; no proceedings have been
instituted to terminate or appoint a trustee to administer any Plan; no
condition exists which presents a material risk to the Borrower or any
Subsidiary or any ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to the foregoing provisions of ERISA and the Code; using actuarial
assumptions and computation methods consistent with Part 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of the Borrower and its
Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer plans
(as defined in Section 4001(a)(3) of ERISA) in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Plan ended prior to the date of the most recent Credit Event, would not
exceed $150,000; no lien imposed under the Code or ERISA on the assets of the
Borrower or any Subsidiary or any ERISA Affiliate exists or is likely to arise
on account of any Plan; and Holdings, 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 (other than
as required by Section 601 of ERISA) or any employee pension benefit plan (as
defined in Section 3(2) of ERISA), except to the extent that all events
described in the preceding clauses of this Section 6.15 and then in existence
would not, in the aggregate, have or be likely to have a Material Adverse
Effect.  With respect to Plans that are multiemployer plans (within the meaning
of Section 4001(a)(3) of ERISA) the representations and warranties in this
Section 6.15 are made to the best knowledge of the Borrower.

          6.16  SUBSIDIARIES.  (a)  Annex IV hereto lists each Subsidiary of the
Borrower existing on the Initial Borrowing Date.  The Borrower owns 100% of the
outstanding capital stock of each such Subsidiary.  The Borrower will at all
times own directly 100% of the

                                         -27-

outstanding capital stock of all of said entities except to the extent otherwise
permitted pursuant to Section 8.02.

          (b)  There are no restrictions on the Borrower or any of its
Subsidiaries which prohibit or otherwise restrict the transfer of cash or other
assets from any Subsidiary of the Borrower to the Borrower, other than
prohibitions or restrictions existing under or by reason of (i) this Agreement,
the other Credit Documents, the RF Credit Agreement, the Senior Notes and the
Discount Notes, (ii) applicable law, (iii) customary non-assignment provisions
entered into in the ordinary course of business and consistent with past
practices, (iv) any restriction or encumbrance with respect to a Subsidiary of
the Borrower imposed pursuant to an agreement which has been entered into for
the sale or disposition of all or substantially all of the capital stock or
assets of such Subsidiary, so long as such sale or disposition is permitted
under this Agreement, and (v) any documents or instruments governing the terms
of any Indebtedness or other obligations secured by Liens permitted by Section
8.03, provided that such prohibitions or restrictions apply only to the assets
subject to such Liens.

          6.17  PATENTS, ETC.  The Borrower and each of its Subsidiaries have
obtained all material patents, trademarks, service marks, trade names,
copyrights, licenses and other rights, free from burdensome restrictions, that
are necessary for the operation of their businesses taken as a whole as
presently conducted and as proposed to be conducted.

          6.18  POLLUTION AND OTHER REGULATIONS.  (a)  Each of Holdings, the
Borrower and its Subsidiaries is in compliance with all Environmental Laws
governing its business for which failure to comply is reasonably likely to have
a Material Adverse Effect, and neither Holdings, 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 in the manner set forth above.  All
licenses, permits, registrations or approvals required for the business of the
Borrower and each of its Subsidiaries, as conducted as of the Initial Borrowing
Date, under any Environmental Law have been secured and the Borrower and each of
its Subsidiaries is in substantial compliance therewith, except such licenses,
permits, registrations or approvals the failure to secure or to comply therewith
is not likely to have a Material Adverse Effect.  Neither Holdings, the Borrower
nor any of its Subsidiaries is in noncompliance with, breach of or default under
any applicable writ, order, judgment, injunction, or decree to which Holdings,
the Borrower or such Subsidiary is a party or which would affect the ability of
the Borrower or such Subsidiary to operate any real property and no event has
occurred and is continuing which, with the passage of time or the giving of
notice or both, would constitute noncompliance, breach of or default thereunder,
except in each such case, such noncompliance, breaches or defaults as are not
likely to, in the aggregate, have a Material Adverse Effect.  There are as of
the Initial Borrowing Date no Environmental Claims pending or, to the best
knowledge of the Borrower, threatened, which (a) challenge the validity, term or
entitlement of the Borrower or any of its Subsidiaries for any permit, license,
order or registration required for the operation of any facility under the
Environmental Laws which the Borrower or any of its Subsidiaries operates and
(b) wherein an unfavorable decision, ruling or finding would be

                                         -28-

reasonably likely to have a Material Adverse Effect.  There are no facts,
circumstances, conditions or occurrences concerning Holdings, the Borrower or
any of its Subsidiaries, any of their operations or on any Real Property or, to
the knowledge of the Borrower, on any property adjacent to any such Real
Property that could reasonably be expected (i) to form the basis of an
Environmental Claim against the Borrower, any of its Subsidiaries or any Real
Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real
Property to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law, except in
each such case, such Environmental Claims or restrictions that individually or
in the aggregate are not reasonably likely to have a Material Adverse Effect.

          (b)  Hazardous Materials have not at any time been (i) generated,
used, treated or stored on, or transported to or from, any Real Property of the
Borrower or any of its Subsidiaries or (ii) released on any Real Property, in
each case where such occurrence or event individually or in the aggregate is
reasonably likely to have a Material Adverse Effect.

          6.19  PROPERTIES.  The Borrower and each of its Subsidiaries have good
and marketable title to all properties owned by them, including all property
reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries, and the Financial Statements, referred to in Section 6.10(b), free
and clear of all Liens, other than (i) as referred to in the consolidated
balance sheet, or the Financial Statements, or, in either case, in the notes
thereto or (ii) otherwise permitted by Section 8.03.  Annex V contains a true
and complete list of each Real Property owned or leased by the Borrower or any
of its Subsidiaries on the Effective Date (other than properties that are purely
sign locations) and the type of interest therein held by the Borrower or the
respective Subsidiary.  Holdings owns no properties or assets (other than the
Tax Sharing Agreement) other than all of the capital stock of the Borrower.

          6.20  LABOR RELATIONS.  Holdings, the Borrower and its Subsidiaries
are not engaged in any unfair labor practice that could reasonably be expected
to have a Material Adverse Effect.  There is (i) no unfair labor practice
complaint pending against Holdings, the Borrower or any of its Subsidiaries or
threatened against any of them, before the National Labor Relations Board, and
no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against any of them or threatened against any
of them, (ii) no strike, labor dispute, slowdown or stoppage pending against
Holdings, the Borrower or any of its Subsidiaries or threatened against any of
them  and (iii) no union representation question existing with respect to the
employees of Holdings, the Borrower or any of its Subsidiaries and no union
organizing activities are taking place, except with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate, such as is not reasonably likely to have a Material Adverse Effect.

          6.21  EXISTING INDEBTEDNESS.  Annex VI sets forth a true and complete
list of all Indebtedness of Holdings, the Borrower and each of its Subsidiaries
as of the Initial Borrowing Date that is in excess of $5,000 for any one issue
and is to remain outstanding after

                                         -29-

giving effect to the Transaction (all such Indebtedness, of whatever size, but
excluding Indebtedness hereunder and under the RF Credit Agreement, the
"Existing Indebtedness"), in each case showing the aggregate principal amount
thereof and the name of the respective borrower (or issuer) and any other entity
which directly or indirectly guaranteed such debt.

          SECTION 7.  AFFIRMATIVE COVENANTS.  The Borrower covenants and agrees
that on the Initial Borrowing Date and thereafter for so long as this Agreement
is in effect and until the Commitments have terminated, no Notes are outstanding
and the Loans, together with interest, Fees and all other Obligations incurred
hereunder, are paid in full:

          1.071  INFORMATION COVENANTS.  The Borrower will furnish to each Bank:

          (a)  ANNUAL FINANCIAL STATEMENTS.  Within 90 days after the close of
     each fiscal year of the Borrower, the consolidated balance sheet of the
     Borrower and its Subsidiaries and of Holdings 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 for such fiscal year, in
     each case setting forth comparative consolidated figures for the preceding
     fiscal year, and examined by independent certified public accountants of
     recognized national standing whose opinion shall not be qualified as to the
     scope of audit and as to the status of Holdings, the Borrower or any of its
     Subsidiaries as a going concern, together with a certificate of such
     accounting firm stating that in the course of its regular audit of the
     business of Holdings and of the Borrower, which audit was conducted in
     accordance with generally accepted auditing standards, such accounting firm
     has 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 has occurred and is continuing, a
     statement as to the nature thereof.

          (b)  QUARTERLY FINANCIAL STATEMENTS.  As soon as available and in any
     event within 45 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 and of Holdings and its Subsidiaries, as
     at the end of such quarterly period and the related consolidated statements
     of income and retained earnings and of cash flows for such quarterly period
     and for the elapsed portion of the fiscal year ended with the last day of
     such quarterly period, and in each case setting forth comparative
     consolidated figures for the related periods in the prior fiscal year, all
     of which shall be certified by the chief financial officer or controller of
     the Borrower or Holdings, as appropriate, subject to changes resulting from
     audit and normal year-end audit adjustments.

          (c)  MONTHLY REPORTS.  As soon as practicable, and in any event within
     30 days, after the end of each monthly accounting period of each fiscal
     year the consolidated balance sheet of the Borrower and its Subsidiaries
     and of Holdings and its Subsidiaries, as at the end of such period, and the
     related consolidated statements of income and retained earnings for such
     period, setting forth comparative figures for the

                                         -30-

     corresponding period of the previous year, all of which shall be 
     certified by the chief financial officer or controller of the  Borrower or
     Holdings, as appropriate, subject to changes resulting from audit and 
     normal year-end audit adjustments.

          (d)  BUDGETS; ETC.  Not more than 60 days after the commencement of
     each fiscal year of the Borrower, a budget of the Borrower and its
     Subsidiaries in reasonable detail for each of the twelve months of such
     fiscal year.  Together with each delivery of consolidated financial
     statements pursuant to Sections 7.01(a), (b) and (c), a comparison of the
     current year to date financial results against the budgets required to be
     submitted pursuant to this clause (d) shall be presented.

          (e)  OFFICER'S CERTIFICATES.  (i) At the time of the delivery of the
     financial statements provided for in Sections 7.01(a), (b) and (c), a
     certificate of the chief financial officer, controller or other Authorized
     Officer of the Borrower to the effect that no Default or Event of Default
     exists or, if any Default or Event of Default does exist, specifying the
     nature and extent thereof, which certificate, shall set forth the
     calculations required to establish (I) the Modified Holdings Leverage Ratio
     for the Relevant Determination Date occurring on the last day of such
     fiscal year, quarter or month, (II) whether the Borrower and its
     Subsidiaries were in compliance with the provisions of Sections 8.11, 8.12
     and 8.13 as at the end of such fiscal period or year, as the case may be
     and (III) whether there was any Event of Default under Section 9.08(B)
     and/or 9.08(C) as at the end of such fiscal period.

          (ii) At the time of any incurrence of Consolidated Debt of Holdings
     and its Subsidiaries at a time when the Margin Reduction Discount is (or
     based on the last officer's certificate delivered pursuant to clause (i)
     above will be) greater than zero, a certificate of any of the persons
     specified in clause (i) above setting forth the calculations establishing
     the Modified Holdings Leverage Ratio after giving effect to the incurrence
     of such Consolidated Debt.

          (f)  NOTICE OF DEFAULT OR LITIGATION.  Promptly, and in any event
     within three Business Days after the Borrower obtains knowledge thereof,
     notice of (x) the occurrence of any event which constitutes a Default or
     Event of Default which notice shall specify the nature thereof, the period
     of existence thereof and what action the Borrower proposes to take with
     respect thereto and (y) the commencement of or any significant development
     in any litigation or governmental proceeding pending against Holdings, the
     Borrower or any of its Subsidiaries which is likely to have a Material
     Adverse Effect or is likely to have a material adverse effect on the
     ability of the Borrower to perform its obligations hereunder or under any
     other Credit Document.

          (g)  AUDITORS' REPORTS.  Promptly upon receipt thereof, a copy of each
     other final report or "management letter" submitted to Holdings or the
     Borrower by its

                                         -31-

     independent accountants in connection with any annual, interim or special
     audit made by it of the books of Holdings and/or the Borrower.

          (h)  ENVIRONMENTAL MATTERS.  Promptly upon, and in any event within 20
     Business Days after an officer of Holdings, the Borrower or any Subsidiary
     obtains knowledge thereof, notice of one or more of the following
     environmental matters:  (i) any pending or threatened (in writing) material
     Environmental Claim against, or for which liability would attach to, 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 on or arising from any Real Property owned or operated by the
     Borrower or any of its Subsidiaries that (a) results in material
     noncompliance by Holdings, the Borrower or any of its Subsidiaries with any
     applicable material Environmental Law or (b) would reasonably be expected
     to form the basis of a material Environmental Claim against, or for which
     liability would attach to, 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 could
     reasonably be expected to cause such Real Property to be subject to any
     material 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 material removal or remedial
     action in response to the actual or alleged presence of any Hazardous
     Material on any Real Property owned or operated by the Borrower or any of
     its Subsidiaries as required by any Environmental Law or any governmental
     or other administrative agency, and all such notices shall describe in
     reasonable detail the nature of the claim, investigation, condition,
     occurrence or removal or remedial action and the Borrower's or such
     Subsidiary's response thereto.

          (i)  OTHER INFORMATION.  Promptly upon transmission thereof, (i)
     copies of any filings and registrations with, and reports to, the
     Securities and Exchange Commission or any successor thereto (the "SEC") by
     Holdings, the Borrower or any of its Subsidiaries and (ii) with reasonable
     promptness, such other information or documents (financial or otherwise) as
     the Agent on its own behalf or on behalf of the Required Banks may
     reasonably request from time to time.

          1.072  BOOKS, RECORDS AND INSPECTIONS.  The Borrower will, and will
cause its Subsidiaries to, permit, upon reasonable notice to the chief financial
officer, controller or any other Authorized Officer of the Borrower officers and
designated representatives of the Agent or the Required Banks to visit and
inspect any of the properties or assets of the Borrower and any of its
Subsidiaries in whomsoever's possession, and to examine the books of account of
Holdings, the Borrower and any of its Subsidiaries and discuss the affairs,
finances and accounts of Holdings, the Borrower and of 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 such reasonable
extent as the Agent or the Required Banks may desire.

