1 EXHIBIT 2.2 CREDIT AGREEMENT Dated as of August 31, 1995 As Amended and Restated as of October 31, 1996

1
EXHIBIT 2.2

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$240,000,000

CREDIT AGREEMENT

Dated as of August 31, 1995

As Amended and Restated
as of October 31, 1996

Among

GARDEN STATE NEWSPAPERS, INC.,

THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF
(including BANKERS TRUST COMPANY,
as Documentation Agent)

and

THE BANK OF NEW YORK,
(including in its capacity as Administrative
and Syndication Agent)
as Agent

Arranged by
BNY Capital Markets, Inc.

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2
TABLE OF CONTENTS

Page
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ARTICLE 1

CREDIT FACILITY

Section 1.01. Commitment to Lend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) Term Loans.
(i) Term A Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(ii) Term B Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) RC Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(i) RC A Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(ii) RC B Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(c) Swing Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(d) Type of Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.02. Manner of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.03. Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.04. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(a) Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(b) Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(c) Conversion and Continuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(d) Maximum Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.05. Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(a) Term A Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(b) Term B Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(c) RC A Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(d) RC B Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(e) Swing Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(f) Drawings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1.06. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(a) Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(b) Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(c) Application and Timing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(d) Reborrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 1.07. Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 1.08. Reduction and Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(a) Optional Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 17
(b) Mandatory Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1.09. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(a) Commitment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(b) Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 1.10. Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 1.11. Evidence of Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 1.12. Payments by the Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(a) Time, Place and Manner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

(b) No Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(c) Authorization to Charge Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(d) Extension of Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 1.13. Distribution of Payments by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 1.14. Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 2

CONDITIONS TO EFFECTIVENESS;
CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 2.01. Conditions to Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.02. Conditions to Each Loan and Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE 3

CERTAIN REPRESENTATIONS AND WARRANTIES

Section 3.01. Organization; Power; Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.02. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.03. Authorization; Enforceability; Required Consents; Absence of Conflicts; Thomson
Acquisition Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 3.04. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 3.05. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.06. Burdensome Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.07. No Adverse Change or Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.08. Additional Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.09. Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 3.10. Substance Release and Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 3.11. Senior Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 4

CERTAIN COVENANTS

Section 4.01. Preservation of Existence and Properties, Scope of Business, Compliance with Law, Payment of
Taxes and Claims, Preservation of Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.02. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.03. Additional Subsidiaries and Acquired Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.04. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.05. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.06. Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.07. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.08. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.09. Merger or Consolidation, Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.10. Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.11. Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.12. Operating Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.13. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Section 4.14. Taxes of Other Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.15. Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.16. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.17. Limitation on Restrictive Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.18. Issuance or Disposition of Capital Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.19. Substance Storage and Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 4.20. Management Agreement; Tax Sharing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 4.21. Certain Restrictions with respect to Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . 38
Section 4.22. Ratio of Consolidated Debt to Operating Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 4.23. Ratio of Consolidated Senior Debt to Operating Cash Flow . . . . . . . . . . . . . . . . . . . . . . 39
Section 4.24. Pro Forma Interest Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 4.25. Pro Forma Debt Service Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 4.26. Fixed Charge Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 4.27. Interest Rate Protection Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 5

INFORMATION

Section 5.01. Information to Be Furnished . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
(a) Quarterly Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
(b) Monthly Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
(c) Year End Financial Statements; Accountants' Certificate . . . . . . . . . . . . . . 41
(d) Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(e) Reports and Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(f) Requested Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(g) Notice of Defaults, Material Adverse Changes and Other Matters . . . . . . . . . . . 43
Section 5.02. Accuracy of Financial Statements and Information . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(a) Historical Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(b) Future Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(c) Historical Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(d) Future Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 5.03. Additional Covenants Relating to Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
(a) Accounting Methods and Financial Records . . . . . . . . . . . . . . . . . . . . . . 45
(b) Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
(c) Visits, Inspections and Discussions . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 5.04. Authorization of Third Parties to Deliver Information and Discuss Affairs . . . . . . . . . . . . . 46

ARTICLE 6

DEFAULT

Section 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 6.02. Remedies Upon Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 7

ADDITIONAL CREDIT FACILITY PROVISIONS

Section 7.01. Mandatory Suspension and Conversion of Eurodollar Rate Loans . . . . . . . . . . . . . . . . . . . . 51
Section 7.02. Regulatory Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 7.03. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 7.04. Certain Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 7.05. Change of Lending Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE 8

THE AGENT

Section 8.01. Appointment and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 8.02. Limitation on Agent's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 8.03. Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 8.04. Rights as a Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 8.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 8.06. Non Reliance on Agent and Other Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 8.07. Execution and Amendment of Loan Documents on Behalf of the Banks . . . . . . . . . . . . . . . . . . 56
Section 8.08. Resignation of the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE 9

MISCELLANEOUS

Section 9.01. Notices and Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
(a) Notices and Materials Other than Collateral . . . . . . . . . . . . . . . . . . . . 57
(b) Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 9.02. Expenses; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 9.03. Amounts Payable Due Upon Request for Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 9.04. Remedies of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 9.05. Rights Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 9.06. Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 9.07. Amendments; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 9.08. Set Off; Suspension of Payment and Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 9.09. Sharing of Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 9.10. Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
(a) Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
(b) Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 9.11. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 9.12. Judicial Proceedings; Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 9.13. LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 9.14. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 9.15. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 9.16. Survival of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 9.17. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 9.18. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 9.19. Cash Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE 10

INTERPRETATION

Section 10.01. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 10.02. Other Interpretive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 10.03. Accounting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 10.04. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 10.05. Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 10.06. Interpretation of Related Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

Annex A Banks, Lending Offices, Notice Addresses and Commitments
Annex B List of Mortgaged Properties
Schedule 1.02 Notice of Borrowing or Issuance of Letter of Credit
Schedule 1.04(c)(iv) Notice of Conversion or Continuation
Schedule 1.06(a) Notice of Prepayment
Schedule 2.01(a)(i) Certificate as to Resolutions, etc.
Annex A Resolutions of Board of Directors
Schedule 2.01(a)(iv) Opinions of Counsel For The Loan Parties
Schedule 2.01(a)(vi) Opinion of Counsel For the Agent
Schedule 3.02 Schedule of Subsidiaries
Schedule 3.03 Schedule of Required Consents and Governmental Approvals
Schedule 3.05 Schedule of Material Litigation
Schedule 3.08 Schedule of Additional Material Adverse Facts
Schedule 3.10 Schedule of Environmental Liabilities
Schedule 4.05 Schedule of Existing Debt
Schedule 4.06 Schedule of Existing Guaranties
Schedule 4.07 Schedule of Existing Liens
Schedule 4.15 Schedule of Existing Benefit Plans
Schedule 4.17 Schedule of Permitted Restrictive Covenants
Schedule 5.01(d) Certificate as to Financial Statements and Defaults
Schedule 5.02(a) Schedule of Historical Financial Information
Schedule 9.10(a) Notice of Assignment
Schedule 10.01 Expense Savings Adjustments to Operating Cash Flow
Exhibit A-1 Note
Exhibit A-2 Swing Note
Exhibit B Security Agreement
Exhibit C Guaranty Agreement
Exhibit D Pledge Agreement
Exhibit E Mortgage

CREDIT AGREEMENT

Dated as of August 31, 1995

As Amended and Restated as of October 31, 1996

GARDEN STATE NEWSPAPERS, INC., a Delaware corporation, the
BANKS listed on the signature pages hereof (including Bankers Trust Company, as
Documentation Agent), and THE BANK OF NEW YORK, as Agent (including in its
capacity as Administrative and Syndication Agent), agree that the Credit
Agreement among them dated as of August 31, 1995 shall be amended and restated,
effective, subject to the conditions to effectiveness set forth in Section
2.01, as of the Restated Agreement Date, to read in its entirety as follows
(with certain terms used herein being defined in Article 10):

ARTICLE 1

CREDIT FACILITY

Section 1.01. Commitment to Lend. (a) Term Loans. (i)
Term A Loans. Upon the terms and subject to the conditions of this Agreement,
each Bank agrees to make, on the Restated Agreement Date, a Term A Loan to the
Borrower in a principal amount not exceeding such Bank's Term A Commitment.
The aggregate amount of the Term A Commitments on the Restated Agreement Date
is $15,000,000. Upon the effectiveness of the amendment and restatement of
this Agreement as of the Restated Agreement Date, (A) all outstanding Term
Loans (as defined in this Agreement prior to such amendment and restatement) of
each Bank shall be deemed to be outstanding Term A Loans hereunder and (B) in
order to reallocate such outstanding Term A Loans among the Banks to reflect
the Term A Commitments of such Banks after giving effect to such amendment and
restatement, Bankers Trust Company shall sell and assign to The Bank of New
York, and The Bank of New York shall purchase and assume from Bankers Trust
Company, all right, title and interest in $178,571.43 of its outstanding Term A
Loans.

(ii) Term B Loans. Upon the terms and subject to the
conditions of this Agreement, each Bank agrees to make, on the Restated
Agreement Date, a Term B Loan to the Borrower in a principal amount not
exceeding such Bank's Term B Commitment. The aggregate amount of the Term B
Commitments on the Restated Agreement Date is $76,000,000.
8
(b) RC Loans. (i) RC A Loans. Upon the terms and subject
to the conditions of this Agreement, each Bank agrees to make, from time to
time during the period from the Restated Agreement Date to but excluding the RC
A Maturity Date, one or more RC A Loans to the Borrower in an aggregate unpaid
principal amount not exceeding at any time such Bank's RC A Commitment at such
time. The aggregate amount of the RC A Commitments on the Restated Agreement
Date is $122,000,000.

