ACQUISITION CREDIT AGREEMENT

 

                                                                   Exhibit 10.2

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                                     FORM OF
                              AMENDED AND RESTATED
                          ACQUISITION CREDIT AGREEMENT

                                      among

                             UNIVERSAL OUTDOOR, INC.

                          VARIOUS LENDING INSTITUTIONS,

                             LA SALLE NATIONAL BANK,
                                   AS CO-AGENT

                                       and

                             BANKERS TRUST COMPANY,
                                    AS AGENT

                      ____________________________________

                                  $287,500,000

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                                TABLE OF CONTENTS

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SECTION 1.  Amount and Terms of Credit . . . . . . . . . . . . . . . . . . .   1
     1.01  Commitment. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.02  Minimum Borrowing Amounts, etc. . . . . . . . . . . . . . . . . .   2
     1.03  Notice of Borrowing, etc. . . . . . . . . . . . . . . . . . . . .   3
     1.04  Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . .   3
     1.05  Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     1.06  Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     1.07  Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . . .   5
     1.08  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     1.09  Interest Periods. . . . . . . . . . . . . . . . . . . . . . . . .   7
     1.10  Increased Costs, Illegality, etc. . . . . . . . . . . . . . . . .   8
     1.11  Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     1.12  Change of Lending Office. . . . . . . . . . . . . . . . . . . . .  10

SECTION 2.  Replacement Banks. . . . . . . . . . . . . . . . . . . . . . . .  11
     2.01  Replacement of Banks. . . . . . . . . . . . . . . . . . . . . . .  11

SECTION 3.  Fees; Commitments. . . . . . . . . . . . . . . . . . . . . . . .  12
     3.01  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     3.02  Voluntary Reduction of Commitments. . . . . . . . . . . . . . . .  12
     3.03  Mandatory Adjustments of Commitments, etc.. . . . . . . . . . . .  12

SECTION 4.  Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
     4.01  Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . .  13
     4.02  Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . .  14
     4.03  Method and Place of Payment . . . . . . . . . . . . . . . . . . .  18
     4.04  Net Payments. . . . . . . . . . . . . . . . . . . . . . . . . . .  18

SECTION 5.  Conditions Precedent . . . . . . . . . . . . . . . . . . . . . .  20
     5.01  Conditions Precedent to Restatement Effective Date. . . . . . . .  20
     5.02  Conditions Precedent to All Credit Events . . . . . . . . . . . .  24

                                       (i)

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SECTION 6.  Representations, Warranties and Agreements . . . . . . . . . . .  25
     6.01  Corporate Status. . . . . . . . . . . . . . . . . . . . . . . . .  25
     6.02  Corporate Power and Authority . . . . . . . . . . . . . . . . . .  25
     6.03  No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     6.04  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     6.05  Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . .  26
     6.06  Governmental Approvals. . . . . . . . . . . . . . . . . . . . . .  26
     6.07  Investment Company Act. . . . . . . . . . . . . . . . . . . . . .  26
     6.08  Public Utility Holding Company Act. . . . . . . . . . . . . . . .  26
     6.09  True and Complete Disclosure. . . . . . . . . . . . . . . . . . .  26
     6.10  Financial Condition; Financial Statements . . . . . . . . . . . .  27
     6.11  Security Interests. . . . . . . . . . . . . . . . . . . . . . . .  28
     6.12  Representations and Warranties in Transaction Documents . . . . .  28
     6.13  Consummation of Transaction . . . . . . . . . . . . . . . . . . .  29
     6.14  Tax Returns and Payments. . . . . . . . . . . . . . . . . . . . .  29
     6.15  Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . .  29
     6.16  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . .  30
     6.17  Patents, etc. . . . . . . . . . . . . . . . . . . . . . . . . . .  30
     6.18  Pollution and Other Regulations . . . . . . . . . . . . . . . . .  30
     6.19  Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
     6.20  Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . .  32
     6.21  Existing Indebtedness . . . . . . . . . . . . . . . . . . . . . .  32

SECTION 7.  Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . .  32
     7.01  Information Covenants . . . . . . . . . . . . . . . . . . . . . .  32
     7.02  Books, Records and Inspections. . . . . . . . . . . . . . . . . .  35
     7.03  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
     7.04  Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . .  35
     7.05  Consolidated Corporate Franchises . . . . . . . . . . . . . . . .  36
     7.06  Compliance with Statutes, etc.. . . . . . . . . . . . . . . . . .  36
     7.07  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
     7.08  Good Repair . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
     7.09  End of Fiscal Years; Fiscal Quarters. . . . . . . . . . . . . . .  37
     7.10  Additional Security; Further Assurances . . . . . . . . . . . . .  37
     7.11  Corporate Separateness. . . . . . . . . . . . . . . . . . . . . .  39
     7.12  Compliance with Environmental Laws. . . . . . . . . . . . . . . .  39

SECTION 8.  Negative Covenants . . . . . . . . . . . . . . . . . . . . . . .  40
     8.01  Changes in Business . . . . . . . . . . . . . . . . . . . . . . .  40
     8.02  Consolidation, Merger, Sale or Purchase of Assets, etc. . . . . .  40
     8.03  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

                                      (ii)

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     8.04  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . .  44
     8.05  Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . .  45
     8.06  Investments and Loans . . . . . . . . . . . . . . . . . . . . . .  46
     8.07  Subsidiaries; etc.. . . . . . . . . . . . . . . . . . . . . . . .  46
     8.08  Prepayments of Indebtedness, etc. . . . . . . . . . . . . . . . .  46
     8.09  Dividends, etc. . . . . . . . . . . . . . . . . . . . . . . . . .  47
     8.10  Transactions with Affiliates. . . . . . . . . . . . . . . . . . .  48
     8.11  Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . .  49
     8.12  Minimum Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . .  49
     8.13  Borrower Leverage Ratio . . . . . . . . . . . . . . . . . . . . .  49
     8.14  Senior Leverage Ratio . . . . . . . . . . . . . . . . . . . . . .  49
     8.15  Interest Ratio. . . . . . . . . . . . . . . . . . . . . . . . . .  50

SECTION 9.  Events of Default. . . . . . . . . . . . . . . . . . . . . . . .  50
     9.01  Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
     9.02  Representations, etc. . . . . . . . . . . . . . . . . . . . . . .  50
     9.03  Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     9.04  Default Under Other Agreements. . . . . . . . . . . . . . . . . .  51
     9.05  Bankruptcy, etc.. . . . . . . . . . . . . . . . . . . . . . . . .  51
     9.06  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
     9.07  Credit Documents. . . . . . . . . . . . . . . . . . . . . . . . .  52
     9.08  Holdings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
     9.09  Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
     9.10  RF Credit Agreement . . . . . . . . . . . . . . . . . . . . . . .  54

SECTION 10.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .  55

SECTION 11.  The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
     11.01  Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . .  82
     11.02  Nature of Duties . . . . . . . . . . . . . . . . . . . . . . . .  83
     11.03  Lack of Reliance on the Agent. . . . . . . . . . . . . . . . . .  83
     11.04  Certain Rights of the Agent. . . . . . . . . . . . . . . . . . .  84
     11.05  Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
     11.06  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . .  84
     11.07  The Agent in Its Individual Capacity . . . . . . . . . . . . . .  84
     11.08  Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
     11.09  Resignation by the Agent . . . . . . . . . . . . . . . . . . . .  85

SECTION 12.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . .  85
     12.01  Payment of Expenses, etc.. . . . . . . . . . . . . . . . . . . .  85
     12.02  Right of Setoff. . . . . . . . . . . . . . . . . . . . . . . . .  86

                                      (iii)

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     12.03  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
     12.04  Benefit of Agreement . . . . . . . . . . . . . . . . . . . . . .  87
     12.05  No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . .  89
     12.06  Payments Pro Rata. . . . . . . . . . . . . . . . . . . . . . . .  89
     12.07  Calculations; Computations . . . . . . . . . . . . . . . . . . .  90
     12.08  Governing Law; Submission to Jurisdiction; Venue; Waiver of
            Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
     12.09  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .  91
     12.10  Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
     12.11  Headings Descriptive . . . . . . . . . . . . . . . . . . . . . .  91
     12.12  Amendment or Waiver. . . . . . . . . . . . . . . . . . . . . . .  91
     12.13  Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
     12.14  Domicile of Loans. . . . . . . . . . . . . . . . . . . . . . . .  92
     12.15  Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . .  92
     12.16  Special Amendments . . . . . . . . . . . . . . . . . . . . . . .  93

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

EXHIBIT A      --   Form of Notice of Borrowing
EXHIBIT B-1    --   Form of B Term Note
EXHIBIT B-2    --   Form of AR Note
EXHIBIT B-3    --   Form of A Term 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     --   Adjusted EBITDA]
EXHIBIT K      --   Form of Assignment Agreement

                                      (iv)

          AMENDMENT AND RESTATEMENT dated as of October __, 1996, to ACQUISITION
CREDIT AGREEMENT dated as of March 29, 1996, among UNIVERSAL OUTDOOR, INC., 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, the Borrower and certain financial institutions are parties
to an Acquisition Credit Agreement, dated as of March 29, 1996 (as the same has
been amended, modified or supplemented prior to the date hereof, the "Original
Credit Agreement"); and

          WHEREAS, the parties hereto wish to amend and restate the Original
Credit Agreement as herein provided;

          NOW, THEREFORE, the parties hereto agree that the Original Credit
Agreement shall be and hereby is amended and restated in its entirety as
follows, provided that if the Restatement Effective Date has not occurred on or
prior to November 30, 1996 this amendment and restatement shall be void and of
no further effect, with the Original Credit Agreement to remain in effect;

          NOW, THEREFORE, IT IS AGREED:

          SECTION 1.  AMOUNT AND TERMS OF CREDIT.