                                         -32-

          1.073  INSURANCE.  The Borrower will, and will cause each of its
Subsidiaries to, at all times maintain in full force and effect insurance in
such amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice,
provided that in no event will any such deductible or self-insured retention in
respect of liability claims or in respect of casualty damage, exceed, in each
such case, (i) $250,000  per occurrence or (ii) $1,000,000 in the aggregate per
fiscal year.  At any time that insurance at the levels described in Annex VII is
not being maintained by the Borrower and its Subsidiaries, the Borrower will
notify the Banks in writing thereof and, if thereafter notified by the Agent to
do so, the Borrower will, and will cause its Subsidiaries to, obtain insurance
at such levels at least equal to those set forth in Annex VII to the extent then
generally available (but in any event within the deductible or self-insured
retention limitations set forth in the preceding sentence) or otherwise as are
acceptable to the Agent.  The Borrower will, and will cause each of its
Subsidiaries to, furnish on the Initial Borrowing Date and annually thereafter
to the Agent a summary of the insurance carried together with certificates of
insurance and other evidence of such insurance, if any, naming the Collateral
Agent as an additional insured and/or loss payee.

          1.074  PAYMENT OF TAXES.  The Borrower will pay and discharge, and
will cause each Subsidiary to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien or charge
upon any properties of Holdings, the Borrower or any of its Subsidiaries,
provided that neither Holdings, the Borrower nor any Subsidiary 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 has maintained adequate
reserves (in the good faith judgment of the management of the Borrower) with
respect thereto in accordance with GAAP.

          1.075  CONSOLIDATED CORPORATE FRANCHISES.  The Borrower will do, and
will cause each Subsidiary to do, or cause to be done, all things necessary to
preserve and keep in full force and effect its existence, material rights and
authority, provided that any transaction permitted by Section 8.02 will not
constitute a breach of this Section 7.05.

          1.076  COMPLIANCE WITH STATUTES, ETC.  The Borrower will, and will
cause each Subsidiary 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 other than those the non-compliance with which would not have a
Material Adverse Effect or would not have a material adverse effect on the
ability of the Borrower to perform its obligations under any Credit Document.

          1.077  ERISA.  As soon as possible and, in any event, within 10 days
after the Borrower or any of its Subsidiaries or ERISA Affiliates knows or has
reason to know of the occurrence of any of the following, the Borrower will
deliver to each of the Banks a certificate of the chief financial officer of the
Borrower setting forth details as to such occurrence and

                                         -33-

such action, if any, which 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, the Subsidiary, the ERISA
Affiliate, the PBGC, a Plan participant (other than notices relating to an
individual participant's benefits) or the Plan administrator with respect
thereto:  that a Reportable Event has occurred; that an accumulated funding
deficiency has been incurred or an application is reasonably likely 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; that a Plan which has an Unfunded Current Liability has been or may
be terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that a Plan has an Unfunded Current Liability and there is a failure to
make a required contribution, which gives rise to a lien under ERISA or the
Code; that proceedings are reasonably likely to be or have been instituted to
terminate a Plan which has an Unfunded Current Liability; 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 or any ERISA Affiliate
will or may incur any liability (including, any contingent or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or
Section 409, 502(l) or 502(l) of ERISA or that the Borrower or any Subsidiary or
Holdings may 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 any employee pension benefit plan (as defined in Section 3(2)
of ERISA).  Upon request of a Bank, the Borrower will deliver to such Bank a
complete copy of the annual report (Form 5500) of each Plan required to be filed
with the Internal Revenue Service.  In addition to any certificates or notices
delivered to the Banks pursuant to the first sentence hereof, copies of any
annual reports and any other material notices received by Holdings, the Borrower
or any Subsidiary with respect to a Plan shall be delivered to the Banks no
later than 10 days after the later of the date such notice has been filed with
the Internal Revenue Service or the PBGC, given to Plan participants (other than
notices relating to an individual participant's benefits) or received by
Holdings, the Borrower or such Subsidiary.

          1.078  GOOD REPAIR.  The Borrower will, and will cause each of its
Subsidiaries to, ensure that its properties and equipment used or useful in its
business in whomsoever's possession they may be, are kept in good repair,
working order and condition, normal wear and tear excepted, and, subject to
Section 8.05, that from time to time there are made in such properties and
equipment all needful and proper repairs, renewals, replacements, extensions,
additions, betterments and improvements thereto, to the extent and in the manner
useful or customary for companies in similar businesses.

          1.079  END OF FISCAL YEARS; FISCAL QUARTERS.  The Borrower will, for
financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries' fiscal years to end on

                                         -34-

December 31 of each year and (ii) each of its, and each of its Subsidiaries'
fiscal quarters to end on March 31, June 30, September 30 and December 31 of
each year.

          7.10  ADDITIONAL SECURITY; FURTHER ASSURANCES.  (a)  The Borrower
will, and will cause its Subsidiaries to, grant to the Collateral Agent security
interests and mortgages (each an "Additional Mortgage") in such owned Real
Property of the Borrower and its Subsidiaries acquired after the Initial
Borrowing Date as may be requested from time to time by the Agent.  Such
Mortgages shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Agent and shall constitute valid and enforceable Liens
superior to and prior to the rights of all third Persons and subject to no other
Liens except as are permitted by Section 8.03.  The Additional Mortgages or
instruments related thereto shall have been duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens in favor of the Collateral Agent required to be granted
pursuant to the Additional Mortgages and all taxes, fees and other charges
payable in connection therewith shall have been paid in full.

          (b)  The Borrower will, and will cause 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, invoices,
schedules, confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, real property surveys, reports
and other assurances or instruments and take such further steps relating to the
collateral covered by any of the Security Documents as the Collateral Agent may
reasonably require.  Furthermore, the Borrower shall cause to be delivered to
the Collateral Agent such opinions of counsel, title insurance and other related
documents as may be requested by the Agent to assure themselves that this
Section 7.10 has been complied with.

          (c)  The Borrower agrees that each action required above by this
Section 7.10 shall be completed as soon as possible, but in no event later than
60 days after such action is requested to be taken by the Agent or the Required
Banks, provided that in no event shall the Borrower be required to take any
action, other than using its reasonable commercial efforts without any material
expenditure, to obtain consents from third parties with respect to its
compliance with this Section 7.10.

          (d) Within 30 days after the Initial Borrowing Date, the Borrower
shall deliver to the Agent environmental Phase I reviews from Persons reasonably
satisfactory to the Agent covering the properties of the Borrower and its
Subsidiaries the scope and results of which shall be in form and substance
reasonably satisfactory to the Agent.

          (e) Within 30 days after the Initial Borrowing Date, the Borrower
shall deliver to the Agent mortgagee title insurance policies issued by title
insurers reasonably satisfactory to the Collateral Agent (the "Mortgage
Policies") in amounts reasonably satisfactory to the Collateral Agent and
assuring the Collateral Agent that the Mortgages in respect of the Mortgaged
Properties are valid and enforceable first priority mortgage Liens on

                                         -35-

the respective Mortgaged Properties, free and clear of all defects and
encumbrances except Permitted Encumbrances.  Such Mortgage Policies shall be in
form and substance reasonably satisfactory to the Collateral Agent and shall
include an endorsement for future advances under this Agreement, the Notes and
the Mortgages, for mechanics liens and for any other matter that the Collateral
Agent in its discretion may reasonably request.

          7.11  CORPORATE SEPARATENESS.  The Borrower will take, and will cause
each of its Subsidiaries to take, all such action as is necessary to keep the
operations of the Borrower and its Subsidiaries separate and apart from those of
Holdings, including, without limitation, ensuring that all customary formalities
regarding corporate existence, including holding regular board of directors'
meetings and maintenance of corporate records, are followed.  All financial
statements of the Borrower and its Subsidiaries provided to creditors will
clearly evidence the corporate separateness of the Borrower and its Subsidiaries
from Holdings.  Finally, neither the Borrower nor any of its Subsidiaries will
take any action, or conduct its affairs in a manner which is likely to result in
the corporate existence of Holdings on the one hand, and the Borrower and its
Subsidiaries on the other, being ignored, or in the assets and liabilities of
the Borrower or any of its Subsidiaries being substantively consolidated with
those of Holdings in a bankruptcy, reorganization or other insolvency
proceeding.  No action expressly provided for in this Agreement, the other
Credit Documents, the RF Credit Agreement, the Senior Notes and/or the Discount
Notes will breach this covenant.

          7.12  INTEREST RATE AGREEMENT.  The Borrower will, no later than the
date occurring 180 days after the Initial Borrowing Date, enter into an Interest
Rate Agreement with a term of at least three years in respect of amounts equal
to or greater than $37.5 million of the outstanding Term Loans on such date on
terms satisfactory to the Agent and the Co-Agent, plus, at the Borrower's
election, additional interest rate caps acceptable to the Agent and the
Co-Agent.

          7.13  COMPLIANCE WITH ENVIRONMENTAL LAWS.  (i) The Borrower will
comply, and the Borrower will cause each of its Subsidiaries to comply, with all
Environmental Laws applicable to the ownership, lease or use of all Real
Property now or hereafter owned, leased or operated by the Borrower or any of
its Subsidiaries, will promptly 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 and (ii) 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, leased 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 to the extent that
the failure to comply with the requirements specified in clause (i) or (ii)
above, either individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect. If required to do so under any applicable
directive or order of any governmental agency, the Borrower agrees to undertake,
and cause each of its Subsidiaries to undertake, any clean up, removal,

                                         -36-

remedial or other action necessary to remove and clean up any Hazardous
Materials from any Real Property owned, leased or operated by the Borrower or
any of its Subsidiaries in accordance with, in all material respects, the
requirements of all applicable Environmental Laws and in accordance with, in all
material respects, such orders and directives of all governmental authorities,
except to the extent that the Borrower or such Subsidiary is contesting such
order or directive in good faith and by appropriate proceedings and for which
adequate reserves have been established to the extent required by generally
accepted accounting principles.

          SECTION 8.  NEGATIVE COVENANTS.  The Borrower hereby covenants and
agrees, as of the Initial Borrowing Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Notes are
outstanding and the Loans, together with interest, Fees and all other
Obligations incurred hereunder, are paid in full, that (it being agreed that no
provision of Section 8.02, 8.03, 8.04, 8.06, 8.08, 8.09 or 8.10 shall at any
time be defaulted by, or shall be interpreted to prohibit, any action by the
Borrower or any of its Subsidiaries (other than Naegele) to the extent (x) such
action was not prohibited by the LaSalle Loan Agreement and (y) a restriction on
any such action is prohibited by Section 3.12 of the Senior Note Indenture
and/or Section 3.13 of the Discount Note Indenture, in each case as in effect on
the Initial Borrowing Date, to the extent the Senior Notes and the Discount
Notes, respectively, are then outstanding):

          1.081  CHANGES IN BUSINESS.  The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any line of business other than the
business of outdoor advertising, including transit and bus shelter, stadium,
transport terminal and other similar out-of-home advertising services and any
administrative or similar activities reasonably related thereto.

          1.082  CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.  The
Borrower will not, and will not permit any Subsidiary to, wind up, liquidate or
dissolve its affairs, or enter into any transaction of merger or consolidation,
sell or otherwise dispose of all or any part of its property or assets (other
than inventory or obsolete equipment or excess equipment no longer needed in the
conduct of the business in the ordinary course of business) or purchase, lease
or otherwise acquire all or any part of the property or assets of any Person
(other than purchases or other acquisitions of inventory, leases, materials and
equipment in the ordinary course of business) or agree to do any of the
foregoing at any future time, except that the following shall be permitted:

          (a)  any Subsidiary of the Borrower other than Naegele may be merged
     or consolidated with or into, or be liquidated into, the Borrower (so long
     as the Borrower is the surviving corporation) or any other Subsidiary (so
     long as Naegele is the surviving corporation if it is such other
     Subsidiary), or all or any part of its business, properties and assets may
     be conveyed, leased, sold or transferred to the Borrower or any other
     Subsidiary;

                                         -37-

          (b)  capital expenditures to the extent within the limitations set
     forth in Section 8.05 hereof;

          (c)  the investments, acquisitions and transfers or dispositions of
     properties permitted pursuant to Section 8.06;

          (d)  each of the Borrower and its Subsidiaries may lease (as lessee)
     real or personal property in the ordinary course of business (so long as
     such lease does not create a Capitalized Lease Obligation not otherwise
     permitted by Section 8.04(d));

          (e)  licenses or sublicenses by the Borrower and its Subsidiary of
     software, customer lists, trademarks and other intellectual property in the
     ordinary course of business, provided, that such licenses or sublicenses
     shall not interfere with the business of the Borrower or any Subsidiary;

          (f)  other sales or dispositions of assets (I) for cash in an amount
     equal to the fair market value thereof as determined by the Borrower and/or
     (II) in exchange for other assets permitted to be held under Section 8.01
     provided that, in each case, (i) the assets so sold or disposed of,
     together with all other assets, previously sold or disposed of pursuant to
     this clause (f) after or during the Calculation Period applicable to such
     sale or disposition, shall not have generated Adjusted EBITDA of the
     Borrower during such Calculation Period (taken as one accounting period)
     equal to 15% or more of the aggregate Adjusted EBITDA of the Borrower
     during such Calculation Period (taken as one accounting period), (ii) the
     assets so sold or disposed of, together with all other assets previously
     sold or disposed of pursuant to this clause (f) after the Initial Borrowing
     Date, shall not have generated Adjusted EBITDA of the Borrower during the
     period (taken as one accounting period) commencing on the Initial Borrowing
     Date and ending on the last day of the last month for which financial
     statements of the Borrower are reasonably available equal to 25% or more of
     the aggregate Adjusted EBITDA of the Borrower during such period (taken as
     one accounting period) and (iii) the Net Cash Proceeds, if any, of any such
     sale are applied to repay the Loans to the extent required by Section
     4.02(A)(c), and, provided further, that (x) the sale or disposition of the
     capital stock of any Subsidiary of the Borrower shall be prohibited unless
     it is for all of the outstanding capital stock of such Subsidiary owned by
     the Borrower and (y) Naegele may not be sold or disposed of pursuant to
     this clause (f);

          (g)  other sales or dispositions of assets in each case to the extent
     the Required Banks have consented in writing thereto and subject to such
     conditions as may be set forth in such consent;

          (h)  any Subsidiary other than Naegele may be liquidated into the
     Borrower; and

                                         -38-

          (i)  Permitted Acquisitions.