(ii) RC B Loans. Upon the terms and subject to the
conditions of this Agreement, each Bank agrees to make, from time to time
during the period from the Restated Agreement Date to but excluding the RC B
Maturity Date, one or more RC B Loans to the Borrower in an aggregate unpaid
principal amount not exceeding at any time such Bank's RC B Commitment at such
time minus the sum of (A) the aggregate amount of such Bank's Letter of Credit
Participations at such time and (B) such Bank's Swing Loan Percentage of the
aggregate principal amount of the Swing Loans outstanding at such time. The
aggregate amount of the RC B Commitments on the Restated Agreement Date is
$27,000,000. Upon the effectiveness of the amendment and restatement of this
Agreement as of the Restated Agreement Date, (1) all outstanding RC Loans (as
defined in this Agreement prior to such amendment and restatement) of each Bank
shall be deemed to be outstanding RC B Loans hereunder and (2) in order to
reallocate such outstanding RC B Loans among the Banks to reflect the RC B
Commitments of such Banks after giving effect to such amendment and
restatement, Bankers Trust Company shall sell and assign to The Bank of New
York, and The Bank of New York shall purchase and assume from Bankers Trust
Company, all right, title and interest in $64,285.71 of its RC B Loans.

(c) Swing Loans. (i) Upon the terms and subject to the
conditions of this Agreement, the Swing Loan Lender agrees to make, from time
to time from the Restated Agreement Date to but excluding the RC B Maturity
Date, one or more Swing Loans to the Borrower in an aggregate unpaid principal
amount not exceeding at any time the lesser of (A) the aggregate amount of the
RC B Commitments at such time minus the sum of the aggregate unpaid principal
amount of all RC B Loans and Swing Loans outstanding at such time and the
aggregate amount of the Letter of Credit Participations outstanding at such
time and (B) $5,000,000. All Swing Loans shall be in an amount not less than
$100,000 and shall be in an integral multiple of $50,000 and shall be made and
maintained as Base Rate Loans. All Swing Loans shall be disbursed by the Swing
Loan Lender in Dollars in funds immediately available to the Borrower by credit
to an account of the Borrower at the Swing Loan Lender's Domestic Lending
Office, or in such other manner as may have been specified in the applicable
notice of borrowing and as shall be acceptable to the Swing Loan Lender, on the
day requested, if such request is received not later than 2:00 p.m. (New York
time) on such day, and if received thereafter on any Business Day, on the next
Business Day. Each request by the Borrower for the making of

-2-
9
Swing Loans shall constitute a Representation and Warranty by the Borrower as
of the time of the making of such Swing Loans that the conditions specified in
Sections 2.02(b) and (c) have been fulfilled at such time. Upon the
effectiveness of the amendment and restatement of this Agreement as of the
Restated Agreement Date, all outstanding Swing Loans (as defined in this
Agreement prior to such amendment and restatement) shall be deemed to be Swing
Loans hereunder.

(ii) Upon demand made to all of the Banks by the Swing
Loan Lender, which demand may be made before or after a Default (including a
Default arising under Section 1.05(e)), but subject to the provisions of
Section 1.01(c)(iii), each Bank (other than the Swing Loan Lender) shall
irrevocably and unconditionally purchase from the Swing Loan Lender, without
recourse or warranty, an undivided interest and participation in the Swing
Loans then outstanding, by paying to the Swing Loan Lender, without reduction
or deduction of any kind, including but not limited to reductions or deductions
for set-off, recoupment or counterclaim, in Dollars immediately available to
the Swing Loan Lender at the Swing Loan Lender's Domestic Lending Office, an
amount equal to such Bank's Swing Loan Percentage of the principal amount of
all Swing Loans then outstanding, and thereafter, except as otherwise provided
in the second succeeding sentence, the Banks' respective interests in such
Swing Loans, and the remaining interest of the Swing Loan Lender in such Swing
Loans, shall in all respects be treated as RC B Loans under this Agreement, but
such Swing Loans shall continue to be evidenced by the Swing Note, and shall
continue to be due and payable by the Borrower in accordance with Section
1.05(e). If any Bank does not pay any amount which it is required to pay after
giving effect to the provisions of Section 1.01(c)(iii) forthwith upon the
Swing Loan Lender's demand therefor, the Swing Loan Lender shall be entitled to
recover such amount on demand from such Bank, together with interest thereon,
at the Federal Funds Rate for the first three Business Days, and thereafter at
the Base Rate, for each day from the date of such demand, if made prior to 2:00
p.m. (New York time) on any Business Day, and if made thereafter on any
Business Day, or made on any day that is not a Business Day, from the next
Business Day following the date of such demand, until the date such amount is
paid to the Swing Loan Lender by such Bank. If such Bank does not pay such
amount forthwith upon the Swing Loan Lender's demand therefor, and until such
time as such Bank makes the required payment, the Swing Loan Lender's remaining
interest in the applicable Swing Loan shall continue to include the amount of
such unpaid participation obligation.

(iii) No Bank shall be obligated to purchase a
participation in any Swing Loan unless (A) the Swing Loan Lender believed in
good faith that the conditions specified in Sections 2.02(b) and (c) were
satisfied at the time such Swing Loan was made or (B) such Bank had actual
knowledge, by receipt of information furnished to it pursuant to Section
5.01(g) hereof,

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10
or otherwise, that any such condition had not been satisfied and failed to
notify the Swing Loan Lender in a writing received by the Swing Loan Lender one
Business Day prior to the time that it made such Swing Loan that the Swing Loan
Lender was not authorized to make such Swing Loan or (C) the satisfaction of
such condition that was not satisfied had been waived in accordance with the
provisions of this Agreement.

(d) Type of Loans. Subject to Section 1.07 and the other
terms and conditions of this Agreement, the Loans may, at the option of the
Borrower, be made as, and from time to time continued as or converted into,
Base Rate or Eurodollar Rate Loans of any permitted Type, or any combination
thereof.

Section 1.02. Manner of Borrowing. (a) The Borrower shall
give the Agent notice (which shall be irrevocable) no later than 10:00 a.m.
(New York time) on, in the case of Base Rate Loans (other than Swing Loans),
the Business Day before the requested date for the making of such Loans and, in
the case of Eurodollar Rate Loans, the third Eurodollar Business Day before the
requested date for the making of such Loans; provided, that no Eurodollar Rate
Loan shall be made on or before the earlier of the date that is 90 days
following the Restated Agreement Date and the date on which the general
syndication of the credit facility provided for herein is completed, as
specified by The Bank of New York and Bankers Trust Company, other than
Eurodollar Rate Loans having a one-month Interest Period. Each such notice
shall be in the form of Schedule 1.02 and shall specify (i) whether the
requested Loans are Term A Loans, Term B Loans, RC A Loans or RC B Loans, (ii)
the requested date for the making of the requested Loans, which shall be, in
the case of Base Rate Loans, a Business Day and, in the case of Eurodollar Rate
Loans, a Eurodollar Business Day, (iii) the Type or Types of Loans requested
and (iv) the amount of each such Type of Loan, which amount shall be not less
than, in the case of Base Rate Loans, $500,000 or an integral multiple of
$100,000 in excess thereof and, in the case of Eurodollar Rate Loans,
$1,000,000 or an integral multiple of $250,000 in excess thereof, or the
aggregate amount of the applicable unused Commitments, as the case may be.
Upon receipt of any such notice, the Agent shall promptly notify each Bank of
the contents thereof and of the amount and Type of each Loan to be made by such
Bank on the requested date specified therein.

(b) Not later than 11:00 a.m. (New York time) on each
requested date for the making of Loans (other than Swing Loans), each Bank
shall make available to the Agent, in Dollars in funds immediately available to
the Agent at the Agent's Office, the Loans to be made by such Bank on such
date. Any Bank's failure to make any Loan to be made by it on the requested
date therefor shall not relieve any other Bank of its obligation to make any
Loan to be made by such other Bank on such date, but such other Bank shall not
be liable for such failure.

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11
(c) Unless the Agent shall have received notice from a Bank
prior to 10:00 a.m. (New York time) on the requested date for the making of any
Loans that such Bank will not make available to the Agent the Loans requested
to be made by such Bank on such date, the Agent may assume that such Bank has
made such Loans available to the Agent on such date in accordance with Section
1.02(b) and the Agent in its sole discretion may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount
on behalf of such Bank. If and to the extent such Bank shall not have so made
available to the Agent the Loans requested to be made by such Bank on such date
and the Agent shall have so made available to the Borrower a corresponding
amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent
such corresponding amount together with interest thereon, for each day from the
date such amount shall have been so made available by the Agent to the Borrower
until the date such amount shall have been repaid to the Agent, at the Federal
Funds Rate until (and including) the third Business Day after demand is made
and thereafter at the Base Rate. If such Bank does not pay such corresponding
amount promptly upon the Agent's demand therefor, the Agent shall promptly
notify the Borrower and such Borrower shall immediately repay such
corresponding amount to the Agent together with accrued interest thereon at the
applicable rate or rates provided in Section 1.04(a).

(d) All Loans made available to the Agent in accordance with
Section 1.02(b) or Section 1.02(c) shall be disbursed by the Agent not later
than 1:00 p.m. (New York time) on the requested date therefor in Dollars in
funds immediately available to the Borrower by credit to an account of such
Borrower at the Agent's Office or in such other manner as may have been
specified in the applicable notice and as shall be acceptable to the Agent.

Section 1.03. Letters of Credit. (a) Upon the terms and
subject to the conditions of this Agreement, the Issuing Bank shall, from time
to time during the period from the Restated Agreement Date through the tenth
Business Day preceding the RC B Maturity Date, issue one or more Letters of
Credit for the account of the Borrower; provided, that the aggregate principal
amount of all Letter of Credit Participations shall not exceed at any time the
lesser of (A) the aggregate amount of the RC B Commitments at such time minus
the aggregate unpaid principal amount of all RC B Loans and Swing Loans
outstanding at such time and (B) the LC Commitment at such time. Each Letter
of Credit shall be in a form and shall contain such terms as shall be
reasonably satisfactory to the Issuing Bank. Upon the effectiveness of the
amendment and restatement of this Agreement as of the Restated Agreement Date,
all outstanding Letters of Credit (as defined in this agreement prior to such
amendment and restatement) shall be deemed to be Letters of Credit issued
hereunder.