          1.01  COMMITMENT.  (A) Subject to and upon the terms and conditions
herein set forth, each Bank severally agrees to make or continue loans (together
with the A Term Loan referred to below, each a "Loan" and, collectively, the
"Loans") to the Borrower, which Loans shall be drawn or continued, as the case
may be, 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 "B Term Loan" and,
     collectively, the "B Term Loans") (i) shall be made pursuant to a single
     drawing on the Restatement Effective Date, (ii) shall be made and initially
     maintained as a single Borrowing of Base Rate Loans (subject to the option
     to convert such B 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, B Term Loans may not be reborrowed.

          (b)  Loans under the AR Facility (each an "AR Loan" and, collectively,
     the "AR Loans") (i) shall continue outstanding the AR Loans under and as
     defined in the Original Credit Agreement that are outstanding on the
     Restatement Effective Date and otherwise may be made at any time and from
     time to time on and after the Restatement Effective Date and prior to the
     AR Termination Date, (ii) except as hereinafter provided, may, at the
     option of the Borrower, be continued, 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 continued or 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.

          (B) Notwithstanding the provisions of Section 1.01(A)(b), if on the
first anniversary of the Restatement Effective Date (i) the Borrower has not
issued at least $200 million principal amount of Permitted Subordinated Debt,
(ii) the Guaranty Commencement Date has not occurred and/or (iii) the B Term
Loans have not been repaid in full, then on said first anniversary $100 million
of the AR Loans outstanding on such date (or if less than $100 million of AR
Loans are then outstanding, the full amount of AR Loans then outstanding) shall
be automatically converted (the "Loan Conversion") into term loans (each an "A
Term Loan" and collectively the "A Term Loans"), with the Loan Conversion to
apply PRO RATA to the outstanding AR Loans.  The AR Loans so converted will be
those outstanding pursuant to the same Borrowing or Borrowings, with the
Interest Period or Periods (if any) applicable to such Borrowing or Borrowings
to continue in effect after the Loan Conversion as originally scheduled.  Once
repaid, A Term Loans may not be reborrowed.  Promptly following the Loan
Conversion, should it occur, the Borrower will deliver to each Bank with A Term
Loans the A Term Note provided for in Section 1.05(d).

          1.02  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.

                                  -2-

          1.03  NOTICE OF BORROWING, ETC.  (a)  Whenever the Borrower desires to
continue or incur Loans hereunder, 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 each Borrowing is being made, (ii) the aggregate
principal amount of the Loans to be made pursuant to each Borrowing, (iii) the
date of Borrowing (which shall be a Business Day) and (iv) whether any
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.

          1.04  DISBURSEMENT OF FUNDS.  (a)  No later than 1:00 P.M. (New York
time) on the date specified in a 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 (other than in respect of any AR Loans being continued 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 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

                                  -3-

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.

          1.05  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 B
Term Loans, by a promissory note substantially in the form of Exhibit B-1 with
blanks appropriately completed in conformity herewith (each a "B Term Note" and,
collectively, the "B Term Notes"), (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") and
(iii) if A Term Loans, by a promissory note substantially in the form of Exhibit
B-3 with blanks appropriately completed in conformity herewith (each an "A Term
Note" and collectively the "A Term Notes").

          (b)  The B Term Note issued to each Bank that makes a B Term Loan
shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank
and be dated the Restatement Effective Date, (iii) be in a stated principal
amount equal to the B Term Loans made by such Bank on the Restatement Effective
Date (or subsequently purchased by such Bank) and be payable in the principal
amount of B 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 Restatement Effective 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 AR 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.

                                 -4-

          (d)  The A Term Note issued to each Bank that makes an A Term Loan as
provided in Section 1.01(B) shall (i) be executed by the Borrower, (ii) be
payable to the order of such Bank and be dated the date of the Loan Conversion,
(iii) be in a stated principal amount equal to the A Term Loans made by such
Bank pursuant to the Loan Conversion (or subsequently purchased by such Bank)
and be payable in the principal amount of the A Term Loans evidenced thereby,
(iv) mature on the AR 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.

          (e)  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.

          1.06  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.

          1.07  PRO RATA BORROWINGS.  All B Term Loans and all AR Loans shall be
continued and/or made by the Banks PRO RATA on the basis of their Term
Commitments and AR Commitments, as the case may be, provided at any time that a
Bank with an AR

                                 -5-

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.  All A Term Loans shall be made by the Banks with
AR Loans outstanding at the time of a Loan Conversion PRO RATA on the basis of
such outstanding AR Loans. 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.

          1.08  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 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 AR Loans that are Base Rate 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.

                                  -6-

          1.09  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:

           (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 (x) in the case of AR
     Loans and A Term Loans, the AR Maturity Date and (y) in the case of B Term
     Loans, the Final Maturity Date;

          (v)  no Interest Period with respect to any Borrowing of A Term Loans,
     B 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 A Term Loans, B 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 A Term Loans, B Term Loans or AR Loans, as the case may
     be, permitted to be outstanding after such Scheduled Repayment; and

                                        -7-

          (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):

          (i)  on any date for determining the Eurodollar Rate for any Interest
     Period that, by reason of any changes arising after the Restatement
     Effective Date 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 Restatement 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

                                   -8-

     after the Restatement 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 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 Restatement
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

                                    -9-

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
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

                           -10-

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.

          2.01  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 AR
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 an AR 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 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 Agreement, 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 

                               -11-

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.

          3.01  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 Restatement
Effective 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 Restatement
Effective 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).

          3.02  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 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.

          3.03  MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC.  (a)  The Total Term
Commitment shall terminate on the Restatement Effective Date (after giving
effect to the making of the B Term Loans on such date).

          (b)  The Total AR Commitment 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.

                                      -12-

          (c)  The Total AR Commitment shall be reduced on the date, if any,
upon which the Loan Conversion occurs in an aggregate amount of $100 million.

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

          (e)  Each partial reduction of the Total AR Commitment pursuant to
this Section 3.03 shall apply (x) if made pursuant to clause (c) above, to each
Bank in an amount equal to the AR Loans of such Bank converted into A Term Loans
pursuant to the Loan Conversion and, if such reduction is in excess of such
converted AR Loans, then as provided in clause (y) below, and (y) to the extent
clause (x) is not applicable, proportionately to the AR Commitment, if any, of
each Bank.

          SECTION 4.  PAYMENTS.

          4.01  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 A Term Loans,
B 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
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 A Term Loans, B Term Loans or, to the extent made after the AR
Termination Date, AR Loans pursuant to this Section 

                                     -13-

4.01 shall reduce the remaining Scheduled Repayments of the A Term Loans, 
B 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).

          4.02  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 B Term Loans set forth opposite such date (each
such repayment, together with each repayment of AR Loans required by clause
(b)(II) below and each repayment of A Term Loans required by clause (b)(III)
below, a "Scheduled Repayment"):

DATE                                                    AMOUNT   
March 31, 1997                                         $187,500 
June 30, 1997                                          $187,500 
September 30, 1997                                     $187,500 
December 31, 1997                                      $187,500 
March 31, 1998                                         $187,500 
June 30, 1998                                          $187,500 
September 30, 1998                                     $187,500   
December 31, 1998                                      $187,500 
March 31, 1999                                         $187,500 
June 30, 1999                                          $187,500 
September 30, 1999                                     $187,500 
December 31, 1999                                      $187,500    
March 31, 2000                                         $187,500 
June 30, 2000                                          $187,500 
September 30, 2000                                     $187,500 
December 31, 2000                                      $187,500 

                                -14-

DATE                                                    AMOUNT   
March 30, 2001                                         $187,500 
June 30, 2001                                          $187,500 
September 30, 2001                                     $187,500 
December 31, 2001                                      $187,500     
March 31, 2002                                         $187,500 
June 30, 2002                                          $187,500 
September 30, 2002                                     $375,000 
December 31, 2002                                      $7,625,000 
March 31, 2003                                         $7,625,000 
June 30, 2003                                          $7,625,000 
September 30, 2003                                     $7,625,000 
December 31, 2003                                      $10,000,000 
March 31, 2004                                         $10,000,000 
June 30, 2004                                          $10,000,000 
Final Maturity Date                                    $10,000,000

          (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 
December 31, 1999                                      $10,625,000 
March 31, 2000                                         $10,625,000 
June 30, 2000                                          $10,625,000 
September 30, 2000                                     $10,625,000 
December 31, 2000                                      $13,281,250 
March 31, 2001                                         $13,281,250 
June 30, 2001                                          $13,281,250 
September 30, 2001                                    $13,281,250 
December 31, 2001                                     $14,609,375 
March 31, 2002                                        $14,609,375  
June 30, 2003                                         $14,609,375 
September 30, 2002                                    $14,609,375 
December 31, 2002                                     $14,609,375 
March 31, 2003                                        $14,609,375 
June 30, 2003                                         $14,609,375
AR Maturity Date                                      $14,609,375

                                          -15-

          (III) On the last day of each calendar quarter, commencing on December
31, 1997 and ending on the AR Maturity Date, the Borrower shall be required to
repay the A Term Loans (if made) in an amount equal to the ATL Repayment
Percentage of $4,166,666 ($4,166,682 on the AR Maturity Date).