          1.083  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 of any kind (real or personal, tangible or
intangible) of the Borrower or any such Subsidiary 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 or notes with recourse to the
Borrower or any of its Subsidiaries) or assign any right to receive income, or
file 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:

          (a)  Liens for taxes not yet due or Liens for taxes being contested in
     good faith and by appropriate proceedings for which adequate reserves (in
     the good faith judgment of the management of the Borrower) have been
     established;

          (b)  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, such as carriers', warehousemen's and mechanics' Liens,
     statutory landlord's 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 such property or assets or materially impair the
     use thereof in the operation of the business of the Borrower or any
     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 asset subject to such Lien;

          (c)  Liens created by or pursuant to this Agreement or the other
     Credit Documents;

          (d)  (x) Liens on assets of the Borrower and each Subsidiary existing
     on the Initial Borrowing Date and listed on Part A of Annex VIII hereto,
     without giving effect to any subsequent extensions or renewals thereof, (y)
     Liens on assets of the Borrower and each Subsidiary existing on the Initial
     Borrowing Date and added to Part B of Annex VIII by the Borrower and the
     Agent within 30 days after the Initial Borrowing Date so long as such Liens
     are deemed immaterial by the Agent and (z) immaterial Liens on assets of
     the Borrower and each Subsidiary existing on the Initial Borrowing Date at
     the locations listed on Part B of Annex VIII;

          (e)  Liens arising from judgments, decrees or attachments in
     circumstances not constituting an Event of Default under Section 9.09
     provided, that no cash or property is deposited or delivered to secure any
     respective judgment or award (or any appeal bond in respect thereof, except
     as permitted by the following clause (f));

                                         -39-

          (f)  Liens (other than any Lien imposed by ERISA) incurred or deposits
     made in the ordinary course of business in connection with workers'
     compensation, unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations, surety and
     appeal bonds, bids, leases, government contracts, performance and
     return-of-money bonds and other similar obligations incurred in the
     ordinary course of business (exclusive of obligations in respect of the
     payment for borrowed money) provided, that the aggregate amount of deposits
     at any time pursuant to this clause (f) shall not exceed $500,000;

          (g)  Leases or subleases granted to others not interfering in any
     material respect with the business of the Borrower or any of its
     Subsidiaries;

          (h)  Easements, rights-of-way, restrictions, minor defects or
     irregularities in title and other similar charges or encumbrances not
     interfering in any material respect with the ordinary conduct of the
     business of the Borrower or any of its Subsidiaries;

          (i)  Liens arising from UCC financing statements regarding leases
     permitted by this Agreement;

          (j)  Purchase money Liens securing payables arising from the purchase
     by the Borrower of any equipment or goods in the normal course of business,
     provided that such payables shall not constitute Indebtedness;

          (k)  Any interest or title of a lessor or any lien on the interest or
     title of a lessor under any lease permitted by this Agreement;

          (l)  Liens arising pursuant to purchase money mortgages relating to,
     or security interests securing Indebtedness representing the purchase price
     of, assets acquired by the Borrower and/or Naegele after the Initial
     Borrowing Date, provided that any such Liens attach only to the assets so
     acquired and that all Indebtedness secured by Liens created pursuant to
     this clause (l) shall not exceed $1,000,000 at any time outstanding;

          (m)  Liens created pursuant to Capital Leases permitted pursuant to
     Section 8.04(d);

          (n)  Liens on assets of Subsidiaries of the Borrower other than
     Naegele in favor of the Borrower; and

          (o)  Liens on assets of the Borrower securing Indebtedness not in
     excess of $1,000,000 at any time outstanding.

          1.084  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:

                                         -40-

          (a)  Indebtedness incurred pursuant to this Agreement, the other
     Credit Documents and the RF Credit Agreement;

          (b)  Indebtedness owing by (i) any Subsidiary other than Naegele to
     the Borrower or another Subsidiary other than Naegele, (ii) Naegele to the
     Borrower to the extent not in excess of $1,000,000 at any time outstanding
     and (iii) the Borrower to any Subsidiary (provided that no such
     Indebtedness owing to Naegele may be incurred while an Event of Default
     exists);

          (c)  Indebtedness of the Borrower evidenced by the Senior Notes, in an
     aggregate principal amount not to exceed $65,000,000;

          (d)  Capitalized Lease Obligations of the Borrower and/or Naegele,
     provided that the aggregate Capitalized Lease Obligations under all Capital
     Leases entered into after Initial Borrowing Date shall not exceed
     $5,000,000;

          (e)  Existing Indebtedness, without giving effect to any subsequent
     extension, renewal or refinancing thereof;

          (f)  Indebtedness under Interest Rate Agreements to the extent entered
     into on or after the Initial Borrowing Date in compliance with Section
     7.12;

          (g)  Indebtedness incurred pursuant to purchase money mortgages
     permitted by Section 8.03(l); and

          (h)  additional Indebtedness of the Borrower not to exceed an
     aggregate outstanding principal amount of $5,000,000 at any time.

          1.085  CAPITAL EXPENDITURES.  (a) The Borrower will not, and will not
permit any of its Subsidiaries to, incur Consolidated Capital Expenditures,
provided that the Borrower and Naegele may make Consolidated Capital
Expenditures (x) during the fiscal  year of the Borrower ended December 31, 1996
(but only for the portion thereof commencing on the Initial Borrowing Date in
the case of Naegele) (taken as one accounting period) in an aggregate amount not
in excess of $6,000,000 and (y) during each successive fiscal year of the
Borrower in an aggregate amount not in excess of 105% of the maximum amount for
the prior 12-month period.

          (b)  In the event that the maximum amount which is permitted to be
expended in respect of Consolidated Capital Expenditures during any fiscal year
pursuant to Section 8.05(a) (without giving effect to this clause (b)) is not
fully expended during such fiscal year, the maximum amount which may be expended
during the immediately succeeding fiscal year pursuant to Section 8.05(a) shall
be increased by such unutilized amount provided that such increase shall not
exceed $3,000,000 in any fiscal year.

                                         -41-

          (c)  In addition to the foregoing, the Borrower and Naegele may make
Consolidated Capital Expenditures in amounts in excess of those permitted under
Sections 8.05(a) and (b) provided that the amount of such additional
Consolidated Capital Expenditures shall not exceed the sum of (x) the Available
ECF Amount and (y) the Available Equity Amount in each case as determined at the
time of, but immediately prior to, the making thereof.

          1.086  INVESTMENTS AND LOANS.  The Borrower will not make or permit to
exist any Investments or Loans in or to any other Person or acquire or establish
any Subsidiary, except for Permitted Investments or as permitted by the next
sentence.  Notwithstanding anything contained in this Section 8.06 to the
contrary, Borrower may acquire 100% of the Capital Stock of (x) Quantum
Structure & Design, Inc. and (y) any other Person if, in the case of clause (y),
the following conditions are satisfied:  (i) an Event of Default has not
occurred and is continuing under this Agreement and will not occur as a result
of, in connection with or after giving effect to such acquisition; (ii) the
Person being acquired engages exclusively in the business permitted to be
engaged in by Borrower and its Subsidiaries pursuant to Section 8.01; (iii)
title to all of the assets acquired in such acquisition is transferred by
operation of law, assignment, sale or otherwise, to Borrower within 60 days of
the consummation of such acquisition; and (iv) such acquired assets are
expressly made subject to the Liens created by the Security Documents.

          1.087  SUBSIDIARIES; ETC.  The Borrower will not (x) sell, assign or
otherwise encumber or dispose of, and will not permit any of its Subsidiaries
directly or indirectly to issue, sell, assign, pledge or otherwise encumber or
dispose of, any shares of a Subsidiary's capital stock or other securities (or
warrants, rights or options to acquire shares or other equity securities) of
such Subsidiary, except to the Borrower (to the extent otherwise permitted
hereunder) and except for dispositions permitted by Section 8.02, (y) after the
Initial Borrowing Date, create or permit to be created any new Subsidiary except
to the extent created in compliance with the second sentence of Section 8.06 and
(z) violate or breach the provisions of Section 3.11(a) of the Senior Note
Indenture as in effect on the Effective Date.

          1.088  PREPAYMENTS OF INDEBTEDNESS, ETC.  The Borrower will not, and
will not permit any of its Subsidiaries to:

          (a)  make (or give any notice in respect thereof) any voluntary or
     optional payment or prepayment or redemption or acquisition for value of
     (including, without limitation, by way of depositing with the trustee with
     respect thereto money or securities before due for the purpose of paying
     when due) or exchange of the Senior Notes or any other Existing
     Indebtedness provided that the Borrower may Purchase Senior Notes (x) in an
     amount at the time of any such Purchase equal to the Available ECF Amount
     at the time of, but immediately prior to, such Purchase provided that at
     such time (i.e., immediately prior to such Purchase) the Holding Leverage
     Ratio is less than 5.00 to 1.0, (y) in an amount at the time of any such
     Purchase equal to the

                                         -42-

     Available Equity Amount at the time of, but immediately prior to, such
     Purchase and (z) as otherwise consented to by the Required Banks;

          (b)  amend or modify, or permit the amendment or modification of, any
     provisions of (x) any Senior Note Documents or (y) the RF Credit Agreement;
     and/or

          (c)  amend, modify or change in any manner adverse to the interests of
     the Banks the Certificate of Incorporation (including, without limitation,
     by the filing of any certificate of designation) or By-Laws of the Borrower
     or Naegele or any agreement entered into by the Borrower, with respect to
     its capital stock, or the Acquisition Documents or enter into any new
     agreement in any manner adverse to the interests of the Banks with respect
     to the capital stock of the Borrower or Naegele.

          1.089  DIVIDENDS, ETC.  (a)  The Borrower will not redeem, retire,
purchase or otherwise acquire, directly or indirectly, any Capital Stock of
Borrower or other evidence of ownership interest, or declare or pay dividends
upon any Capital Stock of Borrower or make any distribution of Borrower's
property or assets, provided that this Section 8.09 will not prohibit, so long
as no Event of Default shall have occurred and is continuing or would occur as a
consequence thereof, (i) the repurchase, redemption or other acquisition or
retirement for value of any shares of Capital Stock of the Borrower from the
estate of Daniel L. Simon solely out of the proceeds of any policy of insurance
maintained to provide funds for such purpose, (ii) the payment of dividends to
Holdings in an annual amount not to exceed $120,000 to fund payments of interest
on the promissory note of Holdings held by William H. Smith (or his successors
in interest), (iii) the payment of cash Dividends to Holdings to the extent the
proceeds are promptly used to pay administrative costs arising in the ordinary
course of business, (iv) the payment of cash Dividends to Holdings to be
promptly utilized by Holdings to purchase its Common Stock (or options or
warrants to purchase such Common Stock) from officers, employees and directors
(or their estates) upon the death, permanent disability, retirement or
termination of employment of any such Person or otherwise in accordance with any
stock option plan or any employee stock ownership plan or any warrant plan and
(v) the payment of cash Dividends to Holdings to the extent that the proceeds
are used on the date of receipt to Purchase Discount Notes provided that any
such Dividend will not exceed the Modified Available Amount at the time of, but
immediately prior to, the making of such Dividend.

          (b)  The Borrower will not, and will not permit any of its
Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or
restriction which prohibits or otherwise restricts (A) the ability of any
Subsidiary to (a) pay dividends or make other distributions or pay any
Indebtedness owed to the Borrower or any Subsidiary, (b) make loans or advances
to the Borrower or any Subsidiary, (c) transfer any of its properties or assets
to the Borrower or any Subsidiary or (B) the ability of the Borrower or any
other Subsidiary of the Borrower to create, incur, assume or suffer to exist any
Lien upon its property or assets to secure the Obligations, other than
prohibitions or restrictions existing under or by reason of:

                                         -43-

(i) this Agreement, the other Credit Documents, the RF Credit Agreement, the
Senior Note Documents and the Discount Notes;(ii) applicable law;(iii) customary
non-assignment provisions entered into in the ordinary course of business and
consistent with past practices;(iv) any restriction or encumbrance with respect
to a Subsidiary of the Borrower imposed pursuant to an agreement which has been
entered into for the sale or disposition of all or substantially all of the
capital stock or assets of such Subsidiary, so long as such sale or disposition
is permitted under this Agreement; and (v) Liens permitted under Section 8.03
and any documents or instruments governing the terms of any Indebtedness or
other obligations secured by any such Liens, provided that such prohibitions or
restrictions apply only to the assets subject to such Liens.

          8.10  TRANSACTIONS WITH AFFILIATES.  The Borrower will not, and will
not permit any Subsidiary to, sell, lease, license, transfer, exchange, or
otherwise dispose of any of its properties, assets or services to, or purchase,
lease, or license the use of any property, assets or services from, or transfer
funds to, or enter into any contract, agreement, understanding, loan, advance or
guarantee with, to or for the benefit of, any Affiliate (each of the foregoing,
an "Affiliate Transaction", whether constituting one transaction or a series of
related transactions), unless (a) such Affiliate Transaction is on terms that
are no less favorable to the Borrower or the relevant Subsidiary than those that
would have been obtained in a comparable transaction by the Borrower or such
Subsidiary with an unrelated person and (b) Borrower delivers to the Agent (i)
with respect to any Affiliate Transaction involving aggregate payments in excess
of $250,000, an officers' certificate setting forth a resolution of the Board of
Directors of the Borrower approved by a majority of the members of the Board of
Directors (and a majority of the disinterested members of the Board of
Directors, if any) certifying that such Affiliate Transaction complies with
clause(a) above and (ii) with respect to any Affiliate Transaction involving
aggregate payments in excess of $3.0 million, an opinion as to the fairness,
from a financial point of view, of such Affiliate Transaction to the Borrower or
such Subsidiary issued by an independent investment banking firm of national
standing with total assets in excess of $1.0 billion.  The foregoing limitation
does not limit, and shall not apply to, (i) the payment of reasonable annual
compensation to directors or executive officers of the Borrower or any
Subsidiary thereof, (ii) transactions described in Annex IX hereto, provided
that the fees described in Annex IX shall accrue and not be paid at any time
that a Default or an Event of Default specified in Section 9.01 shall occur and
be continuing or (iii) payments by the Borrower to Holdings under the Tax
Sharing Agreement.

          8.11  FIXED CHARGE COVERAGE RATIO.  The Borrower will not permit the
ratio of (i) Adjusted EBITDA of the Borrower to (ii) Consolidated Fixed Charges
of the Borrower for any 12 month period (taken as one accounting period) ending
on a Measurement Date (or if less the period from the Initial Borrowing Date to
such Measurement Date) to be less than 1.00 to 1.