-5-
12
(b) Each Letter of Credit shall be denominated only in
Dollars and shall expire on or before the first anniversary of the issuance
thereof (provided, that, any Letter of Credit may include terms that provide
for the automatic renewal thereof for successive one-year periods so long as
such terms include a provision whereby the Issuing Bank shall be entitled to
elect that any such renewal shall not occur if the conditions set forth in
Section 2.02(b) and (c) could not be fulfilled at such time, and the Issuing
Bank shall give notice of such election to the beneficiary thereof) and in any
event not later than the fifth Business Day preceding the RC B Maturity Date.
Any extension of the expiry date, or automatic renewal, of a Letter of Credit
to a date beyond the first anniversary of the issuance thereof shall constitute
an "issuance" of such Letter of Credit for all purposes hereof on, in the case
of any such extension, the date on which such extension shall have been granted
and, in the case of any such automatic renewal, on the tenth Business Day
preceding the last day on which the Issuing Bank is entitled to give notice of
its election that any such renewal shall not occur.

(c) Letters of Credit shall be issued only on a Business
Day, and shall be used for the corporate purposes of the Borrower or the
Subsidiaries.

(d) The Borrower shall request the issuance of a Letter
of Credit by furnishing to the Agent and the Issuing Bank, at least five
Business Days before the requested date of such issuance, notice thereof in the
form of Schedule 1.02 or such other notice as shall be reasonably satisfactory
to the Issuing Bank (and, in the case of any such notice, the Borrower shall be
deemed to have made the Representation and Warranty with respect to such
issuance provided for in the final paragraph of the form of notice set forth in
Schedule 1.02).

(e) Upon the date of issuance of a Letter of Credit, the
Issuing Bank shall be deemed to have granted to each Participating Bank (other
than the Issuing Bank), and each Participating Bank (other than the Issuing
Bank) shall be deemed to have acquired from the Issuing Bank without further
action by any party hereto, a participation in such Letter of Credit and any
Drawings that may at any time be made thereunder, to the extent of such Bank's
Participating Bank Percentage thereof.

(f) The Issuing Bank shall promptly notify the Borrower
of its receipt of each Drawing request with respect to a Letter of Credit,
stating the date and amount of the Drawing requested thereby and the date and
amount of each Drawing disbursed pursuant to such request. The failure of the
Issuing Bank to give, or delay in giving, any such notice shall not release or
diminish the obligations hereunder of the Borrower in respect of such Drawing.

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13
(g) The Borrower shall, on the day it receives notice of
each Drawing, if such notice is received prior to 10:00 a.m. (New York time) on
such day, and on the Business Day following the day it receives such notice, if
such notice is received after 10:00 a.m. (New York time) on such day, reimburse
such Drawing by paying to the Issuing Bank in immediately available funds the
amount of the payment made by the Issuing Bank with respect to such Drawing,
together with interest thereon at a rate per annum equal to the Base Rate as in
effect from time to time plus the applicable Base Rate Margin until the day
such reimbursement is made if such Drawing is not reimbursed on the day notice
is received. In the event that the Borrower shall fail to make any such
payment when due and for so long as such failure shall be continuing, the
Issuing Bank may give notice of such failure to the Agent and each
Participating Bank, which notice shall include, in the case of a Participating
Bank, the amount of such Participating Bank's Participating Bank Percentage of
such Drawing, whereupon each such Participating Bank (other than the Issuing
Bank) shall promptly remit such amount to the Agent for the account of the
Issuing Bank as provided in Section 1.03(h).

(h) Each Participating Bank (other than the Issuing Bank)
shall, in the event it receives the notice from the Issuing Bank pursuant to
Section 1.03(g) at or before 12:00 noon (New York time) on any Business Day,
fund its participation in any unreimbursed Drawing by remitting to the Agent,
no later than 2:00 p.m. (New York time) on such day, in immediately available
funds, its Participating Bank Percentage of the reimbursement obligation in
respect of each Drawing. The Agent shall, in the event it receives such funds
from such Participating Bank at or before 2:00 p.m. (New York time) on any
day, no later than 4:00 p.m. (New York time) on such day, make available the
amount thereof to the Issuing Bank, in immediately available funds. Any amount
payable by any Participating Bank to the Agent for the account of the Issuing
Bank under this Section 1.03(h), and any amount payable by the Agent to the
Issuing Bank under this Section 1.03(h), shall bear interest for each day from
the date due (and including such day if paid after 2:00 p.m. (New York time),
in the case of any such payment by a Participating Bank to the Agent, or 4:00
p.m. (New York time), in the case of any such payment by the Agent to the
Issuing Bank, on such day) in accordance with this Section 1.03(h) until the
date it is received by the Issuing Bank at a rate equal to the Federal Funds
Rate until (and including) the third Business Day after the date due and
thereafter at the Base Rate. Each Participating Bank shall, upon the demand of
the Issuing Bank, reimburse the Issuing Bank, to the extent the Issuing Bank
has not been reimbursed by the Borrower after demand therefor, for the
reasonable costs and expenses (including reasonable legal fees) incurred by it
(other than as a result of its willful misconduct or gross negligence) in
connection with the collection of amounts due under, the administration of, and
the preservation and enforcement of any rights conferred by, the Letters of
Credit or the performance of the Issuing Bank's obligations under this
Agreement in respect

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14
thereof (other than its obligation to make Loans in its capacity as a Bank or
Swing Loans in its capacity as the Swing Loan Lender), to the extent of such
Participating Bank's Participating Bank Percentage (as of the time such costs
and expenses are incurred) of the amount of such costs and expenses. The
Issuing Bank shall refund any costs and expenses reimbursed by such
Participating Bank that are subsequently recovered from the Borrower in an
amount equal to such Participating Bank's Participating Bank Percentage
thereof.

(i) The obligation of each Participating Bank to make
available to the Issuing Bank the amounts set forth in this Section 1.03 shall
be absolute, unconditional and irrevocable under any and all circumstances
without reduction for any set-off or counterclaim of any nature whatsoever, and
may not be terminated, suspended or delayed for any reason whatsoever, shall
not be subject to any qualification or exception and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

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

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

(iii) any draft, certificate or any other document
presented under any Letter of Credit proving to be forged, fraudulent
or invalid in any respect or any statement therein being untrue or
inaccurate in any respect;

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

(v) the occurrence of any Default.

(j) (i) Without affecting any rights the Participating
Banks may have under Applicable Law, the Borrower agrees that none of the
Participating Banks, the Issuing Bank, the Agent or their respective officers
or directors shall be liable or responsible for, and the obligations of the
Borrower to the Participating Banks, the Issuing Bank and the Agent hereunder
shall not in any manner be affected by: (A) the use that may be

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15
made of any Letter of Credit or the proceeds thereof by the beneficiary thereof
or any other Person or any acts or omissions of such beneficiary or any other
Person; (B) the validity or genuineness of documents presented in connection
with any Drawing, or of any endorsements thereon, even if such documents
should, in fact, prove to be in any or all respects, invalid, fraudulent or
forged; or (C) any other circumstances whatsoever in making or failing to make
payment under any Letter of Credit or any other action taken or omitted to be
taken by any Person under or in connection with any Letter of Credit, except
that the Borrower shall have a claim against the Issuing Bank and the Issuing
Bank shall be liable to the Borrower, in each case to the extent and only to
the extent of any damages suffered by the Borrower that are caused by (1) the
Issuing Bank's willful misconduct or gross negligence (as determined by a court
of competent jurisdiction) in determining whether documents presented under any
Letter of Credit issued by the Issuing Bank complied with the terms of such
Letter of Credit or (2) the Issuing Bank's willful failure (as determined by a
court of competent jurisdiction) to pay under such Letter of Credit after the
presentation to it of documents strictly complying with the terms and
conditions of such Letter of Credit. In furtherance and not in limitation of
the foregoing, in determining whether to pay under any Letter of Credit, the
Issuing Bank shall not have any obligation relative to the other Banks other
than to determine that any documents required to be delivered under such Letter
of Credit appear to have been delivered and that they appear to comply on their
face with the requirements of such Letter of Credit, regardless of any notice
or information to the contrary. Any action taken or omitted to be taken by the
Issuing Bank under or in connection with any Letter of Credit, if taken or
omitted in the absence of gross negligence or willful misconduct, shall not
create for the Issuing Bank any resulting liability to any Bank.

(ii) In addition to any other amounts payable
under this Agreement, the Borrower agrees to protect, indemnify, pay and hold
the Issuing Bank harmless from and against any and all claims, costs, charges
and expenses (including reasonable attorneys' fees) which the Issuing Bank may
incur or be subject to as a consequence, direct or indirect, of the issuance
of, or payment of any Drawing under, any Letter of Credit, other than as a
result of the gross negligence or willful misconduct of the Issuing Bank as
determined by a court of competent jurisdiction.

(iii) The Issuing Bank shall not be responsible
for:

(A) the validity, accuracy, genuineness
or legal effect of any document submitted by any party in connection
with the issuance of Letters of Credit,

(B) the validity of any instrument
transferring or assigning or purporting to transfer or

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16
assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof in whole or in part,

(C) errors, omissions, interruptions or
delays in transmissions or delivery of any messages, by mail, cable,
telecopy, telex or otherwise,

(D) the misapplication by the
beneficiary of any Letter of Credit of the proceeds of any drawing
under such Letter of Credit, and

(E) any consequence arising from causes
beyond the control of the Issuing Bank, including, without limitation,
any governmental acts.

(k) If any Bank Nonparticipation occurs with respect to
any Bank, (A) the Agent and such Bank agree, if requested by the Borrower, to
attempt to locate a bank or other financial institution that desires to accept
the assignment of the Loans, Letter of Credit Participations, Commitments and
other rights and obligations hereunder of such Bank and (B) if such bank or
other financial institution is located, such Bank agrees to assign its interest
in its Loans, Letter of Credit Participations, Commitments and other rights and
obligations hereunder to such bank or other financial institution in accordance
with Section 9.10(a)(ii).