          (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 remain outstanding and
the AR Termination Date has occurred, the principal of the then 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 cash proceeds (net of
underwriting discounts and commissions and other reasonable costs associated
therewith but excluding any Holdback Proceeds) (or, in the case of the Proposed
Equity Offering, 100% of such proceeds to the extent not Holdback Proceeds) 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 Restatement
Effective Date and/or any amount of cash received by Holdings or the Borrower in
connection with any capital contributions made by any of the Designated UOH
Stockholders or, in the case of the Borrower, by Holdings) shall be applied as a
mandatory repayment of FIRST, the principal of the then outstanding Term Loans
and SECOND, if no Term Loans remain outstanding and the AR Termination Date has
occurred, the principal of the then outstanding AR Loans provided that such
proceeds received prior to the AR Termination Date shall not be so applied but
shall be applied as a mandatory repayment of FIRST, the principal of the then
outstanding A Term Loans and SECOND, if no A Term Loans remain outstanding, the
principal of the then outstanding AR Loans (with any such payment not to reduce
the Total AR Commitment) and (y) the first $5,000,000 of such proceeds in the
aggregate do not have to be so applied to repay Loans.

          (e)  (i) On the date of the receipt thereof by the Borrower, an amount
equal to 100% of the cash proceeds (net of underwriting discounts and
commissions and other 

                                       -16-

reasonable costs associated therewith but excluding any
Holdback Proceeds) of any sale or issuance of Permitted Subordinated Debt shall
be applied as a mandatory repayment of FIRST, the principal of the then
outstanding Term Loans and SECOND, if no Term Loans remain outstanding, the
principal of the then outstanding AR Loans (with any such payment not to reduce
the Total AR Commitment).

          (ii) On the date when the amount of the Holdback Proceeds is reduced
to zero, an amount equal to the Holdback Proceeds not theretofore applied to
Purchase Senior Notes and Discount Notes shall be applied as a mandatory
repayment of FIRST, the principal of the then outstanding Term Loans and SECOND,
if no Term Loans remain outstanding, the principal of the then outstanding AR
Loans (with any such payment not to reduce the Total AR Commitment).

          (f)  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,
1999), 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 remain outstanding and the AR
Termination Date has occurred, the principal of the then outstanding AR Loans.

          (g)  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
remain outstanding and the AR Termination Date has occurred, the principal of
the then outstanding AR Loans.

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

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

          (B)  APPLICATION:

          (a)  Each mandatory repayment of "Term Loans" required to be made
pursuant to Section 4.02(A) (other than pursuant to clause (b) thereof) shall be
applied to the outstanding A Term Loans and B Term Loans PRO RATA between same
on the basis of their respective aggregate outstanding principal amounts.  Each
mandatory repayment of A Term Loans, B Term Loans and, to the extent made after
the AR Termination Date, 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 A Term Loans, B Term Loans and AR Loans,
respectively, on a PRO RATA basis (based upon the then 

                           -17-

remaining outstanding principal amount of each such Scheduled Repayment of A 
Term Loans, B 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.

          4.03  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.

          4.04  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

                                  -18-

thereof or therein (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 limit-ation, any assignee or
transferee), from time to time, upon the reasonable request by the Borrower or
the Agent after the Restatement Effective 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 

                                  -19-

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 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 Restatement 
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.

          5.01  CONDITIONS PRECEDENT TO RESTATEMENT EFFECTIVE DATE.  This
Agreement shall become effective on the date (the "Restatement Effective Date")
on which all of the following conditions are first satisfied:

          (a) EFFECTIVENESS; NOTES.  On or prior to the Restatement Effective
Date, (i) this Agreement shall have been executed as provided in Section 12.10
and (ii) there shall have been delivered to the Agent for the account of each
Bank the appropriate Note or Notes executed by the Borrower, in each case, in
the amount, maturity and as otherwise provided herein.

          (b)  OFFICER'S CERTIFICATE.  On the Restatement Effective 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 5.01(g) and (h) and 5.02 exist as of such date.

                                  -20-

          (c)  OPINIONS OF COUNSEL.  On the Restatement Effective Date, the
Agent shall have received opinions, addressed to the Agent, and each of the
Banks and dated the Restatement Effective 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) such
local counsel, if any, 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.

          (d)  CORPORATE PROCEEDINGS.  (I)  On the Restatement Effective Date,
the Agent shall have received from the Borrower a certificate, dated the
Restatement Effective 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.

          (II)  On the Restatement Effective 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.

          (e)  ADVERSE CHANGE, ETC.  From August 21, 1996 to the Restatement
Effective 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.

          (f)  LITIGATION.  On the Restatement Effective 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 

                                  -21-

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.

          (g)  APPROVALS.  On the Restatement Effective 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, the Agent shall have received evidence
satisfactory to it that all permits, leases, licenses and consents material to
the operations of OAH 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.

          (h)  ACQUISITION.  On or prior to the Restatement Effective 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 AR Loans
hereunder on the Restatement Effective Date, the Borrower shall have consummated
the Acquisition in accordance with the Acquisition Agreement and all applicable
laws, rules and regulations and all Indebtedness of OAH and its Subsidiaries
pursuant to their existing credit arrangements shall have been repaid in full.

          (i)  SECURITY DOCUMENTS.  (I)  On the Restatement Effective Date, the
Borrower shall have duly authorized, executed and delivered an amended and
restated 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.

          (II)  On the Restatement Effective Date, the Borrower shall have duly
authorized, executed and delivered an amended and restated 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.

                                  -22-

          (III)  On the Restatement Effective Date, each of the Designated 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") (which agreement shall terminate by its terms upon the occurrence of
the Guaranty Commencement Date and the execution and delivery of the Holdings
Guaranty and the Holdings 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.

           (IV)  On the Restatement Effective Date, the Agent shall have
received (x)  such executed amendments (in form and substance reasonably
satisfactory to the Agent) to the Mortgages created pursuant to the Original
Credit Agreement (as so amended, if at all, each a "Mortgage" and collectively
the "Mortgages") covering all the Mortgaged Properties as the Agent deems
necessary or appropriate to give effect to the transactions contemplated by this
Agreement and arrangements reasonably satisfactory to the Collateral Agent shall
be in place to provide that counterparts of such amendments shall be recorded on
the Restatement Effective Date or within one Business Day thereafter in all
places where the original Mortgages were filed and (y) such endorsements, if
any, to the Mortgage Policies delivered under the Original Credit Agreement with
respect to the Mortgages as the Agent deems appropriate.

          (j)  SOLVENCY.  On the Restatement Effective Date, the Borrower shall
have delivered, or shall cause to be delivered to the Agent a solvency letter in
the form of Exhibit H hereto from the Chief Financial Officer of the Borrower
and acceptable in form and substance to the Agent.

          (k)  FEES.  On the Restatement Effective 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.

          (l)  ENVIRONMENTAL REPORTS.  On or prior to the Restatement Effective
Date, the Agent shall have received environmental reports from Persons
reasonably satisfactory to the Agent covering the properties of OAH and its
Subsidiaries (other than properties that are solely sign locations), which
reports shall be reasonably satisfactory to the Agent.

          (m)  RF CREDIT AGREEMENT.  On the Restatement Effective Date, the
Restatement 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(m) of the RF Credit Agreement) and the Revolving
Facility Termination Date shall not have occurred.

                                  -23-

          (n)  ADJUSTED EBITDA.  On or prior to the Restatement Effective Date,
the Agent shall have received evidence satisfactory to it that Holdings and its
Subsidiaries plus OAH and its Subsidiaries shall have attained on a combined
basis an Adjusted EBITDA of at least $57 million for the 12 months ended on
August 31, 1996.

          (o)  ORIGINAL CREDIT AGREEMENT.  On the Restatement Effective Date and
concurrently with the initial borrowing hereunder, the Borrower shall have paid
all accrued but unpaid interest, costs (including pursuant to Section 1.11
thereof) and fees under the Original Credit Agreement, whether or not otherwise
then due and payable.

          5.02  CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.  The obligation of
the Banks to make each Loan is subject, at the time thereof, to the satisfaction
of the following conditions:

          (a)  NOTICE OF BORROWING.  The Agent shall have received a Notice of
Borrowing meeting the requirements of Section 1.02.