          8.12  MINIMUM ADJUSTED EBITDA.  The Borrower will not permit Adjusted
EBITDA of the Borrower for any 12 month period (taken as one accounting period)
ending on

                                         -44-

a Measurement Date occurring in a period set forth below to be less than the
amount set forth opposite such period:

               Period                                       Amount
               ------                                       ------
     Effective Date through March 30, 1997                  $30,000,000
     March 31, 1997 through March 30, 1998                  $32,000,000
     March 31, 1998 through March 30, 1999                  $33,500,000
     Thereafter                                             $35,000,000

          8.13  BORROWER LEVERAGE RATIO.  The Borrower will not permit the
Borrower Leverage Ratio as of any Measurement Date occurring in a period set
forth below to be more than the ratio set forth opposite such period:

              Period                                        Ratio
              -------                                       -----

     Effective Date through March 30, 1997                  5.25 to 1.0
     March 31, 1997 through March 30, 1998                  4.75 to 1.0
     March 31, 1998 through March 30, 1999                  4.00 to 1.0
     Thereafter                                             3.50 to 1.0

          SECTION 9.  EVENTS OF DEFAULT.  Upon the occurrence of any of the
following specified events (each an "Event of Default"):

          1.091  PAYMENTS.  The Borrower shall (i) default in the payment when
due of any principal of the Loans or (ii) default, and such default shall
continue for five or more days, in the payment when due of any interest on the
Loans or any Fees or any other amounts owing hereunder or under any other Credit
Document; or

          1.092  REPRESENTATIONS, ETC.  Any representation, warranty or
statement made by the Borrower herein or in any other Credit Document or in any
statement or certificate delivered or required to be 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

          1.093  COVENANTS.  The Borrower shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Sections 7.10, 7.11 or 8, or (b) default in the due performance or observance by
it of any term, covenant or agreement (other than those referred to in Section
9.01, 9.02 or clause (a) of this Section 9.03) contained in this Agreement and
such default shall continue unremedied for a period of at least 30 days after
notice to the defaulting party by the Agent or the Required Banks; or

          1.094  DEFAULT UNDER OTHER AGREEMENTS.  (a)  Holdings, the Borrower or
any of its Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) beyond the period of grace, if any,
applicable thereto or (ii) default in the

                                         -45-

observance or performance of any agreement or condition relating to any such
Indebtedness 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 any such Indebtedness to become due prior to its
stated maturity; or (b) any such Indebtedness of Holdings, 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 constitute an Event of
Default pursuant to this Section 9.04 unless the principal amount of such
Indebtedness exceeds $2,500,000 individually or in the aggregate at any one
time; or

          1.095  BANKRUPTCY, ETC.  Holdings, the Borrower or any of its
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 an involuntary case is
commenced against Holdings, the Borrower or any of its Subsidiaries and the
petition is not controverted within 10 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 Holdings, the Borrower or any of its Subsidiaries; or Holdings, the
Borrower or any of its 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 Holdings, the Borrower or any of its
Subsidiaries; or there is commenced against Holdings, the Borrower or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days; or Holdings, the Borrower or any of its Subsidiaries is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; Holdings, the Borrower or any of its 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 Holdings, the Borrower or any of its Subsidiaries makes a general
assignment for the benefit of creditors; or any corporate action is taken by
Holdings, the Borrower or any of its Subsidiaries for the purpose of effecting
any of the foregoing; or

          1.096  ERISA.  (a)  A single-employer plan (as defined in Section 4001
of ERISA) established by the Borrower, any of its Subsidiaries or any ERISA
Affiliate shall fail to maintain the minimum funding standard required by
Section 412 of the Code for any plan year or a waiver of such standard or
extension of any amortization period is sought or granted under Section 412 of
the Code or shall provide security to induce the issuance of such waiver or
extension, (b) any Plan is or shall have been or is likely to be terminated or
the subject of termination proceedings under ERISA or an event has occurred
entitling the PBGC to terminate a Plan under Section 4042(a) of ERISA, (c) any
Plan shall have an Unfunded Current Liability or (d) the Borrower or a
Subsidiary or any ERISA Affiliate has incurred or is likely to incur a material
liability to or on account of a termination of or a withdrawal from a Plan under
Section 515, 4062, 4063, 4064, 4201 or 4204 of ERISA; and there shall result
from any such

                                         -46-

event or events described in the preceding clauses of this Section 9.06 the
imposition of a Lien upon the assets of Holdings, the Borrower or any
Subsidiary, the granting of a security interest, or a liability or a material
risk of incurring a liability to the PBGC or a Plan or a trustee appointed under
ERISA or a penalty under Section 4971 of the Code, in each case which would
have, in the opinion of the Required Banks a Material Adverse Effect; or

          1.097  SECURITY DOCUMENTS.  Any Security Document shall cease to be in
full force and effect, or shall cease to give the Collateral Agent any Lien
encumbering assets with an aggregate fair market value in excess of $2,500,000
(and, if encumbering assets with a fair market value of less than $2,500,000,
for a period greater than thirty or more days), or any material rights, powers
and privileges purported to be created thereby in favor of the Collateral Agent
or the Borrower shall default in any material respect in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to any such Security Document; or

          1.098  HOLDINGS.  (A) Holdings shall after the Initial Borrowing Date
(i) incur any Indebtedness, (ii) grant or create any Lien on any of its assets
that secures Indebtedness, (iii) modify or amend the Discount Note Indenture or
Discount Notes or (except with the proceeds of equity contributions from
Existing UOH Stockholders) prepay any of the Discount Notes, (iv) engage in any
business or activity other than the ownership of all of the capital stock of the
Borrower and administrative activities directly related thereto, (v) sell or
dispose of any of, or otherwise cease to own all of, the capital stock of the
Borrower, (vi) change its fiscal quarters or fiscal year from those applicable
also to the Borrower, (vii) fail to maintain its own payroll and books of
account and bank accounts separate from those of the Borrower and its
Subsidiaries, (viii) fail to pay its liabilities, including all administrative
expenses, from its own separate assets, (ix) fail to separately identify and
segregated its assets from the assets of the Borrower and its Subsidiaries,
except in each case (a) as expressly required by any of the Shareholders'
Agreements, Management Agreements, Tax Sharing Agreements, subscription
agreements with members of management and the Discount Notes, all as in effect
on the Effective Date, (b) as expressly required by law, (c) Holdings issuing
Capital Stock in any initial or subsequent public offering to the extent the
proceeds thereof are used to repay the Loans as required by Section 4.02(A)(d)
hereof and (d) Holdings Purchasing Discount Notes (x) in an amount at the time
of any such Purchase equal to the Available ECF Amount at the time of, but
immediately prior to, such Purchase provided that at such time (i.e.,
immediately prior to such Purchase) the Holdings Leverage Ratio is less than
5.00 to 1.0 or (y) in an amount at the time of any such Purchase equal to the
Available Equity Amount at the time of, but immediately prior to, such Purchase
and/or (x) amend, modify or change in any way adverse to the interests of the
Banks, its Certificate of Incorporation (including, without limitation, by the
filing or modification of any certificate of designation) or By-Laws or any
agreement entered into by Holdings with respect to its capital stock; and/or

          (B)  The Holdings Leverage Ratio as of any Measurement Date occurring
in a period set forth below is more than the ratio set forth opposite such
period:

                                         -47-

          Period                                            Ratio
          ------                                            -----
     Effective Date through March 30, 1997                  6.25 to 1.0
     March 31, 1997 through March 30, 1998                  5.75 to 1.0
     Thereafter                                             5.00 to 1.0; and/or

          (C)  The ratio of (i) Adjusted EBITDA of Holdings to (ii) Consolidated
Cash Interest Expense of Holdings for any 12 month period (taken as one
accounting period) ending on a Measurement Date (or if less the period from the
Initial Borrowing Date to such Measurement Date) occurring in a period set forth
below is less than the ratio set forth opposite such period.

          Period                                            Ratio
          ------                                            -----
     Effective Date through March 30, 1997                  1.75 to 1.0
     March 31, 1997 through March 30, 1998                  2.00 to 1.0
     March 31, 1998 through March 30, 1999                  2.25 to 1.0
     March 31, 1999 through March 30, 2000                  2.25 to 1.0
     March 31, 2000 through March 30, 2001                  2.00 to 1.0
     Thereafter                                             2.25 to 1.0; or

          1.099  JUDGMENTS.  One or more judgments or decrees shall be entered
against Holdings, the Borrower and/or any of its Subsidiaries involving a
liability of $2,500,000 or more or in the aggregate (not paid or to the extent
not covered by insurance) and any such judgments or decrees shall not have been
vacated, discharged or stayed or bonded pending appeal within 60 days from the
entry thereof; or

          9.10  RF CREDIT AGREEMENT.  An Event of Default under and as defined
in the RF Credit Agreement shall have occurred and be continuing;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Agent shall, upon the written request of the
Required Banks, by written notice to the Borrower, take any or all of the
following actions, without prejudice to the rights of the Agent or any Bank to
enforce its claims against the Borrower, except as otherwise specifically
provided for in this Agreement (provided that, if an Event of Default specified
in Section 9.05 shall occur with respect to the Borrower, the result which would
occur upon the giving of written notice by the Agent 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 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
all obligations owing hereunder 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

                                         -48-

hereby waived by the Borrower; and/or (iii) enforce, as Collateral Agent (or
direct the Collateral Agent to enforce), any or all of the Liens and security
interests created pursuant to the Security Documents.

          SECTION 10.  DEFINITIONS.  As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

          "Acquisition" shall mean the acquisition by the Borrower of 100% of
the outstanding capital stock of NOA pursuant to the Acquisition Documents,
followed immediately by the merger of NOA with and into the Borrower.

          "Acquisition Agreement" shall mean the Stock Purchase Agreement, dated
February 27, 1996, among the Borrower and the Sellers listed therein as
delivered to the Banks pursuant to Section 5.11, as the same may be amended or
modified in accordance with the provisions thereof and hereof.

          "Acquisition Documents" shall mean the Acquisition Agreement and all
other documents entered into to effectuate the Acquisition.

          "Additional Mortgage" shall have the meaning provided in Section 7.10.

          "Adjusted Cash Flow" for any fiscal year shall mean Consolidated Net
Income of the Borrower for such fiscal year (after provision for taxes) plus the
amount of all net non-cash charges (including, without limitation, depreciation,
deferred tax expense, non-cash interest expense, amortization and other non-cash
charges) that were deducted in arriving at such Consolidated Net Income for such
fiscal year, minus the amount of all non-cash gains and gains from sales of
assets (other than sales of inventory and equipment in the normal course of
business) that were added in arriving at such Consolidated Net Income for such
fiscal year.

          "Adjusted EBITDA" of any Person shall mean, for any period (x) the
Consolidated EBITDA of such Person for such period plus or minus (y) the
adjustments thereto provided for in Exhibit K.

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

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person.  A Person shall be deemed to control a corporation if
such Person possesses, directly or indirectly, the power (i) to vote 10% or more
of the securities having ordinary voting power for the election of directors of
such corporation or (ii) to direct or cause the direction of the management and
policies

                                         -49-

of such corporation, whether through the ownership of voting securities, by
contract or otherwise.

          "Agent" shall have the meaning provided in the first paragraph of this
Agreement and shall include any successor to the Agent appointed pursuant to
Section 11.09.

          "Agreement" shall mean this Acquisition Credit Agreement, as the same
may be from time to time further modified, amended and/or supplemented.

          "Anticipated Reinvestment Amount" shall mean, with respect to any
Reinvestment Election, the amount specified in the Reinvestment Notice delivered
by the Borrower in connection therewith as the amount of the Net Cash Proceeds
from the related Permitted Asset Sale that the Borrower intends to use to
purchase, construct or otherwise acquire Reinvestment Assets.

          "Applicable Base Rate Margin" shall mean 1.50% less the Margin
Reduction Discount, if any.

          "Applicable Eurodollar Margin" shall mean 2.50% less the Margin
Reduction Discount, if any.

          "AR Commitment" shall mean, with respect to each Bank, the amount set
forth opposite such Bank's name in Annex I hereto directly below the column
entitled "AR Commitment," as the same may be reduced from time to time pursuant
to Section 3.02, 3.03 and/or 9 or (y) adjusted from time to time as a result of
assignments to or from such Bank pursuant to Section 12.04.

          "AR Facility" shall mean the Facility evidenced by the Total AR
Commitment.

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

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

          "AR Repayment Percentage" shall mean the percentage obtained by
dividing (x) the aggregate principal amount of AR Loans outstanding on the AR
Termination Date by (y) $12,500,000.

          "AR Termination Date" shall mean the third anniversary of the Initial
Borrowing Date or if earlier the date on which the Total AR Commitment is
terminated.

          "Asset Sale" shall mean and include (x) the sale, transfer or other
disposition by the Borrower or any Subsidiary to any Person other than the
Borrower or any Subsidiary of any asset of the Borrower or such Subsidiary
(other than sales, transfers or other dispositions

                                         -50-

in the ordinary course of business of inventory and/or obsolete or excess
equipment and other than sales in which the Net Cash Proceeds are $50,000 or
less) and/or (y) the receipt by the Borrower or any Subsidiary of any insurance,
condemnation or similar proceeds in connection with a casualty or taking of any
of its assets.

          "Authorized Officer" shall mean any senior officer of the Borrower
designated as such in writing to the Agent by the Borrower in each case to the
extent acceptable to the Agent.

          "Available ECF Amount" shall mean at any time, an amount equal to (A)
50% of Excess Cash Flow determined for the fiscal year of the Borrower
(commencing with the fiscal year ending on December 31, 1997) then last ended
less (B) the sum of (i) the aggregate Consolidated Capital Expenditures
theretofore made during the then current fiscal year pursuant to Section 8.05(c)
and (ii) the aggregate amount theretofore expended, as permitted by Section
8.08(a)(x) or 9.08(A)(ix)(d)(x), as the case may be, during the then current
fiscal year to Purchase Senior Notes or Discount Notes, as the case may be.

          "Available Equity Amount" shall mean at any time (A) an amount equal
to the aggregate proceeds at such time from the sale or issuance of equity by
Holdings or the Borrower after the Initial Borrowing Date not required to be
utilized to repay Loans under Section 4.02(A)(ii)(d) less (B) the sum of (x) the
aggregate amounts theretofore expended after the Initial Borrowing Date to
Purchase Senior Notes and/or Discount Notes pursuant to Section 8.08(a)(y) or
9.08(A)(ix)(d)(y), as the case may be, plus (y) the aggregate of any amounts
theretofore expended pursuant to Section 8.05(c) to the extent in excess of the
Available ECF Amount at such time.

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

          "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any incurrence of AR Loans
or (ii) a Bank having notified the Agent and/or the Borrower that it does not
intend to comply with the obligations under Section 1.01, in the case of either
(i) or (ii) as a result of the appointment of a receiver or conservator with
respect to such Bank at the direction or request of any regulatory agency or
authority.

          "Bankruptcy Code" shall have the meaning provided in Section 9.05.

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

          "Base Rate Loan" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

                                         -51-

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

          "Borrower Leverage Ratio" shall mean, at any Measurement Date, the
ratio of (x) Consolidated Debt of the Borrower on such date to (y) Adjusted
EBITDA of the Borrower for the 12 month period (taken as one accounting period)
ending on such date.

          "Borrower Pledge Agreement" shall have the meaning provided in Section
5.12(a).