Section 1.04. Interest. (a) Rates. Unless an Event of
Default is continuing, (i) each Loan shall bear interest on the outstanding
principal amount thereof at a rate per annum equal to (A) so long as it is a
Base Rate Loan, the Base Rate as in effect from time to time plus the
applicable Base Rate Margin and (B) so long as it is a Eurodollar Rate Loan,
the applicable Adjusted Eurodollar Rate plus the applicable Eurodollar Rate
Margin and (ii) each other amount due and payable under the Borrower Loan
Documents shall, to the maximum extent permitted by Applicable Law, bear
interest at a rate per annum equal to the Base Rate as in effect from time to
time plus the applicable Base Rate Margin. During an Event of Default (and
whether before or after judgment), each Loan (whether or not due) and, to the
maximum extent permitted by Applicable Law, each other amount due and payable
under the Borrower Loan Documents shall bear interest at a rate per annum equal
to the applicable Post-Default Rate.

(b) Payment. Interest shall be payable, (i) in the case of
Base Rate Loans, quarterly in arrears on each Interest Payment Date, (ii) in
the case of Eurodollar Rate Loans, on the last day of each applicable Interest
Period (and, if an Interest Period is longer than three months, at intervals of
three months after the first day of such Interest Period), (iii) in the case of
any Loan, when such Loan shall be due (whether at maturity, by reason of notice
of prepayment or acceleration or otherwise) or converted, but only to the
extent then accrued on the amount then so due or converted, and (iv) in the
case of all other amounts

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17
due and payable under the Borrower Loan Documents, on demand. Interest at the
Post-Default Rate shall be payable on demand.

(c) Conversion and Continuation. (i) All or any part of the
principal amount of Loans of any Type may, on any Business Day, be converted
into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans
may be converted only on the last day of an applicable Interest Period, (B)
Base Rate Loans may be converted into Eurodollar Rate Loans only on a
Eurodollar Business Day and (C) Swing Loans shall be maintained as Base Rate
Loans at all times.

(ii) Base Rate Loans shall continue as Base Rate Loans
unless and until such Loans are converted into Loans of another Type.
Eurodollar Rate Loans of any Type shall continue as Loans of such Type until
the end of the then current Interest Period therefor, at which time they shall
be automatically converted into Base Rate Loans unless the Borrower shall have
given the Agent notice in accordance with Section 1.04(c)(iv) requesting either
that such Loans continue as Loans of such Type for another Interest Period or
that such Loans be converted into Loans of another Type at the end of such
Interest Period.

(iii) Notwithstanding anything to the contrary contained
in Section 1.04(c)(i) or (ii), during a Default, the Agent may, and upon the
direction of the Required Banks shall, notify the Borrower that Loans may only
be converted into or continued as Loans of certain specified Types and,
thereafter, until no Default shall continue to exist, Loans may not be
converted into or continued as Loans of any Type other than one or more of such
specified Types.

(iv) The Borrower shall give the Agent notice (which
shall be irrevocable) of each conversion of Loans or continuation of Eurodollar
Rate Loans no later than 10:00 a.m. (New York time) on, in the case of a
conversion into Base Rate Loans, the Business Day, and, in the case of a
conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar
Business Day, before the requested date of such conversion or continuation.
Each notice of conversion or continuation shall be in the form of Schedule
1.04(c)(iv) and shall specify (A) the requested date of such conversion or
continuation, (B) the amount and Type and, in the case of Eurodollar Rate
Loans, the last day of the applicable Interest Period of the Loans to be
converted or continued and (C) the amount and Type or Types of Loans into which
such Loans are to be converted or as which such Loans are to be continued.
Upon receipt of any such notice, the Agent shall promptly notify each Bank of
(x) the contents thereof, (y) the amount and Type and, in the case of
Eurodollar Rate Loans, the last day of the applicable Interest Period of each
Loan to be converted or continued by such Bank and (z) the amount and Type or
Types of Loans into which such Loans are to be converted or as which such Loans
are to be continued.

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18
(d) Maximum Interest Rate. Nothing contained in the Loan
Documents shall require the Borrower at any time to pay interest at a rate
exceeding the Maximum Permissible Rate. If interest payable by the Borrower on
any date would exceed the maximum amount permitted by the Maximum Permissible
Rate, such interest payment shall automatically be reduced to such maximum
permitted amount, and interest for any subsequent period, to the extent less
than the maximum amount permitted for such period by the Maximum Permissible
Rate, shall be increased by the unpaid amount of such reduction. Any interest
actually received for any period in excess of such maximum amount permitted for
such period shall be deemed to have been applied as a prepayment of the Loans
or, if no Loans are outstanding, such excess shall be refunded to the Borrower.

Section 1.05. Repayment. (a) Term A Loans. The Term A
Loans shall mature and become due and payable, and shall be repaid by the
Borrower, in quarterly installments, payable on the dates set forth below.
Each such installment shall be in the amount set forth below, except that, in
any event, the final installment shall be in an amount equal to the amount of
the Term A Loans then outstanding:

Installment Payment Installment
Date Amount
------------------- -----------

June 30, 2002 $3,750,000

September 30, 2002 $1,875,000
December 31, 2002 $1,875,000
March 31, 2003 $1,875,000
June 30, 2003 $1,875,000

September 30, 2003 $1,250,000
December 31, 2003 $1,250,000
March 31, 2004 $1,250,000

(b) Term B Loans. The Term B Loans shall mature and become
due and payable, and shall be repaid by the Borrower, in quarterly
installments, payable on the dates set forth below. Each such installment
shall be in the amount set forth below, except that, in any event, the final
installment shall be in an amount equal to the amount of the Term B Loans then
outstanding:

Installment Payment Installment
Date Amount
------------------- -----------

September 30, 1997 $1,000,000
December 31, 1997 $1,000,000
March 31, 1998 $1,000,000
June 30, 1998 $1,000,000

September 30, 1998 $1,875,000
December 31, 1998 $1,875,000

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19

March 31, 1999 $1,875,000
June 30, 1999 $1,875,000

September 30, 1999 $1,875,000
December 31, 1999 $1,875,000
March 31, 2000 $1,875,000
June 30, 2000 $1,875,000

September 30, 2000 $3,000,000
December 31, 2000 $3,000,000
March 31, 2001 $3,000,000
June 30, 2001 $3,000,000

September 30, 2001 $3,000,000
December 31, 2001 $3,000,000
March 31, 2002 $3,000,000
June 30, 2002 $3,000,000

September 30, 2002 $3,500,000
December 31, 2002 $3,500,000
March 31, 2003 $3,500,000
June 30, 2003 $3,500,000

September 30, 2003 $6,333,333
December 31, 2003 $6,333,333
March 31, 2004 $6,333,334

(c) RC A Loans. The aggregate outstanding principal amount
of the RC A Loans shall mature and become due and payable, and shall be repaid
by the Borrower, on the RC A Maturity Date.

(d) RC B Loans. The aggregate outstanding principal amount
of the RC B Loans shall mature and become due and payable, and shall be repaid
by the Borrower, on the RC B Maturity Date.

(e) Swing Loans. Each Swing Loan shall mature and become
due and payable, and shall be repaid by the Borrower, on the RC B Maturity
Date.

(f) Drawings. The Borrower shall reimburse the Issuing
Bank for each Drawing under a Letter of Credit on the date determined with
respect to such Drawing in the manner set forth in Section 1.03(g).

Section 1.06. Prepayments. (a) Optional Prepayments. The
Borrower may, at any time and from time to time, prepay the Loans in whole or
in part, without premium or penalty (but subject to Section 7.03), except that
any partial prepayment under this Section (other than a prepayment of Swing
Loans) shall be in an aggregate principal amount of at least, in the case of
Base Rate Loans, $500,000 or any integral multiple of $100,000 in excess
thereof and, in the case of Eurodollar Rate Loans, $1,000,000 or an integral
multiple of $250,000 in excess thereof, and any prepayment of Eurodollar Rate
Loans made on a day other

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than the last day of an applicable Interest Period shall be accompanied by the
amount, if any, required to be paid in respect thereof pursuant to Section 7.03
hereof; provided, that (i) no prepayment of the Term A Loans shall be made
prior to the repayment in full of the RC A Loans and the termination of the RC
A Commitments and (ii) no prepayment of the Term B Loans shall be made prior to
the repayment in full of the RC A Loans, the termination of the RC A
Commitments and the repayment in full of the Term A Loans. The Borrower shall
give the Agent notice of each prepayment pursuant to this Section 1.06(a) no
later than 10:00 a.m. (New York time) on, in the case of a prepayment of Base
Rate Loans (other than Swing Loans), the first Business Day, and, in the case
of a prepayment of Eurodollar Rate Loans, the third Eurodollar Business Day,
before the date of such prepayment and, in the case of a prepayment of Swing
Loans, the day of such prepayment. Each such notice of prepayment shall be in
the form of Schedule 1.06(a) and shall specify (i) whether the Loans to be
prepaid are Term A Loans, Term B Loans, RC A Loans, RC B Loans or Swing Loans,
(ii) the date such prepayment is to be made and (iii) the amount and Type and,
in the case of Eurodollar Rate Loans, the last day of the applicable Interest
Period of the Loans to be prepaid. Upon receipt of any such notice, the Agent
shall promptly notify each Bank of the contents thereof and the amount and Type
and, in the case of Eurodollar Rate Loans, the last day of the applicable
Interest Period of each Loan of such Bank to be prepaid. Amounts to be prepaid
pursuant to this Section 1.06(a) shall irrevocably be due and payable on the
date specified in the applicable notice of prepayment, together with interest
thereon as provided in Section 1.04(b).

(b) Mandatory Prepayments. (i) (A) In the event that the
Borrower or any Subsidiary shall receive Net Proceeds from the sale or
disposition of any assets (other than a sale or disposition of any of the
Acquired Assets or any of the assets or capital stock of any Eagle Subsidiary),
the Borrower shall prepay the Loans, in the order prescribed in Section
1.06(c), (1) within five days following the end of the Reinvestment Contract
Period with respect to such sale or disposition, in an amount equal to the Net
Proceeds of such sale or disposition less the Reinvested Amount with respect
thereto and (2) within five days following the end of the Reinvestment Period
with respect to such sale or disposition, in an amount equal to the portion, if
any, of such Reinvested Amount that would have been paid pursuant to
Reinvestment Contracts that shall have terminated, or with respect to which the
closing of the transaction provided for therein shall not have occurred, within
such Reinvestment Period.