          (b)  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 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.

          (c)  TESTED BORROWINGS.  At the time of incurring any Tested
Borrowing, each of the covenants set forth in Sections 8.11 through 8.15 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 if such Tested Borrowing occurred on such
Measurement Date and, in the case of a Tested Borrowing financing a Permitted
Acquisition, such Permitted Acquisition was consummated on the first day of the
12-month period ending on such Measurement Date.

          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 Section 5.01, unless otherwise 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.

                                  -24-

          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 Restatement Effective Date to be made giving effect to the
Transaction).

          6.01  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.

          6.02  CORPORATE POWER AND AUTHORITY.  Each Credit Party 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.  Each Credit Party 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
such Credit Party enforceable in accordance with its terms.

          6.03  NO VIOLATION.  Neither the execution, delivery and performance
by  any Credit Party 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 any Credit
Party 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 any Credit Party or any of its
Subsidiaries.

          6.04  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 have a material adverse effect on the
rights or remedies of the 

                                  -25-

Banks or on the ability of the Borrower to perform its obligations to them 
hereunder and under the other Credit Documents.

          6.05  USE OF PROCEEDS; MARGIN REGULATIONS.  (a)  The proceeds of (x)
the B Term Loans shall be used to finance the Acquisition, including related
fees and expenses and (y) all AR Loans initially incurred on or after the
Restatement Effective Date may be used (i) on the  Restatement Effective Date to
pay certain fees and expenses relating to the Acquisition and (ii) to finance
Permitted Acquisitions (including the Acquisition).

          (b)  Neither the making or continuance 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.

          6.06  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.

          6.07  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.

          6.08  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.

          6.09  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 

                                  -26-

as of which such information is dated or certified and not incomplete by 
omitting to state any material fact necessary to make such information (taken 
as a whole) not misleading at such time in light of the circumstances under 
which such information was provided.  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 Restatement Effective 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 at June 30, 1996 and the
related consolidated statements of operations and cash flows of Holdings and of
the Borrower for the fiscal years or six months ended as of said dates, which,
in the case of the annual financial statements, 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) of OAH and its Subsidiaries and (iii) the
PRO FORMA consolidated balance sheet of the Borrower as of June 30, 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 

                                  -27-

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 
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 pursuant to the Original Credit Agreement
or to finance the Acquisition.

          6.11  SECURITY INTERESTS.  On and after the Restatement Effective Date
(or the date of the execution and delivery thereof, in the case of all
Additional Security Documents), 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 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 Restatement Effective 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.

                                  -28-

          6.13  CONSUMMATION OF TRANSACTION.  As of the Restatement Effective
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
Restatement Effective 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.

          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 

                                  -29-

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 Restatement Effective 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 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 Restatement
Effective 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 

                                  -30-

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 Restatement Effective 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 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 Restatement Effective Date (other than properties
that are solely 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.

                                  -31-

          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 Restatement Effective Date that is in excess of $5,000 for any one
issue and is to remain outstanding after 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 Restatement Effective 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:

          7.01  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 

                                  -32-

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 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, 8.13, 8.14 and 8.15, as applicable, 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.

                                  -33-

          (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 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, 

                                  -34-

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.

          7.02  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.

          7.03  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 Restatement Effective 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.

          7.04  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 

                                  -35-

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.

          7.05  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.

          7.06  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.

          7.07  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 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, 

                                  -36-

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.

          7.08  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.

          7.09  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 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)  No later than 30
days following the Guaranty Commencement Date, the Borrower shall deliver to the
Agent a duly authorized and executed counterpart or counterparts of: (i) a
guaranty agreement in form and substance reasonably satisfactory to the Agent
(as modified, supplemented or amended from time to time in accordance with the
terms thereof and hereof, the "Subsidiary Guaranty") executed by each Domestic
Subsidiary (except as otherwise agreed by the Agent) guaranteeing the
Obligations; (ii) a pledge agreement executed by each Subsidiary Guarantor in
form substantially the same as the Borrower Pledge Agreement and otherwise
reasonably satisfactory to the Agent (the "Additional Pledge Agreement"),
accompanied by the delivery thereunder of the certificates representing the
Pledged Securities referred to therein and executed and undated stock powers;
(iii) a security agreement executed by each Subsidiary Guarantor in a form
substantially the same as the Security Agreement and otherwise reasonably
satisfactory to the Agent (the "Additional Security Agreement") covering all of
such Subsidiary Guarantor's present and future 

                                  -37-

Security Agreement Collateral, together with the filings and reports referred 
to in Section 5.12(b) (i) through (iv) of the Original Credit Agreement 
relating thereto; and (iv) deeds of trust, mortgages and similar documents in 
form and substance reasonably satisfactory to the Agent (the "Additional 
Mortgages") covering all of the Real Property owned by each of the Subsidiary 
Guarantors (except as otherwise agreed by the Agent) (x) which Additional 
Mortgages 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 
permitted by Section 8.03 and (y) which 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 
thereunder and all taxes, fees and other charges payable in connection 
therewith shall have been paid in full, with each such Additional Mortgage to 
be accompanied by mortgage policies relating thereto reasonably satisfactory 
to the Agent, it being understood that nothing in this Section 7.10 shall 
prevent any Domestic Subsidiary from merging with the Borrower to the extent 
permitted by Section 8.02.

          (b)  The Borrower will, and, after the Guaranty Commencement Date,
will cause the Subsidiary Guarantors to, grant to the Collateral Agent security
interests and mortgages (each a "New Mortgage") in such owned Real Property of
the Borrower and the Subsidiary Guarantors acquired (including as a result of
the merger of one or more Subsidiaries with the Borrower) after the Restatement
Effective Date (or in the case of such Subsidiary Guarantors, the date it became
a Subsidiary Guarantor) as may be requested from time to time by the Agent.
Such New 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 New
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 New Mortgages and all taxes, fees and other charges
payable in connection therewith shall have been paid in full.

          (c)  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.

                                  -38-

          (d)  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.

          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, and this covenant shall cease to be of any
force and effect once (x) the Discount Notes substantially have been paid in
full and (y) Holdings shall have delivered the Holdings Guaranty and the
Holdings Pledge Agreement.

          7.12  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, remedial or other action 
necessary to remove and clean up any Hazardous Materials from any Real 
Property owned, 

                                  -39-

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 or Peterson) 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 Restatement Effective Date, to the extent the Senior Notes
and the Discount Notes, respectively, are then outstanding or have not been
amended pursuant to a Permitted Exit Amendment):

          8.01  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.

          8.02  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, prior to the Guaranty
     Commencement Date, Naegele and Peterson) 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 or
     Peterson, as the case may be, is the surviving corporation if it is such
     other Subsidiary), or all 

                                  -40-

     or any part of its business, properties and assets may be conveyed, 
     leased, sold or transferred to the Borrower or any other Subsidiary;

          (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 Restatement
     Effective Date, shall not have generated Adjusted EBITDA of the Borrower
     during the period (taken as one accounting period) commencing on the
     Restatement Effective 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) neither Naegele nor Peterson may
     be sold or disposed of pursuant to this clause (f);

                                  -41-

          (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, prior to the Guaranty Commencement
     Date, Naegele and Peterson may be liquidated into the Borrower; and

          (i)  Permitted Acquisitions provided that after giving effect thereto
     and the related borrowings to finance same there would be no default under
     Sections 8.11 through 8.15 or 9.08(B) or (C) determined on a pro forma
     basis as if such Permitted Acquisition and the related borrowings were
     consummated on the first day of the 12-month period ending on the
     Measurement Date last to occur.

          8.03  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 Restatement Effective Date and listed on Part A of Annex VIII
     hereto, without 

                                  -42

     giving effect to any subsequent extensions or renewals thereof, (y) 
     Liens on assets of Peterson existing on the Restatement Effective Date 
     and added to Part B of Annex VIII by the Borrower and the Agent within 
     30 days after the Restatement Effective 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 Restatement Effective 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));

          (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, Naegele and/or Peterson or any
     Subsidiary Guarantor 

                                  -43-

     after the Restatement Effective 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 $5,000,000 
     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, prior
     to the Guaranty Commencement Date, Naegele or Peterson in favor of the
     Borrower;

          (o)  Liens securing Indebtedness permitted by Section 8.04(i) provided
     that such Liens attach only to the assets (or to the assets of the Person
     whose stock is being) acquired; and

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

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

          (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, prior to
     the Guaranty Commencement Date, Naegele or Peterson) to the Borrower or
     another Subsidiary other than, prior to the Guaranty Commencement Date,
     Naegele or Peterson, (ii) if prior to the Guaranty Commencement Date,
     Naegele or Peterson to the Borrower to the extent not in excess of
     $2,000,000 at any time outstanding and (iii) the Borrower to any Subsidiary
     (provided that no such Indebtedness owing to Naegele or Peterson 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, Naegele or
     Peterson, provided that the aggregate Capitalized Lease Obligations under
     all Capital Leases entered into after the Restatement Effective Date shall
     not exceed $10,000,000;