          "Borrowing" shall mean the incurrence of one Type of Loan pursuant to
a single Facility by the Borrower from all of the Banks having Commitments with
respect to such Facility on a PRO RATA basis on a given date (or resulting from
conversions on a given 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 any related Borrowing of Eurodollar Loans.

          "BTCo" shall mean Bankers Trust Company.

          "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day excluding Saturday, Sunday and any day which shall
be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions 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) and which is also a day for trading by and
between banks in U.S. dollar deposits in the interbank Eurodollar market.

          "Calculation Period" shall mean, with respect to any sale or
disposition of assets made pursuant to Section 8.02(f), the last 12 month period
for which financial statements of the Borrower are reasonably available.

          "Capital Lease" as applied to any Person shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

          "Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

          "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock, whether or not voting, including but not limited to common stock,
preferred stock, convertible debentures, warrants,

                                         -52-

options or similar rights to acquire such capital stock, and all agreements,
instruments and documents convertible, in whole or in part, into any one or more
or all of the foregoing.

          "Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than six months from the date of acquisition, (ii) U.S. dollar denominated time
deposits, certificates of deposit and bankers' acceptances of (x) any Bank, (y)
any domestic commercial bank of recognized standing having capital and surplus
in excess of $500,000,000 or (z) any bank (or the parent company of such bank)
whose short-term commercial paper rating from Standard & Poor's Corporation
("S&P") is at least A-1 or the equivalent thereof or from Moody's Investors
Service, Inc.  ("Moody's") is at least P-1 or the equivalent thereof (any such
bank, an "Approved Bank"), in each case with maturities of not more than six
months from the date of acquisition, (iii) repurchase obligations with a term of
not more than seven 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 Bank or Approved Bank
or by the parent company of any Bank or Approved Bank and commercial paper
issued by, or guaranteed by, any industrial or financial company with a
short-term commercial paper rating of at least A-1 or the equivalent thereof by
S&P or at least P-1 or the equivalent thereof by Moody's (any such company, an
"Approved Company"), or guaranteed by any industrial company with a long term
unsecured debt rating of at least A or A2, or the equivalent of each thereof,
from S&P or Moody's, as the case may be, and in each case maturing within six
months after the date of acquisition and (v) investments in money market funds
substantially all of whose assets are comprised of securities of the type
described in clauses (i) through (iv) above.

          "Cash Proceeds" shall mean, with respect to any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) and/or insurance or condemnation proceeds received by the
Borrower and/or any Subsidiary from such Asset Sale.

          "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 ET
SEQ.

          "Change of Control" shall mean (i) Holdings shall cease to own legally
and beneficially 100% of the outstanding capital stock of the Borrower, (ii)
prior to Holdings' initial public offering of common stock, the Permitted
Holders cease to be the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of 66-2/3% in the aggregate of
the total voting and economic ownership interests of Holdings, whether as a
result of the issuance of securities of Holdings, any merger, consolidation,
liquidation or dissolution of Holdings, any direct or indirect transfer of
securities or otherwise, (iii) Kelso Investment Associates V, L.P. and Kelso
Equity Partners V, L.P. shall cease to be

                                         -53-

the beneficial owner (as defined in clause (ii) above) of at least 50% of the
economic ownership interest of Holdings they hold on the Initial Borrowing Date
(after the consummation of the Transaction), (iv) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders, is or becomes the beneficial owner (as defined in clause (ii)
above, except that a person shall be deemed to have "beneficial ownership" of
all shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 30% of the total voting and economic ownership
interests of Holdings; PROVIDED, HOWEVER, that the Permitted Holders
"beneficially own" (as defined in clause (ii) above), directly or indirectly, in
the aggregate a lesser percentage of the total voting and economic ownership
interests of Holdings than such other person and do not have the right or
ability by voting power, contract or otherwise to elect or designate for
election a majority of the Board of Directors of Holdings, or (v) during any
period of two consecutive years individuals who at the beginning of such period
constituted the Board of Directors of Holdings (together with any new directors
whose election by such Board of Directors or whose nomination for election by
the stockholders of Holdings was approved by either (i) the Permitted Holders or
(ii) a vote of a majority of the directors of Holdings then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of Holdings then in office.

          "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 Effective
Date and any subsequent provisions of the Code, amendatory thereof, supplemental
thereto or substituted therefor.

          "Collateral" shall mean all of the Collateral as defined in each of
the Security Documents.

          "Collateral Agent" shall mean the Agent acting as collateral agent for
the Banks.

          "Commitment" shall mean, with respect to each Bank, such Bank's Term
Commitment and AR Commitment.

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

          "Common Stock" shall mean the common stock of Holdings.

          "Consolidated Capital Expenditures" shall mean, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as liabilities
and including in all events all amounts expended or capitalized under Capital
Leases but excluding any amount representing capitalized interest) by the
Borrower and its Subsidiaries during that period that, in conformity

                                         -54-

with GAAP, are or are required to be included in the property, plant or
equipment reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries, provided that Consolidated Capital Expenditures shall in any event
exclude the purchase price paid in connection with any Permitted Acquisition
(whether or not allocable to property, plant and equipment).

          "Consolidated Cash Interest Expense" of any Person shall mean, for any
period, Consolidated Interest Expense of such Person, but excluding, however,
interest expense not payable in cash and amortization of discount and deferred
issuance and financing costs.

          "Consolidated Current Assets" shall mean, as to any Person at any
time, the current assets (other than cash and Cash Equivalents) of such Person
and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

          "Consolidated Current Liabilities" shall mean, as to any Person at any
time, the current liabilities of such Person and its Subsidiaries determined on
a consolidated basis in accordance with GAAP, but excluding all short-term
Indebtedness for borrowed money and the current portion of any long-term
Indebtedness of such Person or its Subsidiaries, in each case to the extent
otherwise included therein.

          "Consolidated Debt" of any Person shall mean, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness of
such Person and its Subsidiaries on a consolidated basis as determined in
accordance with GAAP.

          "Consolidated EBIT" of any Person shall mean, for any period, (A) the
sum of the amounts for such period for such Person of (i) Consolidated Net
Income, (ii) provisions for taxes based on income, (iii) Consolidated Interest
Expense and (iv) losses on sales of assets (excluding sales in the ordinary
course of business) and other extraordinary losses LESS (B) the amount for such
period of gains on sales of assets (excluding sales in the ordinary course of
business) and other extraordinary gains, all as determined on a consolidated
basis for such Person and its Subsidiaries in accordance with GAAP.

          "Consolidated EBITDA" of any Person shall mean, for any period, the
sum of the amounts for such period for such Person of (i) Consolidated EBIT,
(ii) depreciation expense and (iii) amortization expense, all as determined on a
consolidated basis for such Person and its Subsidiaries in accordance with GAAP.

          "Consolidated Fixed Charges" of any Person shall mean, for any period,
the sum, without duplication, for such Person of the amounts for such period of
(i) Consolidated Cash Interest Expense, (ii) Dividends paid to Holdings, (iii)
Consolidated Capital Expenditures (x) made other than pursuant to Section
8.05(c) and (y) paid in cash, (iv) taxes paid or payable in cash and (v)
scheduled payments on the Loans and Existing Indebtedness, all as determined on
a consolidated basis for such Person and its Subsidiaries in accordance with
GAAP.

                                         -55-

          "Consolidated Interest Expense" of any Person shall mean, for any
period, total interest expense (including that attributable to Capital Leases in
accordance with GAAP) of such Person and its Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of such Person and its
Subsidiaries, including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Interest Rate Agreements.

          "Consolidated Net Income" of any Person (a "Designated Person") shall
mean for any period, the net income (or loss) of such Designated Person and its
Subsidiaries on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP, provided that there shall
be (A) deducted, in the case of the Borrower, any Dividends paid to Holdings and
(B) excluded (i) the income (or loss) of any Person (other than Subsidiaries of
the Designated Person) in which any other Person (other than the Designated
Person or any of its Subsidiaries) has a joint interest, except to the extent of
the amount of dividends or other distributions actually paid to the Designated
Person or any of its Subsidiaries by such Person during such period, (ii) the
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
of the Designated Person or is merged into or consolidated with the Designated
Person or any of its Subsidiaries or that Person's assets are acquired by the
Designated Person or any of its Subsidiaries, (iii) the income of any Subsidiary
of the Designated Person to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that income is not at
the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary, (iv) Transaction Expenses and (v) compensation
expense resulting from the issuance of capital stock, stock options or stock
appreciation rights issued to employees, including officers, of the Designated
Person or any Subsidiary, or the exercise of such options or rights, in each
case to the extent the obligation (if any) associated therewith is not expected
to be settled by the payment of cash by the Designated Person or any Affiliate
of the Designated Person and compensation expense resulting from the repurchase
of any such capital stock, options and rights.

          "Contingent Obligations" shall mean as to any Person any obligation of
such Person guaranteeing or intending 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,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (c) 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 (d) otherwise to assure or hold harmless the owner of
such primary obligation against loss in respect thereof, provided however, that
the term Contingent Obligation shall not include endorsements of instruments for
deposit or collection

                                         -56-

in the ordinary course of business.  The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
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.

          "Credit Documents" shall mean this Agreement, the Notes, the Security
Documents and any documents executed in connection therewith.

          "Credit Event" shall mean the making of a Loan.

          "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.

          "Discount Note Indenture" shall mean the Indenture entered into by and
between Holdings and United States Trust Company of New York, as trustee
thereunder, with respect to the Discount Notes as in effect on the Effective
Date and as the same may be modified, amended or supplemented from time to time
in accordance with the terms hereof and thereof.

          "Discount Notes" shall mean the 14% Series A and Series B Senior
Secured Discount Notes due 2004 issued by Holdings under the Discount Note
Indenture and as the same may be supplemented, amended or modified from time to
time in accordance with the terms hereof and thereof.

          "Dividends" shall have the meaning provided in Section 8.09.

          "Effective Date" shall have the meaning provided in Section 12.10.

          "Employment Agreements" shall have the meaning provided in Section
5.06(v).

          "Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demand letters, claims, liens, notices of noncompliance
or violation, investigations (other than internal reports prepared by the
Borrower or any of its Subsidiaries solely in the ordinary course of such
Person's business and not in response to any third party action or request of
any kind) or proceedings relating to any Environmental Law or any permit issued,
or any written approval given, under any such Environmental Law (hereafter,
"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

                                         -57-

seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from alleged injury
or threat of injury to health, safety or the environment.

          "Environmental Law" means any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, guide, policy and rule of
common law now or hereafter in effect and in each case as amended, and any
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
health, safety or Hazardous Materials, including, without limitation, CERCLA;
RCRA; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section
1251 ET SEQ.; the Toxic Substances Control Act, 15 U.S.C. Section 7401 ET SEQ.;
the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.; the Safe Drinking Water Act,
42 U.S.C. Section 3808 ET SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section
2701 ET SEQ. and any applicable state and local or foreign counterparts or
equivalents.

          "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 Initial Borrowing Date 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 Holdings, the Borrower or a Subsidiary would be
deemed to be a "single employer" within the meaning of Sections 414(b), (c), (m)
and (o) of the Code.

          "Eurodollar Loans" shall mean each Loan bearing interest at the rates
provided in Section 1.08(b).

          "Eurodollar Rate" shall mean with respect to each Interest Period for
a Eurodollar Loan, (i) the offered quotation to first-class banks in the
interbank Eurodollar market by the Agent for dollar deposits of amounts in same
day funds comparable to the outstanding principal amount of the Eurodollar Loan
of the Agent for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loan,
determined 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
upward to the next whole multiple of 1/16 of 1%) by (ii) 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) applicable to any member bank of the Federal Reserve System in respect
of Eurocurrency 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 9.

                                         -58-

          "Excess Cash Flow" shall mean, for any fiscal year, the remainder of
(i) the sum of (x) Adjusted Cash Flow for such fiscal year and (y) the decrease,
if any, in Working Capital from the first day to the last day of such fiscal
year, plus (ii) to the extent not included in (i) above, any amounts received by
the Borrower and its Subsidiaries in settlement of, or in payment of any
judgments resulting from, actions, suits or proceedings with respect to the
Borrower and/or its Subsidiaries from the first day to the last day of such
fiscal year, plus (iii) to the extent not included in (i) above, any amounts
received by the Borrower and/or its Subsidiaries in connection with the
repayment or redemption of any long-term promissory notes and/or preferred stock
of other Persons held by them, minus (iv) the sum of (x) the amount of
Consolidated Capital Expenditures (except to the extent (x) financed through the
incurrence of Indebtedness other than Revolving Loans or (y)  made pursuant to
Section 8.05(c)) made during such fiscal year and (y) the increase, if any, in
Working Capital from the first day to the last day of such fiscal year and (z)
any repayments or prepayments of the principal amount of (I) Existing
Indebtedness (other than Purchases of Senior Notes made as provided by Section
8.08(a)) or (II) Term Loans and, if after the AR Termination Date, AR Loans,
except prepayments of the principal amount of Loans made pursuant to Sections
4.02(A)(c), (d) or (e).

          "Existing Indebtedness" shall have the meaning provided in Section
6.21.

          "Existing Indebtedness Agreements" shall have the meaning provided in
Section 5.06(ii).

          "Existing UOH Stockholders" shall mean the stockholders of Holdings on
the Initial Borrowing Date after giving effect to the purchase by Kelso of
Holdings' capital stock as contemplated by Section 5.10.

          "Expiration Date" shall mean July 15, 1996.

          "Facility" shall mean any of the credit facilities established under
this Agreement, I.E., the Term Facility or the AR Facility.

          "Federal Funds Effective 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 Agent from three Federal Funds brokers of
recognized standing selected by the Agent.

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

                                         -59-

          "Final Maturity Date" shall mean March 31, 2003.

          "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect on the date of this Agreement; it being
understood and agreed that determinations in accordance with GAAP for purposes
of Section 8, including defined terms as used therein, are subject (to the
extent provided therein) to Section 12.07(a).

          "Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that
contained, electric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous waste," "restricted hazardous waste," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar import, under any Environmental Law.

          "Holdings" shall mean Universal Outdoor Holdings, Inc., a Delaware
corporation.

          "Holdings Leverage Ratio" shall mean, at any Measurement Date, the
ratio of (x) Consolidated Debt of Holdings on such date to (y) Adjusted EBITDA
of Holdings for the 12 month period (taken as one accounting period) ending on
such date.

          "Indebtedness" of any Person shall mean without duplication (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person, (iii) the face amount of all
letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person, whether
or not such indebtedness has been assumed, (v) all Capitalized Lease Obligations
of such Person, (vi) 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, (vii) all net obligations of such Person
under Interest Rate Agreements and (viii) all Contingent Obligations of such
Person, (other than Contingent Obligations arising from the guaranty by such
Person of the obligations of the Borrower and/or its Subsidiaries to the extent
such guaranteed obligations do not constitute Indebtedness and are otherwise
permitted hereunder) provided that Indebtedness shall not include trade payables
and accrued expenses, in each case arising in the ordinary course of business.