(B) In the event that the Borrower shall sell or dispose of
any of the Acquired Assets, the Borrower shall prepay the Loans, in the order
prescribed in Section 1.06(c), (1) on the day on which the Borrower shall have
received the proceeds from such sale or disposition, in an amount equal to the
lesser of (x) the Net Proceeds of such sale or disposition and (y) the
aggregate unpaid principal amount of RC A Loans outstanding at

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such time, (2) within five days following the end of the Reinvestment Contract
Period with respect to such sale or disposition, in an amount (not less than
zero) equal to the Net Proceeds of such sale or disposition less the sum of the
Reinvested Amount and the excess, if any, of the amount of any prepayment made
pursuant to clause (1) of this Section 1.06(b)(i)(B) over such Reinvested
Amount and (3) within five days following the end of the Reinvestment Period
with respect to such sale or disposition, in an amount equal to the portion, if
any, of such Reinvested Amount that either (x) would have been paid pursuant to
Reinvestment Contracts that shall have terminated, or with respect to which the
closing of the transaction provided for therein shall not have occurred, within
such Reinvestment Period or (y) was funded other than with proceeds of RC A
Loans.

(C) In the event that the Borrower or any Subsidiary shall
sell or dispose of any of the assets or capital stock of any Eagle Subsidiary,
the Borrower shall prepay (1) the Term A Loans, within five days following such
sale or disposition, in an amount equal to the lesser of (x) the Net Proceeds
of such sale or disposition and (y) the aggregate unpaid principal amount of
Term A Loans outstanding at such time, (2) if such Net Proceeds exceeded the
aggregate amount of the Term A Loans then outstanding, the Loans, in the order
prescribed in Section 1.06(c), within five days following the end of the
Reinvestment Contract Period with respect to such sale or disposition, in an
amount equal to such excess Net Proceeds less the Reinvested Amount and (3)
within five days following the end of the Reinvestment Period with respect to
such sale or disposition, the Loans, in the order prescribed in Section
1.06(c), in an amount equal to the portion, if any, of such Reinvested Amount
that would have been paid pursuant to Reinvestment Contracts that shall have
terminated, or with respect to which the closing of the transaction provided
for therein shall not have occurred, within such Reinvestment Period.

(ii) The Borrower shall, on each date that a reduction in
the aggregate amount of the RC A Commitments causes the aggregate outstanding
principal amount of the RC A Loans to exceed the aggregate amount of the RC A
Commitments, prepay the RC A Loans in an aggregate amount not less than the
amount of such excess, together with interest thereon as provided in Section
1.04(b), on the date of such reduction.

(iii) The Borrower shall, on each date that a reduction in
the aggregate amount of the RC B Commitments causes the sum of the aggregate
outstanding principal amount of the RC B Loans and Swing Loans and the
aggregate amount of Letter of Credit Participations to exceed the aggregate
amount of the RC B Commitments, prepay the RC B Loans, the Swing Loans and the
Contingent Reimbursement Obligations, in an aggregate amount not less than the
amount of such excess, together with interest

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thereon as provided in Section 1.04(b), on the date of such reduction.

(iv) On or before the fifth day following the day that the
Company delivers, or, if not so delivered, the day by which it is required to
deliver, financial statements pursuant to Section 5.01(c) with respect to each
fiscal year of the Company, commencing with the fiscal year ending June 30,
1998, the Borrower shall prepay the Loans, in the order prescribed in Section
1.06(c), in an amount equal to 50% of Excess Cash Flow with respect to such
fiscal year.

(c) Application and Timing. (i) Amounts prepaid pursuant
to Sections 1.06(b)(i)(A), (B), (C)(2), (C)(3) and 1.06(b)(iv) shall be applied
to prepay (A) the RC A Loans, (B) to the extent that the amount of any such
prepayment exceeds the amount of the corresponding mandatory reduction of the
RC A Commitments required to be made in connection with such prepayment
pursuant to Section 1.08(b)(ii) (the "A Commitment Reduction"), the Term A
Loans, (C) to the extent that the amount of any such prepayment exceeds the sum
of the A Commitment Reduction and the then outstanding aggregate principal
amount of the Term A Loans, the Term B Loans, (D) to the extent that the amount
of any such prepayment exceeds the sum of the A Commitment Reduction and the
then outstanding aggregate principal amount of the Term A Loans and the Term B
Loans, the RC B Loans and (E) to the extent that the amount of such prepayment
exceeds the sum of the A Commitment Reduction and the then outstanding
aggregate principal amount of the Term A Loans, the Term B Loans and the RC B
Loans, the Swing Loans and, to the extent of any remaining amount in excess
thereof, the Contingent Reimbursement Obligations.

(ii) Prepayments of the Term A Loans or the Term B
Loans (A) pursuant to Section 1.06(a) or 1.06(b)(iv) (or deemed to have been
made pursuant to Section 1.04(d)) shall be applied to installments of the Term
A Loans or the Term B Loans, as the case may be, in the inverse order of their
maturities and (B) pursuant to Section 1.06(b)(i) shall be applied to each of
the remaining installments of the Term A Loans or the Term B Loans, as the case
may be, pro rata in accordance with the relative amounts thereof. Prepayments
of Loans made pursuant to Section 1.06(b) shall, unless the Borrower shall have
given a notice setting forth the Eurodollar Rate Loans to be prepaid by no
later than 11:00 a.m. (New York time) on the third Eurodollar Business Day
before the date of such prepayment, be applied first to prepay Base Rate Loans
and then to prepay Eurodollar Rate Loans in the order that the Interest Periods
for such Loans end. Amounts to be so prepaid shall be paid on the date
specified therefor, whether or not such payment would require a prepayment of
any Eurodollar Rate Loans prior to the last day of the applicable Interest
Periods therefor or would result in losses, costs or expenses compensable under
Section 7.03. Any prepayment

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of the Contingent Reimbursement Obligations shall be held as cash collateral in
accordance with Section 9.19.

(d) Reborrowing. Amounts of Term A Loans and Term B
Loans prepaid may not be reborrowed. Amounts of the RC A Loans prepaid prior
to the RC A Maturity Date may, subject to the terms and conditions hereof
(including, but not limited to, Sections 1.01(b) and 1.08(b)), be reborrowed.
Amounts of the RC B Loans prepaid prior to the RC B Maturity Date may, subject
to the terms and conditions hereof (including, but not limited to, Sections
1.01(b) and 1.08(b)), be reborrowed.

Section 1.07. Limitation on Types of Loans. Notwithstanding
anything to the contrary contained in this Agreement, the Borrower shall
borrow, prepay, convert and continue Loans in a manner such that (a) the
aggregate principal amount of Eurodollar Rate Loans of the same Type and having
the same Interest Period shall at all times be not less than $1,000,000, (b)
there shall not be, at any one time, more than five Interest Periods in effect
with respect to Eurodollar Rate Loans of all Types and (c) no payment of
Eurodollar Rate Loans will have to be made prior to the last day of an
applicable Interest Period in order to repay the Loans in the amounts and
(subject to Section 1.12(d)) on the dates specified in Section 1.05 or
determined pursuant to Section 1.06(b).

Section 1.08. Reduction and Termination of Commitments. (a)
Optional Reduction of Commitments. The Borrower may terminate or reduce the
aggregate amount of the RC A Commitments or the RC B Commitments by giving the
Agent notice (which shall be irrevocable) thereof no later than 10:00 a.m. (New
York time) on the third Business Day before the requested date of such
reduction, except that (i) each partial reduction of the aggregate amount of
the RC A Commitments or the RC B Commitments shall be in an aggregate amount
equal to $1,000,000 or any integral multiple of $500,000 in excess thereof,
(ii) no reduction may reduce the aggregate amount of the RC A Commitments to an
amount less than the aggregate principal amount of all RC A Loans outstanding
on such date, (iii) no reduction may reduce the aggregate amount of the RC B
Commitments to an amount less than the sum of the aggregate principal amount of
all RC B Loans and all Swing Loans and the amount of all Letter of Credit
Participations outstanding on such date and (iv) no reduction may reduce the
aggregate amount of the RC B Commitments to $5,000,000 or an amount less than
$5,000,000 if and so long as any Term A Loans, Term B Loans or RC A Commitments
are outstanding. Upon receipt of any such notice, the Agent shall promptly
notify each Bank of the contents thereof and the amount to which such Bank's
Commitment is to be reduced. Each such reduction of the RC A Commitments shall
be applied to the remaining reductions thereof scheduled to be made pursuant to
Section 1.08(b) in the inverse order in which they are scheduled to occur.

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(b) Mandatory Reduction of Commitments. (i) The
aggregate RC A Commitments shall be automatically and permanently reduced by
the following amounts on the following dates:

Date of RC A Commitment
of Reduction Reduction Amount
------------ ----------------

June 30, 1997 $ 10,000,000
June 30, 1998 $20,000,000
June 30, 1999 $20,000,000
June 30, 2000 $20,000,000
June 30, 2001 $20,000,000
June 30, 2002 $18,000,000
June 30, 2003 $14,000,000

(ii) The aggregate RC A Commitments shall be
automatically and permanently reduced:

(A) at the time of each mandatory prepayment
of Loans required to be made pursuant to Section 1.06(b)(i)(A)(1) or
1.06(b)(i)(C)(2), by an amount equal to the lesser of (1) the amount
of the applicable Net Proceeds less the Reinvested Amount with respect
thereto and (2) the aggregate RC A Commitments at such time;

(B) at the time of each mandatory prepayment
of Loans required to be made pursuant to Section 1.06(b)(i)(A)(2) or
1.06(b)(i)(C)(3), by an amount equal to the lesser of (1) the amount
of the portion of the Reinvested Amount referred to in such Section
and (2) the aggregate RC A Commitments at such time;

(C) at the time of each mandatory prepayment
of Loans required to be made pursuant to Section 1.06(b)(i)(B)(2), by
an amount equal to the lesser of (1) the amount of the applicable Net
Proceeds less the Reinvested Amount with respect thereto and (2) the
aggregate RC A Commitments at such time;

(D) at the time of each mandatory prepayment
of Loans required to be made pursuant to Section 1.06(b)(i)(B)(3), by
an amount equal to the lesser of (1) the amount of the portion of the
Reinvested Amount referred to in such Section and (2) the aggregate RC
A Commitments at such time; and

(E) at the time of each mandatory prepayment
of Loans required to be made pursuant to Section 1.06(b)(iv), by an
amount equal to the lesser of (1) the amount of the applicable Excess
Cash Flow and (2) the aggregate RC A Commitments at such time.