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

          (f)  Permitted Subordinated Debt and the Additional Subordinated Debt;

                                  -44-

          (g)  to the extent same has been assumed by the Borrower, Indebtedness
     evidenced by the promissory note originally executed by Holdings in favor
     of William H. Smith (the "Smith Note");

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

          (i)  Indebtedness of a Person, or secured by assets, acquired after
     the Restatement Effective Date pursuant to a Permitted Acquisition provided
     that such Indebtedness (x) existed at the time of such Permitted
     Acquisition and was not created in connection therewith or in anticipation
     thereof, (y) is not guaranteed in any respect by the Borrower or any of its
     Subsidiaries, except to the extent such Person merges into, or such assets
     are directly acquired by, the Borrower or such Subsidiary and (z) shall not
     exceed in the aggregate for all Indebtedness permitted by this clause (i)
     $5,000,000 at any time outstanding, without giving effect to any subsequent
     extension, renewal or refinancing thereof; and

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

          8.05  CAPITAL EXPENDITURES.  (a) The Borrower will not, and will not
permit any of its Subsidiaries to, incur Consolidated Capital Expenditures,
provided that the Borrower, Naegele, Peterson and any Subsidiary Guarantor may
make Consolidated Capital Expenditures (x) during the period from the
Restatement Effective Date through December 31, 1996 (taken as one accounting
period) in an aggregate amount not in excess of $3,000,000, (y) during the
fiscal year of the Borrower ended December 31, 1997, $12,000,000 and (z) 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 $5,000,000 in any fiscal year.

          (c)  In addition to the foregoing, the Borrower, Naegele, Peterson and
any Subsidiary Guarantor 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.

                                  -45-

          8.06  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 provided that such transfer shall not be
required after the Guaranty Commencement Date if the assets are held by a
Subsidiary Guarantor; and (iv) such acquired assets are expressly made subject
to the Liens created by the Security Documents.

          8.07   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
Restatement Effective 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 Restatement Effective Date (to the extent
such Section is then in effect).

          8.08  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, Subordinated Debt (once issued),
     [the Smith Note] or any other Existing Indebtedness provided that (I) the
     Borrower may Purchase Senior Notes (w) in an aggregate amount, at any time,
     equal to the Holdback Proceeds at such time, (x) in an aggregate 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 

                                  -46-

     Purchase equal to the Available Equity Amount at the time of, but 
     immediately prior to, such Purchase and (z) as otherwise consented to by 
     the Required Banks and (II) the Borrower may pay Dividends to Holdings 
     to permit it to purchase Discount Notes as provided for in Section 
     8.09(a);

          (b)  amend or modify, or permit the amendment or modification of, any
     provisions of (x) any Senior Note Documents (except for Permitted Exit
     Amendments), (y) any Subordinated Debt Documents and (z) 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, Naegele or Peterson 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, Naegele or
     Peterson.

          8.09  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 (any of the foregoing, a "Dividend"), 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) to the extent the Indebtedness evidenced by such
Note has not been assumed by the Borrower, the payment of dividends to Holdings
in an annual amount not to exceed $120,000 to fund payments of interest on the
Smith Note, (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.

                                  -47-

          (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:  (i) this
Agreement, the other Credit Documents, the RF Credit Agreement, the Senior Note
Documents, the Discount Note Indenture and the Subordinated Debt Documents (once
executed); (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 

                                  -48-

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 a Measurement Date occurring in a period set forth below to be less
than (A) the amount set forth opposite such period [plus (B) the Aggregate
Acquired EBITDA as of such Measurement Date]:

                        Period                              Amount 
                        ------                              ------

     Restatement Effective Date through
          December 30, 1997                               $57,000,000 
     December 31, 1997 through
          December 30, 1998                               $58,400,000 
     December 31, 1998 through
          December 30, 1999                               $60,750,000 
     December 31, 1999 through
          December 30, 2000                               $65,750,000 
     December 31, 2000 and
          thereafter                                      $70,500,000  

          8.13  BORROWER LEVERAGE RATIO.  Prior to the Guaranty Commencement
Date, 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 
                         ------                               -----

     Restatement Effective Date through
          December 30, 1997                                  6.00 to 1.0 
     December 31, 1997
          and thereafter                                     5.00 to 1.0

          8.14  SENIOR LEVERAGE RATIO.  On and after the Guaranty Commencement
Date, the Borrower will not permit the Senior Leverage Ratio as of any
Measurement Date 

                                  -49-

occurring in a period set forth below to be more than the ratio set forth 
opposite such period:

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

     Restatement Effective Date through
          December 30, 1997                                  5.50 to 1.0 
     December 31, 1997 through
          December 30, 1998                                  5.00 to 1.0 
     December 31, 1998 and
          thereafter                                         4.50 to 1.0

          8.15  INTEREST RATIO.  On and after the Guaranty Commencement Date,
the Borrower will not permit the ratio of (i) Adjusted EBITDA of the Borrower to
(ii) Consolidated Interest Expense of the Borrower for any twelve month period
(taken as one accounting period) ending on a Measurement Date occurring in a
period set forth below to be less than the ratio set forth opposite such period:

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

     Restatement Effective Date through
          December 30, 1997                                  1.50 to 1.0 
     December 31, 1997 through
          December 30, 1998                                  1.75 to 1.0 
     December 31, 1998 through
          December 30, 1999                                  1.85 to 1.0 
     December 31, 1999 through
          December 30, 2001                                  2.00 to 1.0 
     December 31, 2001 and
          thereafter                                         2.50 to 1.0

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

          9.01  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

          9.02  REPRESENTATIONS, ETC.  Any representation, warranty or statement
made by the Borrower herein or in any other Credit Document or in any statement
or certificate 

                                  -50-

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

          9.03  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

          9.04  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 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

          9.05  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 

                                  -51-

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

          9.06  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 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

          9.07  CREDIT DOCUMENTS.  Any Security Document or Guaranty (once
executed) shall cease to be in full force and effect (except as provided for
therein), or any Security Document 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 any Credit Party 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 Guaranty
or shall disaffirm or seek to disaffirm any Guaranty; or

          9.08  HOLDINGS.  (A) Holdings shall after the Restatement Effective
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 (except, in each case, for Permitted Exit
Amendments) or (except with the proceeds of equity contributions from Designated
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, 

                                  -52-

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 
Restatement Effective Date, (b) as expressly required by law, (c) Holdings 
issuing Capital Stock in any 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 (w) in an aggregate amount, at any 
time, equal to the Holdback Proceeds at such time, (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:

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

     Restatement Effective Date through
            June 29, 1998                                      6.50 to 1.0 
     June 30, 1998 through
            December 30, 1999                                  6.25 to 1.0 
     December 31, 1999 and
            thereafter                                         6.00 to 1.0

          (C)  At any time prior to the Guaranty Commencement Date, 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  occurring in a period set forth below is less than the ratio
set forth opposite such period:

                          Period                                    Ratio 
                          ------                                    -----
     Restatement Date through
            December 30, 1997                                     1.50 to 1.0 

                                  -53-

     December 31, 1997 through
            December 30, 1998                                     1.75 to 1.0 
     December 31, 1998 through
            December 30, 1999                                     1.85 to 1.0 
     December 31, 1999 through
            December 30, 2001                                     2.00 to 1.0 
     December 31, 2001 and
            thereafter                                            2.50 to 1.0

          (D)  Holdings shall have failed, for more than 15 days following the
Guaranty Commencement Date, to authorize and execute a guaranty agreement (as
modified, amended or supplemented in accordance with the terms thereof or
hereof, the "Holdings Guaranty") in respect of the Obligations hereunder and a
pledge agreement (as modified, amended or supplemented in accordance with the
terms thereof or hereof, the "Holdings Pledge Agreement") pledging all the
capital stock of the Borrower, all in such form as is acceptable to the Agent
and/or to deliver same to the Agent and Collateral Agent, as the case may be,
together with, in pledge under, the Holdings Pledge Agreement, the certificates
representing all the shares of the capital stock of the Borrower, accompanied by
executed and undated stock powers and such opinions of counsel relating thereto
as reasonably requested by the Agent; or

          9.09  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 

                                  -54-

same shall become, forthwith due and payable without presentment, demand, 
protest or other notice of any kind, all of which are 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:

          "A Term Commitment" shall mean, with respect to each Bank with an AR
Commitment, such Bank's obligation to convert a portion of its AR Loans
outstanding on the date of the Loan Conversion into, and to thereafter maintain
such Loans as, A Term Loans as provided in Section 1.01(B).

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

          "A Term Loan Facility" shall mean the Facility evidenced by the A Term
Loans.

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

          "Acquisition" shall mean the acquisition by the Borrower of 100% of
the outstanding capital stock of Peterson pursuant to the Acquisition Documents
provided that after giving effect to the merger contemplated by the Acquisition
Agreement and the additional mergers consummated on the Restatement Effective
Date, Peterson shall be a direct wholly-owned subsidiary of the Borrower.