          "Initial Borrowing Date" shall mean the date upon which the initial
incurrence of Loans occurs.

                                         -60-

          "Interest Period" with respect to any Loan shall mean the interest
period applicable thereto, as determined pursuant to Section 1.09.

          "Interest Rate Agreement" shall mean any interest rate swap agreement,
any interest rate cap agreement, any interest rate collar agreement or other
similar agreement or arrangement designed to protect the Borrower or any
Subsidiary against fluctuations in interest rates.

          "Investment" shall mean, with respect to any Person, all investments
by such Person in other Persons (including Affiliates and Subsidiaries) in the
forms of loans, guarantees, advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Capital Stock or other securities and all other items that are
or would be classified as investments on a balance sheet prepared in accordance
with GAAP.

          "Kelso" shall mean Kelso & Company, L.P., a Delaware limited
partnership doing business as Kelso & Company.

          "Kelso Designees" shall mean William A. Marquard, John F.
McGillicuddy, David M. Roderick, John Rutledge IRA, Michael Rapoport, Patricia
Hetter Kelso and George L. Shinn.

          "LaSalle" shall mean LaSalle National Bank.

          "LaSalle Loan Agreement" shall mean the Amended and Restated Loan and
Security Agreement made as of March 22, 1995 by and between the Borrower and
LaSalle, as in effect on the Initial Borrowing Date immediately prior to
termination thereof.

          "Leasehold" of any Person means all of 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.

          "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement or any
lease in the nature thereof).

          "Loan" shall have the meaning provided in Section 1.01.

          "Management Agreements" shall have the meaning provided in Section
5.06 (iv).

                                         -61-

          "Management Investors" means the "Management Investors" party to the
Stock Purchase Agreement.

          "Margin Reduction Discount" shall mean zero, provided that the Margin
Reduction Discount shall be increased to 1/2 of 1%, 1% or 1 1/2%, as the case
may be, as specified in clauses (i), (ii) or (iii) below, at any time after the
Initial Borrowing Date, when, and for so long as, the ratio set forth in such
clause has been satisfied as at the Relevant Determination Date:

          (i)  the Margin Reduction Discount shall be 1/2 of 1% in the event
               that as at the Relevant Determination Date the Modified Holdings
               Leverage Ratio is equal to or greater than 4.0 to 1 but less than
               5.0 to 1;

          (ii) the Margin Reduction Discount shall be 1% in the event that as at
               the Relevant Determination Date the Modified Holdings Leverage
               Ratio is equal to or greater than 3.0 to 1 but less than 4.0 to
               1; or

          (iii)the Margin Reduction Discount shall be 1 1/2% in the event that
               as the Relevant Determination Date the Modified Holdings Leverage
               Ratio is less than 3.0 to 1.

The Modified Holdings Leverage Ratio shall be determined (x) for the last day of
a fiscal month, quarter or year, by delivery of an officer's certificate of the
Borrower to the Banks pursuant to Section 7.01(e)(i) and (y) for the date of the
incurrence of Consolidated Debt after delivery of the officer's certificate
referred to in clause (x), by delivery of an officer's certificate of the
Borrower to the Banks pursuant to Section 7.01(e)(ii), each of which
certificates shall set forth the calculation of the Modified Holdings Leverage
Ratio.  The Margin Reduction Discount so determined shall apply, except as set
forth below, from five Business Days after the date on which such officer's
certificate is delivered to the Agent to the earlier of (x) the date on which
the next certificate is delivered to the Agent pursuant to Section 7.01(e)(i) or
(ii) and (y) the 30th day following the end of the fiscal month in which such
first certificate was delivered to the Agent pursuant to Section 7.01(e)(i).
Notwithstanding anything to the contrary contained above, the Margin Reduction
Discount shall be zero (x) if no officer's certificate has been delivered to the
Banks pursuant to Section 7.01(e) (i) which sets forth the Modified Holdings
Leverage Ratio for the Relevant Determination Date or the financial statements
upon which any such calculations are based have not been delivered, until such a
certificate and/or financial statements are delivered and (y) at all times when
there shall exist a violation of Section 9.01 or an Event of Default.  It is
understood and agreed that the Margin Reduction Discount as provided above shall
in no event be cumulative and only the Margin Reduction Discount available
pursuant to either clause (i), (ii) or (iii), if any, contained in this
definition shall be applicable.

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

                                         -62-

          "Material Adverse Effect" shall mean a material adverse effect on the
business, property, assets, liabilities, operations, condition (financial or
otherwise) or prospects of (x) Holdings and its Subsidiaries taken as a whole,
(y) the Borrower and its Subsidiaries taken as a whole and/or (z) with respect
to any reference to such term in Section 5, NOA and its Subsidiaries taken as a
whole.

          "Measurement Date" shall mean (x) the last day of each fiscal quarter
of the Borrower and (y) the last day of the last month ended prior to the date
of a Tested Borrowing.

          "Minimum Borrowing Amount" shall mean (i) for Loans maintained as Base
Rate Loans, $500,000 and (ii) for Loans maintained as Eurodollar Loans,
$1,000,000.

          "Modified Available Amount" shall mean, with respect to any Dividend
to be paid under Section 8.09(a)(v) (and as determined prior to Holdings making
any Purchase of Discount Notes with the proceeds of such Dividend), (x) if the
Holdings Leverage Ratio is less than 5.00 to 1.0 at the time, the Available ECF
Amount at such time plus (y) the Available Equity Amount at such time less the
portion thereof attributable to proceeds of equity issued by Holdings.

          "Modified Holdings Leverage Ratio" shall mean, with respect to any
Relevant Measurement Date, the Holdings Leverage Ratio determined as of such
date, modified by the inclusion in the computation thereof of any incremental
Consolidated Debt of Holdings incurred after such Relevant Measurement Date and
prior to the delivery of an officer's certificate pursuant to Section 7.01(e)(i)
in respect of the next Relevant Measurement Date.

          "Mortgage" shall have the meaning provided in Section 5.12(d)(i).

          "Mortgage Policies" shall have the meaning provided in Section
7.10(e).

          "Mortgaged Properties" shall mean and include the Real Properties
owned by the Borrower and listed on Annex V.

          "Naegele" shall mean Naegele Outdoor Advertising Company, a Delaware
corporation.

          "Net Cash Proceeds" shall mean, with respect to any Asset Sale, the
Cash Proceeds resulting therefrom net of expenses of sale or recovery (including
payment of principal, premium and interest of Indebtedness secured by the assets
which are the subject of the Asset Sale and required to be, and which is, repaid
under the terms thereof as a result of such Asset Sale), and incremental taxes
paid or payable as a result thereof.

          "NOA" shall mean NOA Holding Company, a Delaware corporation.

                                         -63-

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

          "Note" shall mean and include each Term Note and each AR 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 Agent at 130 Liberty
Street, New York, New York or such other office as the Agent may designate to
the Borrower from time to time.

          "Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Agent, the Collateral Agent or any Bank pursuant to the terms of this
Agreement or any other Credit Document.

          "Payment Office" shall mean the office of the Agent at 130 Liberty
Street, New York, New York or such other office as the Agent may designate to
the Borrower from time to time.

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

          "Permitted Acquisition" shall mean any acquisition (including through
a stock acquisition) of property or assets of a nature or type, or which will be
used in a business, permitted to be held or engaged in by Section 8.01 (x) to
the extent that the aggregate amount expended for all such acquisitions after
the Initial Borrowing Date does not exceed $5,000,000 or (y) consented to in
writing by the Super-Majority Banks.

          "Permitted Asset Sale" shall mean an Asset Sale (x) permitted by the
expressed language of Section 8.02 (and not by the parenthetical in the lead in
paragraph of Section 8) and (y) resulting from a casualty or taking of assets of
the Borrower or any Subsidiary.

          "Permitted Encumbrances" shall mean, with respect to the Mortgaged
Property, such exceptions to title as are set forth in the title insurance
policy or title commitment delivered with respect thereto, all of which
exceptions must be reasonably acceptable to the Agent.

          "Permitted Holders" means Kelso and its Affiliates, the Kelso
Designees, the Management Investors, any employee stock ownership plan
established by the Borrower for the benefit of the employees of the Borrower or
any Subsidiary and their Permitted Transferees.

                                         -64-

          "Permitted Investments" shall mean (a) cash and Cash Equivalents, (b)
Investments in Naegele, (c) Investments in all other Subsidiaries up to
$1,000,000 in the aggregate, including Investments in a Person that becomes a
Subsidiary of the Borrower immediately after such Investment, provided (i) an
Event of Default has not occurred and is continuing and will not occur as a
result of, in connection with or after giving effect to such Investment and (ii)
such Person, at the time of such Investment or at the time such Person becomes a
Subsidiary, engages exclusively in the business permitted to be engaged in by
Borrower and its Subsidiaries pursuant to Section 8.01, (c) loans and advances
of money in the ordinary course of business and consistent with past practice to
officers and employees of Borrower or any of its Subsidiaries, (d) investments
in receivables owing to the Borrower and/or any Subsidiary, if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms, and (e) investments (including debt
obligations) received in connection with the bankruptcy or reorganization of
suppliers and customers and in settlement of delinquent obligations of, and
other disputes with, customers and suppliers arising in the ordinary course of
business.

          "Permitted Liens" shall mean Liens described in clauses (a), (b) and
(d) of Section 8.03.

          "Permitted Transferees" means (i) in the case of Kelso, (A) any
Affiliate thereof (other than any corporation or other Person (except for any
corporation or other Person engaged in a business similar, complementary or
related to the nature or type of the business of Holdings and its Subsidiaries)
controlled by, or any investment fund (other than Kelso Investment Associates V,
L.P. or any investment fund that is solely comprised of current and former
professionals of Kelso) managed by, Kelso), (B) any managing director, general
partner, limited partner, director, officer or employee of Kelso or any
Affiliate thereof (collectively, "Kelso Associates"), (C) the heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries of any Kelso
Associate or Kelso Designee and (D) any trust, the beneficiaries of which, or a
corporation or partnership, the stockholders or partners of which, include only
a Kelso Associate or Kelso Designee, his spouse, parents, siblings, or direct
lineal descendants, and (ii) in the case of any Management Investors, (A) his
executor, administrator, testamentary trustee, legatee or beneficiaries, (B) his
spouse, parents, siblings, members of his or her immediate family (including
adopted children) and/or direct lineal descendants or (C) a trust, the
beneficiaries of which, or a corporation or partnership, the stockholders or
partners of which, include only the Management Investor, as the case may be, and
his spouse, parents, siblings, members of his or her immediate family (including
adopted children) and/or direct lineal descendants.

          "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.

                                         -65-

          "Plan" shall mean any multi-employer or single-employer plan as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribute of) Holdings, the Borrower, a
Subsidiary or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which Holdings, the Borrower, a
Subsidiary, or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

          "Pledge Agreements" shall mean the Borrower Pledge Agreement and the
UOH Pledge Agreement.

          "Pledged Securities" shall mean all the Pledged Securities as defined
in the relevant Pledge Agreement.

          "Prime Lending Rate" shall mean the rate which Bankers Trust Company
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.  Bankers Trust Company may make commercial
loans or other loans at rates of interest at, above or below the Prime Lending
Rate.

          "Purchase" shall mean repay, redeem, purchase, repurchase or otherwise
acquire for value.

          "RCRA" shall mean the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 ET SEQ.

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

          "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 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 establishing margin requirements.

          "Reinvestment Assets" shall mean any assets to be employed in the
business of the Borrower and its Subsidiaries as permitted by Section 8.01.

          "Reinvestment Election" shall have the meaning provided in Section
4.02(A)(c).

                                         -66-

          "Reinvestment Notice" shall mean a written notice signed by an
Authorized Officer of the Borrower stating that the Borrower, in good faith,
intends and expects to use all or a specified portion of the Net Cash Proceeds
of a Permitted Asset Sale to purchase, construct or otherwise acquire
Reinvestment Assets.

          "Reinvestment Prepayment Amount" shall mean, with respect to any
Reinvestment Election, the amount, if any, on the Reinvestment Prepayment Date
relating thereto by which (a) the Anticipated Reinvestment Amount in respect of
such Reinvestment Election exceeds (b) the aggregate amount thereof expended by
the Borrower and its Subsidiaries to acquire Reinvestment Assets.

          "Reinvestment Prepayment Date" shall mean, with respect to any
Reinvestment Election, the earliest of (i) the date, if any, upon which the
Agent, on behalf of the Required Banks, shall have delivered a written
termination notice to the Borrower, provided that such notice may only be given
while an Event of Default exists, (ii) the date occurring 270 days after such
Reinvestment Election and (iii) the date on which the Borrower shall have
determined not to, or shall have otherwise ceased to, proceed with the purchase,
construction or other acquisition of Reinvestment Assets with the related
Anticipated Reinvestment Amount.

          "Relevant Determination Date" shall mean, at any time, (x) the last
day of the then most recently ended fiscal month, quarter or year of Holdings
with respect to which an officer's certificate has been, or is required to be,
delivered to the Banks pursuant to Section 7.01(e)(i) or (y) if the Margin
Reduction Discount is then greater than zero, the last date subsequent to the
date specified in clause (x) on which any Consolidated Debt of Holdings and its
Subsidiaries has been incurred.

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan as to which the 30-day notice requirement has not
been waived by the PBGC.

          "Required Banks" shall mean Non-Defaulting Banks whose outstanding
Term Loans and AR Commitments (or, if after the AR Termination Date, outstanding
AR Loans) constitute greater than 50% of the sum of (i) the total outstanding
Term Loans of Non-Defaulting Banks and (ii) the Adjusted Total AR Commitment
(or, if after the AR Termination Date, the total outstanding AR Loans of
Non-Defaulting Banks).

          "Revolving Facility Termination Date" shall mean the date on which the
Total Revolving Commitment under and as defined in the RF Credit Agreement has
been terminated, whether by action of the Borrower, the Agent, in accordance
with the expressed terms of the RF Credit Agreement or otherwise.

          "Revolving Loans" shall mean the Revolving Loans under and as defined
in the RF Credit Agreement.

                                         -67-

          "RF Bank" shall mean at any time a financial institution that is then
a Bank under and as defined in the RF Credit Agreement.

          "RF Credit Agreement" shall mean the Revolving Credit Agreement dated
as of the date hereof among the Borrower, the Banks, LaSalle as Co-Agent BTCo as
Agent providing for the revolving credit specified therein, as in effect on the
Initial Borrowing Date hereunder and as the same may be modified, amended or
supplemented in accordance with the terms thereof to the extent such amendment
is permitted hereunder.