Each reduction of the RC A Commitments pursuant to this Section 1.08(b)(ii)
shall be applied to the scheduled reductions of the

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RC A Commitments pursuant to Section 1.08(b)(i) pro rata in accordance with the
relative amounts thereof.

(iii) The aggregate RC B Commitments shall be
automatically and permanently reduced:

(A) at the time of each mandatory reduction
of the RC A Commitments required to be made pursuant to Section
1.08(b)(ii)(A), by an amount equal to the lesser of (1) the amount of
the applicable Net Proceeds less the sum of the corresponding
Reinvested Amount, the amount of reduction of the RC A Commitments
pursuant to Section 1.08(b)(ii)(A) and the aggregate amount of the
corresponding mandatory prepayment applied to the Term A Loans and the
Term B Loans pursuant to Section 1.06(c)(i) and (2) the aggregate RC B
Commitments at such time;

(B) at the time of each mandatory reduction
of the RC A Commitments required to be made pursuant to Section
1.08(b)(ii)(B), by an amount equal to the lesser of (1) the amount of
the portion of the Reinvested Amount referred to in such Section less
the sum of the amount of such reduction of the RC A Commitments
pursuant to Section 1.08(b)(ii)(B) and the aggregate amount of the
corresponding mandatory prepayment applied to the Term A Loans and the
Term B Loans pursuant to Section 1.06(c)(i) and (2) the aggregate RC B
Commitments at such time;

(C) at the time of each mandatory reduction
of the RC A Commitments required to be made pursuant to Section
1.08(b)(ii)(C), by an amount equal to the lesser of (1) the amount of
the applicable Net Proceeds less the sum of the corresponding
Reinvested Amount, the amount of such reduction of the RC A
Commitments pursuant to Section 1.08(b)(ii)(C) and the aggregate
amount of the corresponding mandatory prepayment applied to the Term A
Loans and the Term B Loans pursuant to Section 1.06(c)(i) and (2) the
aggregate RC B Commitments at such time;

(D) at the time of each mandatory reduction
of the RC A Commitments required to be made pursuant to Section
1.08(b)(ii)(D), by an amount equal to the lesser of (1) the amount of
the portion of the Reinvested Amount referred to in such Section less
the sum of the amount of such reduction of the RC A Commitments
pursuant to Section 1.08(b)(ii)(D) and the aggregate amount of the
corresponding mandatory prepayment applied to the Term A Loans and the
Term B Loans pursuant to Section 1.06(c)(i) and (2) the aggregate RC B
Commitments at such time; and

(E) at the time of each mandatory reduction
of the RC A Commitments required to be made pursuant to Section
1.08(b)(ii)(E), by an amount equal to the lesser of (1) the amount of
the applicable Excess Cash Flow less the

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sum of the amount of such reduction of the RC A Commitments pursuant
to Section 1.08(b)(ii)(E) and the aggregate amount of the
corresponding mandatory prepayment applied to the Term A Loans and the
Term B Loans pursuant to Section 1.06(c)(i) and (2) the aggregate RC B
Commitments at such time.

Section 1.09. Fees. (a) Commitment Fees. The Borrower
shall pay to the Agent for the account of each Bank a commitment fee on the
daily unused aggregate amount of such Bank's RC A Commitment and RC B
Commitment for each day from the Restated Agreement Date through the RC B
Maturity Date, at a rate per annum of (i) so long as the ratio of Consolidated
Debt to Operating Cash Flow is equal to or greater than 4.00 to 1.00, 0.500%
and (ii) at all other times, 0.375%, payable quarterly in arrears on successive
Interest Payment Dates, on the RC A Maturity Date (with respect to the RC A
Commitment), or the RC B Maturity Date (with respect to the RC B Commitment)
and on the date of any reduction of such RC A Commitment or RC B Commitment (to
the extent accrued and unpaid on the amount of the reduction). For this
purpose, Swing Loans shall not constitute a utilization of any Bank's
Commitment.

(b) Letter of Credit Fees. (i) The Borrower shall pay to
the Agent for the account of each Participating Bank a letter of credit fee on
the daily aggregate amount of the Contingent Reimbursement Obligations under
each Letter of Credit at a rate per annum equal to the Eurodollar Rate Margin
at such time. Such fees shall be payable in arrears on successive Interest
Payment Dates and on the date of expiration or termination of each Letter of
Credit.

(ii) The Borrower shall pay to the Agent for the account
of the Issuing Bank a letter of credit issuance fee on the daily aggregate face
amount of all Letters of Credit issued hereunder at a rate per annum of 0.125%.
Such fees shall be payable in arrears on successive Interest Payment Dates and
on the date of expiration or termination of each Letter of Credit; provided,
that no such quarterly payment shall in any event be less than $125.00.

Section 1.10. Computation of Interest and Fees. Interest and
the commitment and letter of credit fees shall be computed on the basis of a
year of 360 days and paid for the actual number of days elapsed. Interest,
commitment fees and letter of credit fees for any period shall be calculated
from and including the first day thereof to but excluding the last day thereof.

Section 1.11. Evidence of Indebtedness. Each Bank's Loans
and the Borrower's obligation to repay such Loans with interest in accordance
with the terms of this Agreement shall be evidenced by this Agreement, the
records of such Banks and a single Note payable to the order of such Bank. The
Swing Loans

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and the Borrower's obligation to repay the Swing Loans with interest in
accordance with the terms of this Agreement shall be evidenced by this
Agreement, the records of the Swing Loan Lender, and a single Swing Loan Note
payable to the order of the Swing Loan Lender. Each Bank's Letter of Credit
Participations shall be evidenced by this Agreement, the records of such Bank
and the Letters of Credit. The records of each Bank and the Swing Loan Lender
shall be prima facie evidence of such Bank's Loans and Letter of Credit
Participations, of the Swing Loan Lender's Swing Loans and, in each case, of
accrued interest thereon and of all payments made in respect thereof.

Section 1.12. Payments by the Borrower. (a) Time, Place and
Manner. All payments due to the Agent, the Swing Loan Lender or the Issuing
Bank under the Borrower Loan Documents shall be made to the Agent at the
Agent's Office or to such other Person or at such other address as the Agent,
the Swing Loan Lender or the Issuing Bank, respectively, may designate by
notice to the Borrower. All payments due to any Bank under the Borrower Loan
Documents shall, in the case of payments on account of principal of or interest
on the Loans or fees, be made to the Agent at the Agent's Office and, in the
case of all other payments, be made directly to such Bank at its Domestic
Lending Office or at such other address as such Bank may designate by notice to
the Borrower. All payments due to any Bank under the Borrower Loan Documents,
whether made to the Agent or directly to such Bank, shall be made for the
account of, in the case of payments in respect of Eurodollar Rate Loans, such
Bank's Eurodollar Lending Office and, in the case of all other payments, such
Bank's Domestic Lending Office. A payment shall not be deemed to have been
made on any day unless such payment has been received by the required Person,
at the required place of payment, in Dollars in funds immediately available to
such Person at such place, no later than 12:00 noon (New York time) on such
day.

(b) No Reductions. All payments due to the Agent, the
Issuing Bank, the Swing Loan Lender or any Bank under the Borrower Loan
Documents, and all other terms, conditions, covenants and agreements to be
observed and performed by the Borrower thereunder, shall be made, observed or
performed by the Borrower without any reduction or deduction whatsoever,
including any reduction or deduction for any set-off, recoupment, counterclaim
(whether sounding in tort, contract or otherwise) or Tax.

(c) Authorization to Charge Accounts. The Borrower hereby
authorizes the Agent, the Issuing Bank, the Swing Loan Lender and each Bank, if
and to the extent any amount payable by the Borrower under the Borrower Loan
Documents (whether payable to such Person or to any other Person that is the
Agent, the Issuing Bank, the Swing Loan Lender or a Bank) is not otherwise
paid when due, to charge such amount against any or all of the accounts of such
Borrower or any Wholly Owned Subsidiary with the

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Agent, the Issuing Bank, the Swing Loan Lender or any such Bank or any of its
Affiliates (whether maintained at a branch or office located within or without
the United States), with the Borrower remaining liable for any deficiency.

(d) Extension of Payment Dates. Whenever any payment to the
Agent, the Issuing Bank, the Swing Loan Lender or any Bank under the Borrower
Loan Documents would otherwise be due (except by reason of acceleration) on a
day that is not a Business Day, or, in the case of payments of the principal of
Eurodollar Rate Loans, a Eurodollar Business Day, such payment shall instead be
due on the next succeeding Business or Eurodollar Business Day, as the case may
be, unless, in the case of a payment of the principal of Eurodollar Rate Loans,
such extension would cause payment to be due in the next succeeding calendar
month, in which case such due date shall be advanced to the next preceding
Eurodollar Business Day. If the date any payment under the Borrower Loan
Documents is due is extended (whether by operation of any Borrower Loan
Document, Applicable Law or otherwise), such payment shall bear interest for
such extended time at the rate of interest applicable hereunder.

Section 1.13. Distribution of Payments by the Agent. (a)
The Agent shall promptly distribute to the Issuing Bank, the Swing Loan Lender
and each Bank its ratable share of each payment received by the Agent under the
Loan Documents for the account of the Issuing Bank, the Swing Loan Lender and
the Banks by credit to an account of the Issuing Bank, the Swing Loan Lender or
such Bank at the Agent's Office or by wire transfer to an account of the
Issuing Bank, the Swing Loan Lender or such Bank at an office of any other
commercial bank located in the United States.