          "Acquisition Agreement" shall mean the Agreement and Plan of Merger,
dated August __, 1996, among the Borrower, Universal Acquisition Corp, OAH and
the stockholders listed therein as delivered to the Banks pursuant to Section
5.01(h), 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 Mortgages," "Additional Pledge Agreement" and "Additional
Security Agreement" shall each have the meaning provided in Section 7.10.

                                  -55-

          "Additional Security Documents" shall mean and include the Additional
Pledge Agreement, Additional Security Agreement, Additional Mortgages, New
Mortgages and the Holdings Pledge Agreement.

          "Additional Subordinated Debt" shall mean subordinated debt issued by
the Borrower after it has issued $200,000,000 of Permitted Subordinated Debt,
provided that (i) the terms and conditions (other than pricing and maturities,
provided that no scheduled payment of principal shall be due and payable prior
to the Final Maturity Date) are (in the reasonable opinion of the Agent)
substantially the same as those contained in the Permitted Subordinated Debt or
are consented to by the Required Banks [and (ii) the Additional Subordinated
Debt shall not exceed $100 million in the aggregate.]

          "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 I.

          "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 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.

                                  -56-

          ["Aggregate Acquired EBITDA" shall mean, as at any Measurement Date,
an amount equal to the aggregate of 85% of the "12-month Consolidated EBITDA" of
each Person acquired by the Borrower and its Subsidiaries after the Restatement
Effective Date, with the "12-month Consolidated EBITDA" of each such Person to
be the Consolidated EBITDA of such Person for the 12 months last ended prior to
the acquisition of such Person.]

          "Agreement" shall mean this Amendment and Restatement of the
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 (x) for B Term Loans, 2% and
(y) for all other Loans, 1.75% less the Margin Reduction Discount, if any,
provided that if the Guaranty Commencement Date has not occurred prior to March
31, 1997 then the Applicable Base Rate Margin for all Loans shall increase by
 .25% on March 31, 1997, which increase shall continue in effect until such time,
if any, as the Guaranty Commencement Date occurs.

          "Applicable Eurodollar Margin" shall mean (x) for B Term Loans, 3% and
(y) for all other Loans, 2.75% less the Margin Reduction Discount, if any,
provided that if the Guaranty Commencement Date has not occurred prior to March
31, 1997, then the Applicable Eurodollar Margin for all Loans shall increase by
 .25% on March 31, 1997, which increase shall continue in effect until such time,
if any, as the Guaranty Commencement Date occurs.

          "AR Bank" shall mean a Bank hereunder to the extent it has an AR
Commitment and/or A Term Loans outstanding.

          "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.

                                  -57-

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

          "AR Maturity Date" shall mean September 30, 2003.

          "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) $212,500,000.

          "AR Termination Date" shall mean September 30, 1999 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 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.

          "ATL Repayment Percentage" shall mean the percentage obtained by
dividing (x) the aggregate principal amount of AR Loans converted into A Term
Loans pursuant to the Loan Conversion by (y) $100,000,000.

          "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, 1999) 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)(x) and (ii) the aggregate amount theretofore expended, as permitted by
Section 8.08(a)(x) or 9.08(A)(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 net cash proceeds at such time from the sale or issuance of
equity by Holdings or the Borrower after the Restatement Effective Date (other
than the Proposed Equity Issuance) not required to be utilized to repay Loans
under Section 4.02(A)(d) 

                                  -58-

(whether or not Loans are then outstanding) less (B) the sum of (x) the 
aggregate amounts theretofore expended after the Restatement Effective Date 
to Purchase Senior Notes and/or Discount Notes pursuant to Section 8.08(a)(y) 
or 9.08(A)(d)(y), as the case may be, of this Agreement plus (y) the 
aggregate of any amounts theretofore expended after the Restatement Effective 
Date pursuant to Section 8.05(c)(y) of this Agreement to the extent in excess 
of the Available ECF Amount at such time.

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

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

          "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).

          "Borrower" shall mean Universal Outdoor, Inc., an Illinois
corporation.

          "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
5.01(i)(I).

          "Borrowing" shall mean the incurrence or continuance 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 

                                  -59-

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.

          "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, 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.

          "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.

          "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 

                                   -60-

"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)
Management Investors shall cease to be the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act) of 75% or more (on a fully diluted
basis) of (x) the Common Stock beneficially owned by the Management Investors on
the Restatement Effective Date less (y) the Common Stock (not exceeding 750,000
shares) sold by Management Investors pursuant to the Proposed Equity Offering,
(iii) 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, (iv)
during any period of two consecutive years individuals who at the beginning of
such period constituted the Board of

                                      -61-

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 or (v) any 
"Change of Control" or similar term as defined in (I) prior to the repayment 
in full of the Discount Notes or Senior Notes, respectively, the Discount 
Note Indenture or the Senior Note Indenture except for any such Change of 
Control arising from the Proposed Equity Issuance and/or (II) any Permitted 
Subordinated Debt Documents.

          "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, AR Commitment and A Term Commitment, if any.

          "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 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).

                                      -62-

          "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.

          "Consolidated Interest Expense" of any Person shall mean, for any
period, total interest expense (including that attributable to Capital Leases in
accordance with

                                      -63-

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.

          "Consolidated Senior Debt" of any Person shall mean, as of any date of
determination, (x) the Consolidated Debt of such Person less (y) all Permitted
Subordinated Debt included in determining such Consolidated Debt.

          "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

                                      -64-

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 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, any documents executed in connection therewith and (once executed)
the Guaranties.

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

          "Credit Party" shall mean the Borrower and, upon compliance with the
provisions of Section 7.10(a), each Guarantor.

          "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.

          "Designated UOH Stockholders" shall mean the Management Investors,
Kelso Investment Associates V, L.P. and Kelso Equity Partners V, L.P.

          "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 Restatement
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.

                                      -65-

          "Domestic Subsidiary" shall mean a Subsidiary of the Borrower that is
organized under the laws of the United States or any state thereof.

          "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 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

                                      -66-

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.

          "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), (e), (f) or (g).

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

          "Existing Tenders" shall mean the Offers to Purchase and Consent
Solicitations of the Borrower and Holdings, respectively, in respect of the
Senior Notes and Discount Notes, respectively, that are outstanding on the
Restatement Effective Date as the same may be amended or extended.

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

                                      -67-

          "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.

          "Final Maturity Date" shall mean September 30, 2004.

          "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).

          "Guarantor" shall mean and include each Subsidiary Guarantor and
Holdings upon their execution of a Guaranty.

          "Guaranties" shall mean and include the Subsidiary Guaranty and the
Holdings Guaranty.

          "Guaranty Commencement Date" shall mean the earlier of (x) the date on
which the Senior Notes and the Discount Notes are repaid in full and (y) the
date on which the covenants contained in the Senior Notes and the Discount Notes
are amended, modified or waived to the satisfaction of (and pursuant to a debt
tender offer and exit consent satisfactory to) the Agent so as to permit the
execution of the Guaranties and the Additional Security Documents.

          "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.

                                      -68-

          "Holdback Proceeds" shall mean (A) if the Proposed Equity Issuance is
consummated prior to (or concurrently with) the issuance of Permitted
Subordinated Debt, (i) the net cash proceeds of the Proposed Equity Issuance in
an aggregate amount equal to the lesser of (x) the full amount of such net cash
proceeds and (y) the Maximum Purchase Amount at the time of the receipt of such
proceeds plus (ii) the portion, if any, of the net cash proceeds of any
Permitted Subordinated Debt issued prior to the Termination Date referred to
below equal to the excess of (x) the Maximum Purchase Amount at the time of the
consummation of the Proposed Equity Issuance over (y) the original amount of
Holdback Proceeds resulting from the Proposed Equity Issuance or (B) if the
Permitted Subordinated Debt is issued prior to earliest of (I) the date on which
the Proposed Equity Issuance is consummated, (II) the Business Day following the
termination of the Existing Tenders and (III) November 30, 1996, the portion of
the net cash proceeds of such issuance equal to the Maximum Purchase Amount on
the date of such issuance, provided that the Holdback Proceeds shall be reduced
(a) by all amounts expended after the Restatement Effective Date to Purchase
Senior Notes and Discount Notes and (b) to zero (I) in the case of the Holdback
Proceeds described in clause (A) above, on the date (the "Termination Date")
which is 50 days after the date of the consummation of the Proposed Equity
Issuance (or if earlier the date on which all Senior Notes and Discount Notes
have been repaid in full) or (II) in the case of the Holdback Proceeds described
in clause (B) above, on the date which is 20 days after the date of the issuance
of the Permitted Subordinated Debt, it being understood that all Holdback
Proceeds shall be immediately deposited in, and thereafter maintained in, an
Escrow Account maintained at the Payment Office and otherwise satisfactory to
the Agent, with the terms of the Escrow Account to provide, inter alia, that
Holdback Proceeds shall be released therefrom only (i) to fund the Purchase of
Senior Notes and Discount Notes and (ii) on the date the Holdback Proceeds are
reduced to zero as provided in clause (b) above, to repay Loans as provided for
in Section 4.02(A)(e)(ii).