          "Scheduled Repayment" shall have the meaning provided in Section
4.02(A)(b).

          "SEC" shall have the meaning provided in Section 7.01(h).

          "SEC Regulation D" shall mean Regulation D as promulgated under the
Securities Act of 1933, as amended, as the same may be in effect from time to
time.

          "Security Agreement" shall have the meaning provided in Section
5.12(b).

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

          "Security Documents" shall mean each Pledge Agreement, the Security
Agreement, each Mortgage and each Additional Mortgage, if any.

          "Senior Note Documents" shall mean and include each of the documents,
instruments (including the Senior Notes) and other agreements entered into by
the Borrower (including, without limitation, the Senior Note Indenture) relating
to the issuance by the Borrower of the Senior Notes, as in effect on the
Effective Date and as the same may be supplemented, amended or modified from
time to time in accordance with the terms hereof and thereof.

          "Senior Note Indenture" shall mean the Indenture entered into by and
between the Borrower and United States Trust Company of New York, as trustee
thereunder, with respect to the Senior Notes as in effect on the Effective Date
and as the same may be modified, amended or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Senior Notes" shall mean the 11% Senior Notes due 2003 issued by the
Borrower under the Senior Note Indenture, as in effect on the Effective Date and
as the same may be supplemented, amended or modified from time to time in
accordance with the terms thereof and hereof.

          "Shareholders' Agreements" shall have the meaning provided in Section
5.06(iii).

                                         -68-

          "Stock Purchase Agreement" shall mean the Stock Purchase Agreement,
dated as of April 5, 1996, between Holdings, Kelso Investment Associates V, L.P.
and Kelso Equity Partners V, L.P., as in effect on the Initial Borrowing Date as
the same may be amended, modified or supplemented from time to time pursuant to
the terms hereof and thereof.

          "Subsidiary" of any Person shall mean and include (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
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time.  Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Borrower.

          "Super-Majority Banks" shall mean the Non-Defaulting Banks which would
constitute the Required Banks if the reference to "50%" in the definition of
Required Banks were to read "66 2/3%."

          "Syndication Date" shall mean the earlier of (x) the date which is 90
days after the Effective Date and (y) the date upon which the Agent determines
in its sole discretion (and notifies the Borrower) that the primary syndication
(and the resulting addition of institutions as Banks pursuant to Section 12.04)
has been completed.

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

          "Tax Sharing Agreement" shall mean the Tax Sharing Agreement dated as
of November 18, 1993 between the Borrower and Holdings in the form delivered to
the Banks prior to the Initial Borrowing Date and as the same may be modified
with the consent of the Required Banks.

          "Term Commitment" shall mean, with respect to each Bank, the amount,
if any, set forth opposite such Bank's name on Annex I hereto directly below the
column entitled "Term Commitment" as the same may be reduced or terminated
pursuant to Section 3.03.

          "Term Facility" shall mean the Facility evidenced by the Total Term
Commitment.

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

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

                                         -69-

          "Tested Borrowing" shall mean any incurrence of AR Loans after the
Initial Borrowing Date in which the aggregate amount of AR Loans incurred, when
added to the aggregate amount of AR Loans and Revolving Loans incurred during
the immediately preceding 30 day period (to the extent (x) incurred after the
Initial Borrowing Date, (y) still outstanding and (z) not included in
establishing an earlier Tested Borrowing), equal or exceed $1,000,000.

          "Total AR Commitment" shall mean the sum of the AR Commitments of each
of the Banks.

          "Total Commitment" shall mean the sum of the Total Term Commitment and
the Total AR Commitment.

          "Total Term Commitment" shall mean the sum of the  Term Commitments of
each of the Banks.

          "Transaction" shall mean and include (i) the Acquisition, (ii) the
purchase by Kelso of the capital stock of Holdings pursuant to the UOH-Kelso
Agreements, (iii) the entering into and borrowing under the RF Credit Agreement
and (iv) the entering into and borrowing under this Agreement.

          "Transaction Documents" shall mean the Acquisition Documents, the
UOH-Kelso Agreements, the Credit Documents and the RF Credit Agreement.

          "Transaction Expenses" shall mean all fees and expenses incurred in
connection with, and payable prior to or substantially concurrently with the
closing of, the Transaction and including all fees paid to any of the Banks and
the Agent hereunder, fees paid to Kelso or its Affiliates permitted hereunder;
attorney's fees, accountants' fees, placement agents' fees, discounts and
commissions and brokerage, and consultant fees.  Transaction Expenses shall
include the amortization of any such fees and expenses that are capitalized and
not classified as an expense on the date incurred.

          "Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, I.E., a Base Rate Loan or Eurodollar Loan.

          "UCC" shall mean the Uniform Commercial Code.

          "Unfunded Current Liability" of any Plan shall mean 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 determined in accordance
with Statement of Financial Accounting Standards No. 35, based upon the
actuarial assumptions used by the Plan's actuary in the most recent annual
valuation of the Plan, exceeds the fair market value of the assets thereof,
determined in accordance with Section 412 of the Code.

                                         -70-

          "UOH-Kelso Agreements" shall mean the Stock Purchase Agreement and all
other documents entered into or delivered in connection with the Stock Purchase
Agreement.

          "UOH Pledge Agreement" shall have the meaning provided in Section
5.12(c).

          "Working Capital" shall mean the excess of Consolidated Current Assets
over Consolidated Current Liabilities.

          "Written" or "in writing" shall mean any form of written communication
or a communication by means of telex, facsimile transmission, telegraph or
cable.

          SECTION 11.  THE AGENT.

          1.111  APPOINTMENT.  The Banks hereby designate Bankers Trust Company
as Agent (for purposes of this Section 11, the term "Agent" shall include BTCo
in its capacity as Collateral Agent pursuant to the Security Documents) 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 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 by the terms hereof and
thereof and such other powers as are reasonably incidental thereto.  The Agent
may perform any of its duties hereunder by or through its respective officers,
directors, agents, employees or affiliates.  The Co-Agent shall have no duties
or liabilities in acting in such capacity hereunder.

          1.112  NATURE OF DUTIES.  The Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and the
Security Documents.  Neither the Agent nor any of its 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 negligence
or willful misconduct.  The duties of the Agent shall be mechanical and
administrative in nature; the Agent 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 any obligations in respect of this Agreement or any other
Credit Document except as expressly set forth herein or therein.

          1.113  LACK OF RELIANCE ON THE AGENT.  Independently and without
reliance upon the Agent, 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 Holdings, 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

                                         -71-

(ii) its own appraisal of the creditworthiness of Holdings, the Borrower and its
Subsidiaries and, except as expressly provided in this Agreement, the Agent
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.  The Agent shall not be
responsible to any Bank or the holder of any Note for any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the
execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of this Agreement or any other Credit
Document or the financial condition of the Borrower and its Subsidiaries or be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any other Credit
Document, or the financial condition of Holdings, the Borrower and its
Subsidiaries or the existence or possible existence of any Default or Event of
Default.

          1.114  CERTAIN RIGHTS OF THE AGENT.  If the Agent shall request
instructions from the Required Banks (or, where applicable, the Super-Majority
Banks) with respect to any act or action (including failure to act) in
connection with this Agreement or any other Credit Document, the 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 (or, where
applicable, the Super-Majority Banks); and the Agent shall not incur liability
to any Person by reason of so refraining.  Without limiting the foregoing,
neither any Bank nor the holder of any Note shall have any right of action
whatsoever against the 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 (or, where applicable, the Super-Majority
Banks).

          1.115  RELIANCE.  The Agent shall be entitled to rely, and shall be
fully protected 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 the Agent believed 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 the
Agent.

          1.116  INDEMNIFICATION.  To the extent the Agent is not reimbursed and
indemnified by the Borrower, the Banks will reimburse and indemnify the Agent,
in proportion to their respective Loans and Commitments 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 the Agent in performing its respective duties hereunder
or under any other Credit Document, 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 the Agent's gross negligence or willful misconduct.

                                         -72-

          1.117  THE AGENT IN ITS INDIVIDUAL CAPACITY.  With respect to its
obligation to make Loans under this Agreement, the Agent 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," "Super-Majority Banks," "holders of Notes" or
any similar terms shall, unless the context clearly otherwise indicates, include
the Agent in its individual capacity.  The Agent may accept deposits from, lend
money to, and generally engage in any kind of banking, trust or other business
with the Borrower or any Affiliate of the Borrower as if it were not performing
the duties specified herein, and may accept fees and other consideration from
the Borrower for services in connection with this Agreement and otherwise
without having to account for the same to the Banks.

          1.118  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,
transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.

          1.119  RESIGNATION BY THE AGENT. (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 15 Business Days' prior written notice to
the Borrower and the Banks.  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 Banks shall appoint a
successor Agent hereunder or thereunder who shall be the Co-Agent or such other
commercial bank or trust company as is reasonably acceptable to the Borrower.

          (c)  If a successor Agent shall not have been so appointed within such
15 Business Day period, the Agent, with the consent of the Borrower, shall then
appoint a successor Agent who shall serve as Agent hereunder or thereunder until
such time, if any, as the 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 20th Business Day after the date such notice of resignation
was given by the Agent, the Agent's resignation shall become effective and the
Required 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 Banks
appoint a successor Agent as provided above.

                                         -73-

          SECTION 12.  MISCELLANEOUS.

          1.121  PAYMENT OF EXPENSES, ETC.  The Borrower agrees to:  (i) whether
or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Agent and the Co-Agent in connection
with the negotiation, preparation, execution and delivery of the Credit
Documents and the documents and instruments referred to therein and any
amendment, waiver or consent relating thereto (including, without limitation,
the reasonable fees and disbursements of their respective counsel) and of the
Agent, the Co-Agent and each of the Banks in connection with the enforcement of
the Credit Documents and the documents and instruments referred to therein
(including, without limitation, the reasonable fees and disbursements of counsel
for the Agent, the Co-Agent and for each of the Banks); (ii) pay and hold each
of the Banks harmless from and against any and all present and future stamp and
other similar taxes with respect to the foregoing matters and save 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 each Bank (including in its
capacity as the Agent or Co-Agent), its officers, directors, employees,
representatives and agents from and hold each of them harmless against any and
all losses, liabilities, claims, damages or expenses incurred by 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 Bank is a
party thereto) related to the entering into and/or performance of any
Transaction Document or the use of the proceeds of any Loans hereunder or the
Transaction or the consummation of any transactions contemplated in any Credit
Document, or (b) the actual or alleged presence of Hazardous Materials in the
air, surface water or groundwater or on the surface or subsurface of any Real
Property owned or at any time operated by the Borrower or any of its
Subsidiaries, the release, generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not owned or
operated by the Borrower or any of its Subsidiaries, the non-compliance of any
Real Property with foreign, federal, state and local laws, regulations, and
ordinances (including applicable permits thereunder) applicable to any Real
Property, or any Environmental Claim asserted against the Borrower, any of its
Subsidiaries or any Real Property owned or at any time operated by the Borrower
or any of its Subsidiaries, including, in each case, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding (but excluding any such
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).

          1.122  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, if an Event of Default then exists, each Bank is hereby authorized
at any time or from time to time, without presentment, demand, protest or other
notice of any kind to the Borrower 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

                                         -74-

located) to or for the credit or the account of the Borrower against and on
account of the Obligations and liabilities of the Borrower 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 12.06(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.

          1.123  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
the address specified opposite its signature below; if to any Bank, at its
address specified for such Bank on Annex II hereto; or, at such other address as
shall be designated by any party in a written notice to the other parties
hereto.  All such notices and communications shall be mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, and shall be
effective when received.

          1.124  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 that the Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the Banks.  Each Bank may at any time grant participations in any of
its rights hereunder or under any of the Notes to another financial institution,
provided that 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, except that
the participant shall be entitled to the benefits of Sections 1.10 and 4.04 of
this Agreement to the extent that such Bank would be entitled to such benefits
if the participation had not been entered into or sold, and, provided further
that no Bank shall transfer, grant or assign 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 or Note in
which such participant is participating (it being understood that any waiver of
the application of any prepayment or the method of any application of any
prepayment to, the amortization of the Loans shall not constitute an extension
of the final maturity date), or reduce the rate or extend the time of payment of
interest or Fees thereon (except in connection with a waiver of the
applicability of any post-default increase in interest rates), or reduce the
principal amount thereof, or increase such participant's participating interest
in any Commitment 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, or a mandatory prepayment, shall not constitute a change
in the terms of any Commitment), (ii) release all or substantially all of the

                                         -75-

Collateral or (iii) consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement or any other Credit Document.

          (b)  Notwithstanding the foregoing, (x) any Bank may assign all or a
portion of its outstanding Term Loans and/or AR Loans and/or AR Commitment (or,
if prior to the Initial Borrowing Date, its Term Commitment) and its rights and
obligations hereunder to another Bank, and (y) with the consent of the Agent
and, to the extent such consent shall not be unreasonably withheld, the
Borrower, any Bank may assign all or a portion of its outstanding Term Loans
and/or AR Loans and/or AR Commitment and its rights and obligations hereunder to
one or more commercial banks or other financial institutions (including one or
more Banks), provided that all assignments hereunder must be pro rata between
the Term Loans on one hand and the AR Loans and AR Commitments on the other
hand.  No assignment pursuant to the immediately preceding sentence shall to the
extent such assignment represents an assignment to an institution other than one
or more Banks hereunder, be in an aggregate amount less than $5,000,000 unless
the entire Loans and Commitment of the assigning Bank are so assigned.  If any
Bank so sells or assigns all or a part of its rights hereunder or under the
Notes, any reference in this Agreement or the Notes to such assigning Bank shall
thereafter refer to such Bank and to the respective assignee to the extent of
their respective interests and the respective assignee shall have, to the extent
of such assignment (unless otherwise provided therein), the same rights and
benefits as it would if it were such assigning Bank.  Each assignment pursuant
to this Section 12.04(b) shall be effected by the assigning Bank and the
assignee Bank executing an Assignment Agreement substantially in the form of
Exhibit L (appropriately completed).  In the event of any such assignment (x) to
a commercial bank or other financial institution not previously a Bank
hereunder, either the assigning or the assignee Bank shall pay to the Agent a
nonrefundable assignment fee of $3,500 (PROVIDED, that in the event of
simultaneous assignments relating to this Agreement and the RF Credit Agreement,
the fees for such assignments shall total $3,500) and (y) to a Bank, either the
assigning or assignee Bank shall pay to Agent a nonrefundable assignment fee of
$2,000 (PROVIDED, that in the event of simultaneous assignments relating to this
Agreement and the RF Credit Agreement, the fees for such assignments shall total
$2,000), and at the time of any assignment pursuant to this Section 12.04(b),
(i) Annex I shall be deemed to be amended to reflect the Commitment of the
respective assignee (which shall result in a direct reduction to the Commitment
of the assigning Bank) and of the other Banks, and (ii) if any such assignment
occurs after the Initial Borrowing Date, the Borrower will issue new Notes to
the respective assignee and to the assigning Bank in conformity with the
requirements of Section 1.05.  Each Bank and the Borrower agree to execute such
documents (including without limitation amendments to this Agreement and the
other Credit Documents) as shall be necessary to effect the foregoing.  Nothing
in this clause (b) shall prevent or prohibit any Bank from pledging its Notes or
Loans to a Federal Reserve Bank in support of borrowings made by such Bank from
such Federal Reserve Bank.  Notwithstanding any of the foregoing provisions of
this Section 12.04, no assignment may be made hereunder unless a concurrent
assignment is made by the assigning Bank under the RF Credit Agreement of a
percentage of its Revolving Commitment thereunder equal to the percentage of its
Loans and Commitment being assigned by it hereunder.