(b) Unless the Agent shall have received notice from the
applicable Loan Party prior to the date on which any payment is due to the
Banks under the Loan Documents that such Loan Party will not make such payment
in full, the Agent may assume that such Loan Party has made such payment in
full to the Agent on such date and the Agent in its sole discretion may, in
reliance upon such assumption, cause to be distributed to the Issuing Bank, the
Swing Loan Lender and each Bank on such due date a corresponding amount with
respect to the amount then due the Issuing Bank, the Swing Loan Lender and such
Bank. If and to the extent such Loan Party shall not have so made such payment
in full to the Agent and the Agent shall have so distributed to the Issuing
Bank, the Swing Loan Lender or any Bank a corresponding amount, the Issuing
Bank, the Swing Loan Lender or such Bank shall, on demand, repay to the Agent
the amount so distributed together with interest thereon, for each day from the
date such amount is distributed to the Issuing Bank, the Swing Loan Lender or
such Bank until the date the Issuing Bank, the Swing Loan Lender or such Bank
repays such amount to the Agent, at the Federal Funds Rate until (and
including) the third Business Day after demand is made and thereafter at the
Base Rate.

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Section 1.14. Pro Rata Treatment. Except to the extent
otherwise provided herein, (a) Loans (other than Swing Loans) shall be made by
the Banks pro rata in accordance with their respective Commitments, (b) Loans
of the Banks shall be converted and continued pro rata in accordance with their
respective amounts of Loans of the Type and, in the case of Eurodollar Rate
Loans, having the Interest Period being so converted or continued, (c) each
reduction in the RC A Commitments, the RC B Commitments, the Term A Commitments
or the Term B Commitments shall be made pro rata in accordance with the
respective amounts thereof and (d) each payment of the principal of or interest
on the Loans, reimbursement of Drawings under Letters of Credit or of
commitment or letter of credit fees shall be made for the account of the Banks
and, if applicable, the Issuing Bank or the Swing Loan Lender pro rata in
accordance with their respective amounts thereof then due and payable.

ARTICLE 2

CONDITIONS TO EFFECTIVENESS;
CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 2.01. Conditions to Effectiveness. This Agreement,
as amended and restated as of the Restated Agreement Date, and the rights and
obligations of the parties hereunder, shall become effective upon the
determination by each Bank, in its sole and absolute discretion, that each of
the following conditions has been fulfilled:

(a) the Agent shall have received each of the following, in
form and substance and, in the case of the materials referred to in clauses
(i), (ii), (iii), (vii), (xvii) and (xviii), certified in a manner satisfactory
to the Agent:

(i) a certificate of the Secretary or an
Assistant Secretary of each Loan Party, dated the Restated Agreement
Date, substantially in the form of Schedule 2.01(a)(i), to which shall
be attached copies of the resolutions and by-laws referred to in such
certificate;

(ii) a certificate of the president or chief
financial officer of each Loan Party, dated the Restated Agreement
Date, certifying that there has been no amendment of the certificate
of incorporation of such Loan Party since the Agreement Date;

(iii) a good standing certificate with respect to
each Loan Party and each Consolidated Subsidiary, issued as of a
recent date by the Secretary of State or other appropriate official of
such Person's jurisdiction of incorporation;

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(iv) an opinion of counsel for each Loan Party,
dated the Restated Agreement Date, in the form of Schedule
2.01(a)(iv), with such changes as the Agent shall approve;

(v) such opinions of local counsel for the Loan
Parties with respect to the Mortgages as shall have been reasonably
requested by the Agent and in form and substance reasonably
satisfactory to the Agent;

(vi) an opinion of Winthrop, Stimson, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, special counsel for the Agent, dated the Restated Agreement
Date, in the form of Schedule 2.01(a)(vi);

(vii) a copy of each Governmental Approval and
other consent or approval listed on Schedule 3.03;

(viii) a duly executed Note for each Bank;

(ix) a duly executed Swing Note for the Swing Loan
Lender;

(x) a duly executed copy of each of the Security
Agreements, each of the Pledge Agreements and each of the Mortgages;

(xi) a duly executed copy of each of the Guaranty
Agreements;

(xii) either (A) such duly executed UCC-1 financing
statements and other documents as the Agent may request, the filing or
recordation of which is necessary or appropriate in the Agent's
determination to create or perfect a security interest in the
Collateral under Applicable Law, or (B) evidence of the filing or
recordation of the same in such offices as the Agent shall have
specified;

(xiii) such instruments and other documents as the
Agent may request, the execution, delivery, filing or possession of
which is necessary or appropriate in the Agent's determination to
create or perfect a security interest in the Collateral under
Applicable Law, including but not limited to share certificates and
stock powers executed in blank with respect to the Capital Securities
subject to the Security Interest;

(xiv) such instruments of termination, release and
discharge and other documents, including UCC-3 financing statements,
as the Agent may request, the delivery of which is necessary or
appropriate in the Agent's determination to effect the termination of
all Liens to which Section 4.07 is applicable other than Permitted
Liens;

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(xv) such surveys, title insurance and other
instruments and documents relating to each Mortgaged Property as the
Agent may reasonably request;

(xvi) copies of all insurance policies and loss
payee endorsements required under the Security Agreements and Section
2.6 of the Mortgages;

(xvii) a copy of each of the Thomson Acquisition
Documents;

(xviii) a copy of the Tax Sharing Agreement and the
Management Agreement; and

(xix) either (A) such duly executed UCC-1 financing
statements and other documents as the Agent may request, the filing or
recordation of which is necessary or appropriate in the Agent's
determination to create or perfect a security interest in the Acquired
Assets under Applicable Law, or (B) evidence of the filing or
recordation of the same in such offices as the Agent shall have
specified.

(b) all fees payable on or prior to the Restated Agreement
Date pursuant to Section 1.09, all fees accrued and unpaid prior to the
Restated Agreement Date pursuant to Section 1.09 of this Agreement as in effect
prior to amendment and restatement hereof as of the Restated Agreement Date,
and all amounts payable pursuant to Section 9.02 for which invoices have been
delivered to the Borrower on or prior to the Restated Agreement Date, shall
have been paid in full or arrangements satisfactory to the Agent shall have
been made to cause them to be paid in full on the Restated Agreement Date;

(c) the Agent shall be satisfied that, concurrently with the
disbursement of the Term B Loans to be made on the Restated Agreement Date, (i)
the Senior Notes and all Indebtedness and other amounts payable by the Borrower
in connection with the Senior Notes will be paid in full, (ii) all Liens in
favor of the holders of the Senior Notes arising thereunder and any related
arrangements will be terminated or effectively assigned to the Agent on behalf
of itself and the Banks and (iii) there will be delivered to the Agent (A) such
duly executed UCC-3's, notices and releases as are necessary or appropriate to
effect or reflect the termination or assignment as aforesaid of all such Liens
and any related arrangements and (B) all instruments, documents and other
property of the Borrower and its Subsidiaries constituting or otherwise
relating to collateral held by or for the benefit of the holders of the Senior
Notes;

(d) the Agent shall be satisfied that, concurrently with the
disbursement of the RC A Loans to be made on the Restated Agreement Date, the
Thomson Acquisition shall be consummated in compliance with Applicable Law and
in accordance with the Thomson Acquisition Documents (as any term thereof may

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have been amended or waived, so long as any such amendment or waiver that is
adverse to the Borrower or any Subsidiary shall have been consented to by the
Required Banks);

(e) the Agent shall have received evidence satisfactory to it
that the Borrower shall have received cash proceeds in an amount not less than
$13,000,000 from NJN which will be applied to fund a portion of the purchase
price of the Thomson Acquisition and transaction expenses related thereto; and

(f) the Agent shall have received a copy of a "Phase 1"
environmental audit report for all Acquired Assets consisting of real property,
in form and substance, and conducted by an auditor, satisfactory to the Agent.

Section 2.02. Conditions to Each Loan and Letter of Credit.
The obligation of each Bank to make each Loan requested to be made by it, and
the obligation of the Issuing Bank to issue each Letter of Credit requested to
be issued by it (including any request to extend the expiry date of any Letter
of Credit to the date beyond the first anniversary of the original issuance
thereof or any automatic renewal thereof), is subject to the fulfillment of
each of the following conditions:

(a) the Agent, or in the case of a Swing Loan, the Swing Loan
Lender, shall have received a notice of borrowing with respect to such Loan
complying with the requirements of Section 1.02 or, in the case of a Swing
Loan, a notice of borrowing complying with the requirements of Section
1.01(c)(i) or, a notice of issuance with respect to such Letter of Credit
complying with the requirements of Section 1.03;

(b) each Loan Document Representation and Warranty shall be
true and correct at and as of the time such Loan is to be made or such Letter
of Credit is to be issued, both with and without giving effect to such Loan or
Letter of Credit and all other Loans or Letters of Credit to be made or issued
at such time and to the application of the proceeds thereof;

(c) no Default shall have occurred and be continuing at the
time such Loan is to be made or such Letter of Credit is to be issued or would
result from the making of such Loan or the issuance of such Letter of Credit
and all other Loans and Letters of Credit to be made or issued at such time or
from the application of the proceeds thereof;

(d) in the case of any such Loan, such Loan will not
contravene any Applicable Law applicable to such Bank, including Regulation U;
and

(e) in the case of any such Letter of Credit, the Issuing
Bank shall have received such other instruments and agreements related thereto
as the Issuing Bank shall have requested.

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Except to the extent that the Borrower shall have disclosed in
the notice of borrowing or notice of issuance, or in a subsequent notice given
to the Banks or the Issuing Bank, as the case may be, prior to 5:00 p.m. (New
York time) on the Business Day before the requested date for the making of the
requested Loans or the issuance of the requested Letter of Credit, that a
condition specified in clause (b) or (c) above will not be fulfilled as of the
requested time for the making of such Loans or the issuance of such Letter of
Credit, the Borrower shall be deemed to have made a Representation and Warranty
as of the time of the making of such Loans that the conditions specified in
such clauses have been fulfilled as of such time. No such disclosure by the
Borrower that a condition specified in clause (b) or (c) above will not be
fulfilled as of the requested time for the making of the requested Loans shall
affect the right of each Bank or the Issuing Bank, as the case may be, to not
make the Loans requested to be made by it or to not issue the Letter of Credit
requested to be issued by it if, in such Bank's or the Issuing Bank's
determination, such condition has not been fulfilled at such time.