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

          "Holdings Guaranty" shall have the meaning provided in Section
9.08(D).

          "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.

          "Holdings Pledge Agreement" shall have the meaning provided in Section
9.08(D).

          "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

                                      -69-

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 have the meaning provided in the
Original Credit Agreement.

          "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.

                                      -70-

          "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.

          "Loan Conversion" shall have the meaning provided in Section 1.01(B).

          "Management Agreements" shall have the meaning provided in the
Original Credit Agreement.

          "Management Investors" shall mean Daniel Simon and Brian Clingen.

          "Margin Reduction Discount" shall mean zero, provided that the Margin
Reduction Discount shall be increased to 1/4 of 1%, 1/2 of 1%, 1% or 1-1/2%, as
the case may be, as specified in clauses (i), (ii), (iii) or (iv) below, at any
time after the Restatement Effective 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 1/4 of 1% in the event
     that at the Relevant Determination Date the Modified Holdings Leverage
     Ratio is equal to or greater than 5.0 to 1 but less than 6.0 to 1;

          (ii) the Margin Reduction Discount shall be 3/4 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;

          (iii)     the Margin Reduction Discount shall be 1-1/4% 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

          (iv) the Margin Reduction Discount shall be 1-3/4% in the event that
     as at the Relevant Determination Date the Modified Holdings Leverage Ratio
     is less than 3.0 to 1.

                                      -71-

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 applicable
under either clause (i), (ii), (iii) or (iv), if any, contained in this
definition shall be applicable.

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

          "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, OAH and its Subsidiaries taken as a
whole.

          "Maximum Purchase Amount" shall mean the maximum aggregate amount that
will be expended by Holdings and the Borrower to Purchase Senior Notes and
Discount Notes (x) within 50 days after the date of the consummation of the
Proposed Equity Issuance if the Maximum Purchase Amount is to be determined at
the time of such consummation and (y) within 20 days after the date of the
issuance of Permitted Subordinated Debt if the Maximum Purchase Amount is to be
determined at such time of such issuance, in each case to equal the aggregate
principal amount of all Senior Notes and Discount Notes then outstanding plus an
amount to pay premiums in respect of such Purchases (including consent fees) as
estimated in good faith by the Borrower and agreed to by the Agent.

                                      -72-

          "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) an
amount equal to the Holdback Proceeds at such time, (y) if the Holdings Leverage
Ratio is less than 5.00 to 1.0 at the time, the Available ECF Amount at such
time plus (z) the Available Equity Amount at such time less the portion thereof
attributable to proceeds of equity issued by Holdings to the extent not
theretofore contributed as common equity to the Borrower.

          "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 5.01(i)(IV).

          "Mortgage Policies" shall have the meaning provided in the Original
Credit Agreement.

          "Mortgaged Properties" shall mean the Real Properties subject to the
Mortgages.

          "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.

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

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

                                      -73-

          "Note" shall mean and include each B Term Note, each AR Note and each
A Term 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.

          "OAH" shall mean Outdoor Advertising Holdings, Inc., a Delaware
corporation.

          "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.

          "Original Credit Agreement" shall have the meaning provided in the
first recital to this Agreement.

          "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 provided
that (x) the Holdings Leverage Ratio as of the last Measurement Date prior to
the consummation of such acquisition was less than 5.50 to 1.0 or (y) aggregate
amount expended for all such acquisitions after the Restatement Effective Date
to the extent not effected in compliance with clause (x) above or clause (z)
below does not exceed $50,000,000 or (z) 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.

                                      -74-

          "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 Exit Amendments" shall mean the exit amendments referred to
in clause (y) of the definition of Guaranty Commencement Date.

          "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.

          "Permitted Investments" shall mean (a) cash and Cash Equivalents, (b)
Investments in Naegele and/or Peterson, (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 Subordinated Debt" shall mean up to $200 million of
subordinated debt of the Borrower as contemplated by the "red herring"
prospectus dated September 25, 1996 relating to subordinated debt of the
Borrower and issued on the terms and conditions described in such prospectus or
otherwise on terms and conditions reasonably satisfactory to the Required Banks.

          "Permitted Subordinated Debt Documents" shall mean all indentures,
agreements, notes and other instruments governing or evidencing Permitted
Subordinated Debt, all of which shall be reasonably satisfactory to the Agent.

                                      -75-

          "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.

          "Peterson" shall mean Peterson Outdoor Advertising Corp., a Delaware
corporation, and shall include the surviving corporation of a merger between OAH
(as the survivor of the Merger referred to in the Acquisition Agreement) and
Peterson to be effected on or prior to the Restatement Effective Date.

          "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 and once executed the Additional Pledge Agreement and the
Holdings Pledge Agreement.

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

                                      -76-

          "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.

          "Proposed Equity Issuance" shall mean the issuance by Holdings of
Common Stock of Holdings as contemplated by the "red herring prospectus" dated
September 25, 1996 relating to Common Stock of Holdings, provided that, if the
Permitted Subordinated Debt has not yet then been issued, such issuance occurs
on or prior to November 30, 1996.

          "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).

          "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.

                                      -77-

          "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 180 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).

          "Restatement Effective Date" shall have the meaning provided in
Section 5.01.

          "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.

                                      -78-

          "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 Amendment and Restatement dated
as of the date hereof to the Revolving Credit Agreement among the Borrower, the
Banks, LaSalle as Co-Agent and BTCo as Agent providing for the revolving credit
specified therein, as in effect on the Restatement Effective 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
5.01(i)(II).

          "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, once executed, each Additional Security Document,
if any.

          "Senior Leverage Ratio" shall mean, at any Measurement Date, the ratio
of (x) Consolidated Senior 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.

          "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
Restatement 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 Restatement
Effective Date and as the same may be modified, amended or supplemented from
time to time in accordance with the terms hereof and thereof.

                                      -79-

          "Senior Notes" shall mean the 11% Senior Notes due 2003 issued by the
Borrower under the Senior Note Indenture, as in effect on the Restatement
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 the
Original Credit Agreement.

          "Smith Note" shall have the meaning provided in Section 8.04(g).

          "Subordinated Debt" shall mean and include the Permitted Subordinated
Debt and the Additional Subordinated Debt, in each case once issued.

          "Subordinated Debt Documents" shall mean and include the Permitted
Subordinated Debt Documents and the execution version of all indentures,
agreements, notes and instruments governing, or evidencing Additional
Subordinated Debt.

          "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.

          "Subsidiary Guarantor" shall mean each Subsidiary (x) that executes
and delivers a Subsidiary Guarantor pursuant to Section 7.10(a) and (y) each
Domestic Subsidiary created after the Section 7.10(a) actions are taken that
executes and delivers a counterpart of the Subsidiary Guaranty, provided that at
such time such Subsidiary also takes the other actions that it would have been
required to take under Section 7.10(a) if it were a Subsidiary on the Guaranty
Commencement Date.

          "Subsidiary Guaranty" shall have the meaning provided in Section
7.10(a).

          "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 Restatement Effective Date and (y) the date upon which the Agent
determines in

                                      -80-

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.

          "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 Restatement Effective Date and as the same may be
modified with the consent of the Required Banks.

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

          "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 Loans" shall mean and include the A Term Loans and the B Term
Loans.

          "Tested Borrowing" shall mean any incurrence of AR Loans after the
Restatement Effective 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 Restatement Effective Date, (y) still outstanding and (z) not included in
establishing an earlier Tested Borrowing), equal or exceed $1,000,000.

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

          "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 A Term Commitment,
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.

                                      -81-

          "Transaction" shall mean and include (i) the Acquisition, (ii) the
entering into and borrowing under the RF Credit Agreement and (iii) the entering
into and borrowing under this Agreement.

          "Transaction Documents" shall mean the Acquisition Documents, 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.

          "UOH Pledge Agreement" shall have the meaning provided in Section
5.01(i)(III).

          "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.

          11.01  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

                                      -82-

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.

          11.02  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.

          11.03  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 (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,

                                      -83-

the Borrower and its Subsidiaries or the existence or possible existence of 
any Default or Event of Default.

          11.04  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).

          11.05  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.

          11.06  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.

          11.07  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

                                      -84-

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.

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

          11.09  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.

          SECTION 12.  MISCELLANEOUS.

          12.01  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

                                      -85-

(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).

          12.02  RIGHT OF SETOFF.  In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, 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 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

                                      -86-

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.

          12.03  NOTICES.  Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered, if to the Borrower, at
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.

          12.04  BENEFIT OF AGREEMENT.  (a)  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto, provided 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
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.

                                      -87-

          (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 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 (other than assignments of
the B Term Loans) must be PRO RATA between the A Term Loans, if any, 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 K (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) 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
of A Term Loans and/or AR Loans and AR Commitments 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
A Term Loans, AR Loans and AR Commitment being assigned by it hereunder.

                                      -88-

          (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.

          12.05  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.

          12.06  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 

                                      -89-

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 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.

          12.07  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.