                                         -76-

          (c)  Notwithstanding any other provisions of this Section 12.04, no
transfer or assignment of the interests or obligations of any Bank hereunder or
any grant of participation therein shall be permitted if such transfer,
assignment or grant would require the Borrower to file a registration statement
with the SEC or to qualify the Loans under the "Blue Sky" laws of any State.

          (d)  Each Bank initially party to this Agreement hereby represents,
and each Person that becomes a Bank pursuant to an assignment permitted by this
Section 12 will, upon its becoming party to this Agreement, represent that it is
a commercial lender, other financial institution or other "accredited" investor
(as defined in SEC Regulation D) which makes loans in the ordinary course of its
business and that it will make or acquire Loans for its own account in the
ordinary course of such business, provided that subject to the preceding clauses
(a) and (b), the disposition of any promissory notes or other evidences of or
interests in Indebtedness held by such Bank shall at all times be within its
exclusive control.

          1.125  NO WAIVER; REMEDIES CUMULATIVE.  No failure or delay on the
part of the Agent or any Bank in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between
the Borrower and the Agent or any Bank 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 and remedies herein expressly provided are cumulative
and not exclusive of any rights or remedies which the Agent or any Bank would
otherwise have.  No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Agent or the
Banks to any other or further action in any circumstances without notice or
demand.

          1.126  PAYMENTS PRO RATA.  (a)  The Agent agrees that promptly after
its receipt of each payment from or on behalf of the Borrower in respect of any
Obligations hereunder, it shall distribute such payment to the Banks (other than
any Bank that has expressly waived its right to receive its pro rata share
thereof) 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 or 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 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 to such Banks in
such amount as shall result in a proportional participation by all of the Banks
in

                                         -77-

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 12.06(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.

          1.127  CALCULATIONS; COMPUTATIONS.  (a)  The financial statements to
be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with GAAP 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 (x) except as otherwise
specifically provided herein, all computations determining compliance with
Section 8, including definitions used therein, shall utilize accounting
principles and policies in effect at the time of the preparation of, and in
conformity with those used to prepare, the December 31, 1995 historical
financial statements of the Borrower delivered to the Banks pursuant to Section
6.10(b) and (y) that if at any time the computations determining compliance with
Section 8 utilize accounting principles different from those utilized in the
financial statements furnished to the Banks, such financial statements shall be
accompanied by reconciliation work-sheets.

          (b)  All computations of interest and Fees hereunder shall be made on
the actual number of days elapsed over a year of 360 days.

          1.128  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 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.  The Borrower further irrevocably consents to the service of process out
of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Borrower located outside New York City and by hand delivery to the Borrower
located within New York City, at its address for notices pursuant to Section
12.03, such service to become effective 30 days after such mailing.  The
Borrower hereby irrevocably designates appoints and empowers CT Corporation
System, with offices on the date hereof located at 1633 Broadway, New York, New
York 10019, as its agent for service of process in respect of any such action or
proceeding.  Nothing herein shall affect the right of the Agent or any Bank to
serve process in any other manner permitted by law or

                                         -78-

to commence legal proceedings or otherwise proceed against the Borrower 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.

          1.129  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
Agent.

          12.10  EFFECTIVENESS.  This Agreement shall become effective on the
date (the "Effective Date") on which the Borrower and each of the Banks shall
have signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Agent at the Payment Office of the Agent or, in the
case of the Banks, shall have given to the Agent telephonic (confirmed in
writing), written telex or facsimile transmission notice (actually received) at
such office that the same has been signed and mailed to it.

          12.11  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.

          12.12  AMENDMENT OR WAIVER.  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 Borrower 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) affected thereby, (i) extend the Final Maturity
Date or AR Termination Date, as the case may be (it being understood that any
waiver of the application of any prepayment of or the method of application of
any prepayment to the amortization of, the Loans shall not constitute any such
extension), or reduce the rate or extend the time of payment of interest (other
than as a result of waiving the applicability of any post-default increase in
interest rates) or Fees thereon, or reduce the principal amount thereof, or
increase the Commitment of any Bank over the amount thereof then in effect (it
being understood that a waiver of any Default or Event of Default or of a

                                         -79-

mandatory reduction in the Total Commitment shall not constitute a change in 
the terms of any Commitment of any Bank), (ii) release or permit the release 
of all or substantially all of the Collateral except as expressly provided in 
the Credit Documents, (iii) amend, modify or waive any provision of this 
Section 12.12, (iv) reduce the percentage specified in, or otherwise modify, 
the definition of Required Banks or (v) consent to the assignment or transfer 
by the Borrower of any of its rights and obligations under this Agreement 
provided further that no such change, waiver, discharge or termination shall 
without the consent of the Super-Majority Banks change directly or indirectly 
the definition of Permitted Acquisition or Super-Majority Banks.  No 
provision of Section 11 may be amended without the consent of the Agent and 
to the extent any such amendment would affect the Co-Agent solely in its 
capacity as such, the Co-Agent.

          12.13  SURVIVAL.  All indemnities set forth herein including, without
limitation, in Section 1.10, 1.11, 4.04, 11.06 or 12.01 shall survive the
execution and delivery of this Agreement and the making and repayment of the
Loans.

          12.14  DOMICILE OF LOANS.  Each Bank may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or affiliate of such
Bank, provided that the Borrower shall not be responsible for costs arising
under Section 1.10 or 4.04 resulting from any such transfer (other than a
transfer pursuant to Section 1.12) to the extent not otherwise applicable to
such Bank prior to such transfer.

          12.15  CONFIDENTIALITY.  Subject to Section 12.04, the Banks shall
hold all non-public information obtained pursuant to the requirements of this
Agreement which has been identified as such by the Borrower in accordance with
its customary procedure for handling confidential information of this nature and
in accordance with safe and sound banking practices and in any event may make
disclosure reasonably required by any BONA FIDE transferee or participant in
connection with the contemplated transfer of any Loans or participation therein
(so long as such transferee or participant agrees to abide by the provisions of
this Section 12.15) or as required or requested by any governmental agency or
representative thereof or pursuant to legal process, provided that, unless
specifically prohibited by applicable law or court order, each Bank shall notify
the Borrower of any request by any governmental agency or representative thereof
(other than any such request in connection with an examination of the financial
condition of such Bank by such governmental agency) for disclosure of any such
non-public information prior to disclosure of such information, and provided
further that in no event shall any Bank be obligated or required to return any
materials furnished by the Borrower or any Subsidiary.

                                    *     *     *

                                         -80-

          IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

Address
- - -------

321 N. Clark Street                          UNIVERSAL OUTDOOR, INC.
Suite 1010                                       as Borrower
Chicago, Illinois
Attention: Brian T. Clingen
Tel. No.: (312) 644-8673                     By: /s/ Brian T. Clingen
                                                 --------------------
Fax  No.: (312) 644-8071                       Name:  Brian T. Clingen
                                               Title: Vice President

                                        LA SALLE NATIONAL BANK,
                                            Individually and as Co-Agent

                                             By: /s/  Jeffrey D.Steele
                                                 ---------------------
                                                Name:  Jeffrey D. Steele
                                                Title: Senior Vice President

                                        BANKERS TRUST COMPANY,
                                               Individually and as Agent

                                             By: /s/ Jeff Bennett
                                                 ------------------
                                                Name:  Jeff Bennett
                                                Title: Vice President 

Basic Info X:

Name: ACQUISITION CREDIT AGREEMENT
Type: Credit Agreement
Date: May 15, 1996
Company: UNIVERSAL OUTDOOR HOLDINGS INC
State: Delaware

Other info:

Date:

  • March 29 , 1996
  • last Business Day
  • August
  • September 30 , 1996
  • June 30 , 1997
  • September 30 , 1997
  • June 30 , 1998
  • September 30 , 1998
  • December 31 , 1998
  • June 30 , 2000
  • September 30 , 2000
  • June 30 , 2001
  • September 30 , 2001
  • March 31 , 2002
  • December 31 , 2002
  • June 30 , 1999
  • September 30 , 1999
  • December 31 , 1999
  • December 31 , 2000
  • December 31 , 2001
  • June 30 , 2002
  • September 30 , 2002
  • May 31 , 1995
  • December 31 , 1994
  • February 28 , 1996
  • Banks no later than 10 days after the later
  • March 31 , June 30 , September 30
  • December 31 , 1996
  • March 30 , 1997
  • March 31 , 1997
  • March 30 , 1998
  • March 31 , 1998
  • March 30 , 1999
  • March 31 , 1999
  • March 30 , 2000
  • March 31 , 2000
  • March 30 , 2001
  • February 27 , 1996
  • December 31 , 1997
  • Saturday
  • Sunday
  • last 12 month
  • July 15 , 1996
  • March 31 , 2003
  • March 22 , 1995
  • 30th day following the end of the fiscal month
  • last day of each fiscal quarter
  • last day of the last month
  • April 5 , 1996
  • November 18 , 1993
  • 20th Business Day
  • December 31 , 1995
  • 1633 Broadway

Organization:

  • LA SALLE NATIONAL BANK
  • Terms of Credit
  • 1.03 Notice of Borrowing
  • 1.04 Disbursement of Funds
  • Pro Rata Borrowings
  • 1.09 Interest Periods
  • 1.12 Change of Lending Office
  • 3.02 Voluntary Reduction of Commitments
  • 3.03 Mandatory Adjustments of Commitments
  • Place of Payment
  • 5.10 Holdings Restructuring
  • 5.14 Insurance Policies
  • Corporate Power and Authority
  • 6.10 Financial Condition ; Financial Statements
  • Consummation of Transaction
  • 6.20 Labor Relations
  • Fiscal Years ; Fiscal Quarters
  • 8.11 Fixed Charge Coverage Ratio
  • 8.12 Minimum Adjusted EBITDA
  • Borrower Leverage Ratio
  • 9.04 Default Under Other Agreements
  • 9.07 Security Documents
  • 11.02 Nature of Duties
  • Opinion of White & Case
  • AR Commitment of such Bank
  • Borrowing of Eurodollar Loans
  • Applicable Eurodollar Margin
  • Notice of Borrowing or Notice of Conversion
  • The Total Term Commitment
  • Revolving Facility Termination Date
  • Adjusted Total AR Commitment
  • AR Loans of Non-Defaulting Banks
  • Final Maturity Date
  • Reinvestment Prepayment Date
  • AR Termination Date
  • Change of Control
  • Minimum Borrowing Amount
  • Winston & Strawn
  • Management Agreements and Employment Agreements
  • Price Waterhouse LLP
  • Each of Holdings
  • National Labor Relations Board
  • Default or Event of Default
  • Borrower or Holdings
  • Securities and Exchange Commission
  • Internal Revenue Service
  • Material Adverse Effect
  • LaSalle Loan Agreement
  • Consolidated Capital Expenditures
  • Quantum Structure & Design , Inc.
  • Capital Stock of Borrower
  • Senior Note Documents
  • Borrower to Holdings
  • Indebtedness of Holdings
  • Consolidated Cash Interest Expense of Holdings
  • Acquisition Credit Agreement
  • Federal Funds Effective Rate
  • Standard & Poor 's Corporation
  • Moody 's Investors Service
  • Bank or Approved Bank
  • Comprehensive Environmental Response
  • Board of Directors of Holdings
  • Bank 's Term Commitment
  • Consolidated Net Income
  • Consolidated Interest Expense
  • Kelso of Holdings
  • Federal Reserve Bank of New York
  • Universal Outdoor Holdings , Inc.
  • EBITDA of Holdings
  • Kelso & Company
  • LaSalle National Bank
  • Relevant Determination Date the Modified Holdings Leverage Ratio
  • Available Equity Amount
  • Relevant Measurement Date
  • Naegele Outdoor Advertising Company
  • Pension Benefit Guaranty Corporation
  • Board of Governors of the Federal Reserve System
  • Anticipated Reinvestment Amount
  • Margin Reduction Discount
  • Consolidated Debt of Holdings
  • Total Revolving Commitment
  • Kelso Investment Associates
  • Kelso Equity Partners
  • Statement of Financial Accounting Standards No
  • Stock Purchase Agreement
  • Initial Borrowing Date
  • RF Credit Agreement
  • Southern District of New York
  • CT Corporation System

Location:

  • PRO RATA
  • U.S.
  • CERCLA
  • United States of America
  • Delaware
  • Naegele
  • L.P.
  • I.E.
  • New York City
  • Illinois

Money:

  • $ 87,500,000
  • $ 100,000
  • $ 3,250,000
  • $ 750,000
  • $ 30 million
  • $ 150,000
  • $ 37.5 million
  • $ 65,000,000
  • $ 6,000,000
  • $ 3,000,000
  • $ 120,000
  • $ 250,000
  • $ 3.0 million
  • $ 1.0 billion
  • $ 35,000,000
  • $ 2,500,000
  • $ 12,500,000
  • $ 50,000
  • $ 500,000,000
  • $ 1,000,000
  • $ 5,000,000
  • $ 3,500
  • $ 2,000

Person:

  • Lien
  • Naegele
  • Daniel L. Simon
  • William H. Smith
  • William A. Marquard
  • John F. McGillicuddy
  • David M. Roderick
  • John Rutledge IRA
  • Michael Rapoport
  • Patricia Hetter Kelso
  • George L. Shinn
  • Kelso Designees
  • N. Clark
  • Brian T. Clingen Tel
  • Jeffrey D.Steele
  • Jeffrey D. Steele
  • Jeff Bennett

Time:

  • 1:00 P.M.

Percent:

  • 75 %
  • 15 %
  • 25 %
  • 105 %
  • 10 %
  • 1.50 %
  • 2.50 %
  • 66-23 %
  • 30 %
  • 14 %
  • 100 %
  • 12 %
  • 11 %