          12.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL.  (a)  This Agreement and the other Credit Documents and the rights
and obligations of the parties hereunder and thereunder shall be construed in
accordance with and be governed by the law of the state of New York.  Any legal
action or 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

                                      -90-

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 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.

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

          12.10  EXECUTION.  This Agreement shall be deemed executed by all
parties when 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, the AR Maturity Date or AR Termination Date, as the case may be (it being
understood that any waiver of the application of any

                                      -91-

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 the Loan 
Conversion or of a 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

                                      -92-

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.

          12.16  SPECIAL AMENDMENTS.  The parties hereto agree that, upon the
occurrence of the Guaranty Commencement Date and the execution and delivery of
the Holdings Guaranty and the Holdings Pledge Agreement, this Agreement will be
modified with the consent of the Borrower, the Required Banks under and as
defined in the RF Credit Agreement and the Required Banks hereunder to (x)
incorporate herein the Total Revolving Commitment as defined in the RF Credit
Agreement, (y) incorporate herein any representation, covenant or event of
default in the RF Credit Agreement not contained herein and (z) otherwise make
such changes as appropriate to reflect the incorporation of such Total Revolving
Commitment herein (e.g., to the definition of Required Banks to reflect same)
and to eliminate the restrictions imposed on the Borrower and its Subsidiaries
by the Senior Notes and/or Discount Notes and upon such amendment the RF Credit
Agreement shall terminate.

                                      -93-

           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:
Fax  No.: (312) 644-8071              ------------------------------
                                      Name:
                                      Title:

                              BANKERS TRUST COMPANY,
                                Individually and as Agent

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

                              LA SALLE NATIONAL BANK,
                                Individually and as Agent

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

                              BANK OF AMERICA ILLINOIS

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

                              FIRST NATIONAL BANK OF BOSTON

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

                              UNION BANK

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

                                                                         ANNEX I

                                   COMMITMENTS

                               Term           AR
           Bank                Commitment     Commitment
           ----                ----------     ----------

     Bankers Trust
     Company

     La Salle National
     Bank

                               -----------    ------------
           Total:              $75,000,000    $212,500,000
                               -----------    ------------
                               -----------    ------------

                                                                        ANNEX II

                                 BANK ADDRESSES

Bankers Trust Company                   130 Liberty Street
                                        New York, New York  10006
                                        Attention:  Dana Klein
                                        Tel. No.:  (212) 250-1724
                                        Fax  No.:  (212) 250-7218

La Salle National Bank                  120 South LaSalle Street
                                        Chicago, Illinois  60603
                                        Attention:  Jeffrey D. Steele
                                        Tel. No.:  (312) 904-2721
                                        Fax  No.:  (312) 904-4364

                                                                       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

                              FIRST NATIONAL BANK OF BOSTON

                              By
                                Name:
                                Title: 

Basic Info X:

Name: ACQUISITION CREDIT AGREEMENT
Type: Credit Agreement
Date: Oct. 9, 1996
Company: UNIVERSAL OUTDOOR HOLDINGS INC
State: Delaware

Other info:

Date:

  • October
  • March 29 , 1996
  • last Business Day
  • February
  • June 30 , 1997
  • September 30 , 1997
  • March 31 , 1998
  • September 30 , 1998
  • March 31 , 1999
  • June 30 , 1999
  • March 30 , 2001
  • December 31 , 2003
  • March 31 , 2004
  • March 31 , 2000
  • June 30 , 2000
  • September 30 , 2000
  • March 31 , 2001 $ 13,281,250 June 30 , 2001
  • September 30 , 2001
  • March 31 , 2002 $ 14,609,375 June 30 , 2003
  • December 31 , 2002
  • March 31 , 2003 $ 14,609,375 June 30
  • August 21 , 1996
  • August 31 , 1996
  • December 31 , 1994
  • June 30 , 1996
  • Banks no later than 10 days after the later
  • March 31 , June 30 , September 30
  • December 31 , 1996
  • December 30 , 2000
  • December 31 , 2000
  • June 29 , 1998
  • June 30 , 1998
  • December 30 , 1997
  • December 31 , 1997
  • December 30 , 1998
  • December 31 , 1998
  • December 30 , 1999
  • December 30 , 2001
  • December 31 , 2001
  • March 31 , 1997
  • September 30 , 2003
  • September 30 , 1999
  • December 31 , 1999
  • Saturday
  • Sunday
  • last 12 month
  • September 30 , 2004
  • March 22 , 1995
  • 30th day following the end of the fiscal month
  • last day of each fiscal quarter
  • last day of the last month
  • September 25 , 1996
  • November 30 , 1996
  • November 18 , 1993
  • 20th Business Day
  • December 31 , 1995
  • 1633 Broadway

Organization:

  • Terms of Credit
  • 1.03 Notice of Borrowing
  • Pro Rata Borrowings
  • 1.09 Interest Periods
  • 1.12 Change of Lending Office
  • 2.01 Replacement of Banks
  • 3.02 Voluntary Reduction of Commitments
  • 3.03 Mandatory Adjustments of Commitments
  • Place of Payment
  • Corporate Power and Authority
  • 6.10 Financial Condition ; Financial Statements
  • Warranties in Transaction Documents
  • Consummation of Transaction
  • 6.20 Labor Relations
  • Fiscal Years ; Fiscal Quarters
  • 8.11 Fixed Charge Coverage Ratio
  • Borrower Leverage Ratio
  • 8.15 Interest Ratio
  • 9.04 Default Under Other Agreements
  • 9.07 Credit Documents
  • 11.02 Nature of Duties
  • 11.03 Lack of Reliance
  • Opinion of White & Case
  • AR Commitment of such Bank
  • e Each 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
  • Reinvestment Prepayment Date
  • AR Termination Date
  • Minimum Borrowing Amount
  • Winston & Strawn
  • Security Agreement Collateral
  • Credit Party of the Transaction Documents
  • Price Waterhouse LLP
  • Acquisition Agreement of OAH
  • Each of Holdings
  • National Labor Relations Board
  • Default or Event of Default
  • Borrower or Holdings
  • Securities and Exchange Commission
  • Internal Revenue Service
  • Borrower Pledge Agreement
  • 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
  • Universal Acquisition Corp
  • Acquisition Credit Agreement
  • Federal Funds Effective Rate
  • Universal Outdoor , Inc.
  • Standard & Poor 's Corporation
  • Moody 's Investors Service
  • Bank or Approved Bank
  • Comprehensive Environmental Response
  • Board of Directors of Holdings
  • Change of Control
  • Consolidated Net Income
  • Consolidated Interest Expense
  • Kelso Equity Partners
  • Initial Borrowing Date
  • Federal Reserve Bank of New York
  • Additional Security Documents
  • Proposed Equity Issuance
  • Universal Outdoor Holdings , Inc.
  • EBITDA of Holdings
  • Kelso & Company
  • LaSalle National Bank
  • Relevant Determination Date the Modified Holdings Leverage Ratio
  • Maximum Purchase Amount
  • Available Equity Amount
  • Relevant Measurement Date
  • Naegele Outdoor Advertising Company
  • Outdoor Advertising Holdings , Inc.
  • Pension Benefit Guaranty Corporation
  • definition of Guaranty Commencement Date
  • Kelso Investment Associates
  • Peterson Outdoor Advertising Corp.
  • Holdings of Common Stock of Holdings
  • Board of Governors of the Federal Reserve System
  • Anticipated Reinvestment Amount
  • Margin Reduction Discount
  • Consolidated Debt of Holdings
  • Original Credit Agreement
  • Permitted Subordinated Debt Documents
  • Restatement Effective Date
  • Statement of Financial Accounting Standards No
  • Southern District of New York
  • CT Corporation System
  • Final Maturity Date
  • AR Maturity Date
  • Holdings Pledge Agreement
  • RF Credit Agreement
  • Total Revolving Commitment
  • LA SALLE NATIONAL BANK
  • AR Bank Commitment Commitment
  • Salle National Bank 120 South LaSalle Street Chicago

Location:

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

Money:

  • $ 287,500,000
  • $ 187,500
  • $ 375,000
  • $ 14,609,375
  • $ 4,166,666 $ 4,166,682
  • $ 57 million
  • $ 150,000
  • $ 2,000,000
  • $ 65,000,000
  • $ 10,000,000
  • $ 3,000,000
  • $ 12,000,000
  • $ 120,000
  • $ 250,000
  • $ 3.0 million
  • $ 1.0 billion
  • $ 70,500,000
  • $ 2,500,000
  • $ 200,000,000
  • $ 100 million
  • $ 100,000,000
  • $ 500,000,000
  • $ 50,000,000
  • $ 200 million
  • $ 1,000,000
  • $ 5,000,000
  • $ 3,500
  • $ 75,000,000 $ 212,500,000

Person:

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

Time:

  • 1:00 P.M.

Percent:

  • 15 %
  • 105 %
  • 10 %
  • 85 %
  • 1.75 %
  • 2.75 %
  • .25 %
  • 30 %
  • 100 %
  • 1-12 %
  • 1-14 %
  • 1-34 %
  • 11 %
  • 50 %
  • 23 %