ARTICLE 3

CERTAIN REPRESENTATIONS AND WARRANTIES

In order to induce the Agent, each Bank, the Swing Loan Lender
and the Issuing Bank to make each Loan requested to be made by it or issue each
Letter of Credit, the Borrower represents and warrants as follows:

Section 3.01. Organization; Power; Qualification. The
Borrower and each Subsidiary are corporations duly organized, validly existing
and in good standing under the laws of their respective jurisdictions of
incorporation, have the corporate power and authority to own their respective
properties and to carry on their respective businesses as now being and
hereafter proposed to be conducted and are duly qualified and in good standing
as foreign corporations, and are authorized to do business, in all
jurisdictions in which the character of their respective properties or the
nature of their respective businesses requires such qualification or
authorization, except for qualifications and authorizations the lack of which,
singly or in the aggregate, has not had and will not have a Materially Adverse
Effect on (a) the Borrower and the Consolidated Subsidiaries taken as a whole,
(b) any Loan Document or (c) the Collateral.

Section 3.02. Subsidiaries. Schedule 3.02 sets forth, as of
the Restated Agreement Date, all of the Subsidiaries, their jurisdictions of
incorporation and the percentages of the various classes of their Capital
Securities owned by the Borrower or another Subsidiary and indicates which
Subsidiaries are Consolidated Subsidiaries. The Borrower or another
Subsidiary,

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as the case may be, has the unrestricted right to vote (except as may be
provided in the Security Agreements and the Pledge Agreement), and (subject to
limitations imposed by Applicable Law) to receive dividends and distributions
on, all Capital Securities indicated on Schedule 3.02 as owned by the Borrower
or such Subsidiary. All such Capital Securities have been duly authorized and
issued and are fully paid and nonassessable.

Section 3.03. Authorization; Enforceability; Required
Consents; Absence of Conflicts; Thomson Acquisition Documents. The Borrower
and each Subsidiary has the power, and has taken all necessary action
(including, if a corporation, any necessary stockholder action) to authorize
it, to execute, deliver and perform in accordance with their respective terms
the Loan Documents to which it is a party and, in the case of the Borrower, to
borrow hereunder in the unused amount of the Commitments. This Agreement has
been, and each of the other Loan Documents to which the Borrower or any
Subsidiary is a party when delivered to the Agent will have been, duly executed
and delivered by the Borrower and each Subsidiary that is a party thereto and
is, or when so delivered will be, a legal, valid and binding obligation of such
Loan Party, enforceable against such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally. The execution, delivery and performance in
accordance with their respective terms by the Borrower and the Subsidiaries of
the Loan Documents to which they are parties, and each borrowing hereunder,
whether or not in the amount of the unused Commitments, do not and (absent any
change in any Applicable Law or applicable Contract) will not (a) require any
Governmental Approval or any other consent or approval, including any consent
or approval of the stockholders of the Borrower or any Subsidiary, other than
Governmental Approvals and other consents and approvals that have been
obtained, are final and not subject to review on appeal or to collateral
attack, are in full force and effect and, in the case of any such Governmental
Approval or other consent or approval required under any Applicable Law or
Contract as in effect on the Restated Agreement Date, are listed on Schedule
3.03, or (b) violate, conflict with, result in a breach of, constitute a
default under, or result in or require the creation of any Lien (other than the
Security Interest) upon any assets of the Borrower or any Subsidiary under, (i)
any Contract to which ANI, the Borrower or any Subsidiary is a party or by
which ANI, the Borrower or any Subsidiary or any of their respective properties
may be bound or (ii) any Applicable Law. There are no material agreements to
which the Borrower or any Subsidiary is a party relating to the Thomson
Acquisition, other than the Thomson Acquisition Documents.

Section 3.04. Taxes. The Borrower and each Subsidiary have
(a) filed all Tax returns required to have been filed by it under Applicable
Law, (b) paid all Taxes that are due and payable

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by it or have been assessed against it except for Taxes the failure to have
paid which does not contravene Section 4.01 and such Taxes as are being
contested in good faith by appropriate proceedings and (c) to the extent
required by generally accepted accounting principles, reserved against all
Taxes that are payable by it but are not yet due or that are due and payable by
it or have been assessed against it but have not yet been paid. Other than the
Tax Sharing Agreement, there is currently (including after giving effect to the
Thomson Acquisition) in effect no tax sharing, tax allocation or similar
agreement to which the Borrower or any of its Subsidiaries is a signatory
providing for the manner in which tax payments owing by members of the
affiliated group of which the Borrower is the "common parent" (within the
meaning of Section 1504 of the Code) (whether in respect of Federal or state
income or other taxes) are allocated among the members of such group.

Section 3.05. Litigation. Except as set forth on Schedule
3.05, there are not, in any court or before any arbitrator of any kind or
before or by any governmental or non-governmental body, any actions, suits or
proceedings pending or threatened (nor, to the knowledge of the Borrower and
its Subsidiaries, is there any basis therefor) against or in any other way
relating to or affecting (a) the Borrower or any Subsidiary or any of their
respective businesses or properties, (b) any Loan Document or (c) the
Collateral, that, if adversely determined, would, singly or in the aggregate,
have a Materially Adverse Effect on (x) the Borrower and the Consolidated
Subsidiaries taken as a whole, (y) any Loan Document or (z) the Collateral.

Section 3.06. Burdensome Provisions. Neither the Borrower
nor any Subsidiary is a party to or bound by any Contract or Applicable Law,
compliance with which might have a Materially Adverse Effect on (a) the
Borrower and the Consolidated Subsidiaries taken as a whole, (b) any Loan
Document or (c) the Collateral.

Section 3.07. No Adverse Change or Event. Since June 30,
1996, no change in the business, assets, Liabilities, financial condition,
results of operations or business prospects of the Borrower or any Subsidiary
has occurred, and no event has occurred or failed to occur, that has had or
might have, either alone or in conjunction with all other such changes, events
and failures, a Materially Adverse Effect on (a) the Borrower and the
Consolidated Subsidiaries taken as a whole, (b) any Loan Document or (c) the
Collateral. Such an adverse change may have occurred, and such an event may
have occurred or failed to occur, at any particular time notwithstanding the
fact that at such time no Default shall have occurred and be continuing.

Section 3.08. Additional Adverse Facts. Except for facts and
circumstances disclosed on Schedule 3.05 or Schedule 3.08 or in the notes to
the financial statements referred to in

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Section 5.02(a), no fact or circumstance is known to the Borrower, as of the
Restated Agreement Date, that, either alone or in conjunction with all other
such facts and circumstances, has had or might have (so far as the Borrower and
its Subsidiaries can foresee) a Materially Adverse Effect on (a) the Borrower
and the Consolidated Subsidiaries taken as a whole, (b) any Loan Document or
(c) the Collateral. If a fact or circumstance disclosed on such Schedules or
in such notes should in the future have a Materially Adverse Effect on (x) the
Borrower and the Consolidated Subsidiaries taken as a whole, (y) any Loan
Document or (z) the Collateral, such Materially Adverse Effect shall be a
change or event subject to Section 3.07 notwithstanding such disclosure.

Section 3.09. Investment Company Act. Neither the Borrower
nor any Subsidiary is an "investment company" or a Person "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940.

Section 3.10. Substance Release and Disposal. Except as
disclosed on Schedule 3.10, to the best of the Borrower's knowledge, (a) there
have been no releases or disposals of hazardous wastes, environmental
contaminants or other substances in quantities or locations that, singly or in
the aggregate, could result in the incurrence by the Borrower or any of its
Subsidiaries of remedial obligations under Applicable Law that could have a
Materially Adverse Effect on the Borrower and its Consolidated Subsidiaries
taken as a whole, and (b) neither the Borrower nor any of its Subsidiaries has
received any notice or order advising it that it has or may have any remedial
obligation with respect to any such releases or disposals or that it is or may
be responsible for the costs of any remedial action taken or to be taken by any
other Persons with respect to any such releases or disposals, which obligation
or cost, if fully payable, could, singly or in the aggregate, have a Materially
Adverse Effect on the Borrower and its Consolidated Subsidiaries taken as a
whole.

Section 3.11. Senior Obligations. The obligations of the
Borrower under the Borrower Loan Documents and under any Interest Rate
Protection Agreement entered into with any Bank or any Affiliate of a Bank
constitute "Senior Debt" within the meaning and pursuant to the terms of the
Indenture.

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ARTICLE 4

CERTAIN COVENANTS

From the Restated Agreement Date and until the Repayment Date,

A. The Borrower shall and shall cause each Subsidiary to:

Section 4.01. Preservation of Existence and Properties, Scope
of Business, Compliance with Law, Payment of Taxes and Claims, Preservation of
Enforceability. (a) Preserve and maintain its corporate existence and all of
its other franchises, licenses, rights and privileges, (b) preserve, protect
and obtain all Intellectual Property, and preserve and maintain in good repair,
working order and condition all other properties, required for the conduct of
its business, (c) engage only in businesses in substantially the same fields as
the businesses conducted on the Agreement Date, or in other businesses directly
related thereto, (d) comply with Applicable Law, (e) pay or discharge when due
all Taxes and all Liabilities that might become a Lien on any of its properties
and (f) take all action and obtain all consents and Governmental Approvals
required so that its obligations under the Loan Documents will at all times be
legal, valid and binding and enforceable in accordance with their respective
terms, except that this Section 4.01 (other than clauses (a), in so far as it
requires any Loan Party to preserve its corporate existence, (c) and (f)) shall
not apply in any circumstance where noncompliance, together with all other
noncompliances with this Section 4.01, will not have a Materially Adverse
Effect on (x) the Borrower and the Consolidated Subsidiaries taken as a whole,
(y) any Loan Document or (z) the Collateral.

Section 4.02. Insurance. Maintain insurance with responsible
insurance companies against at least such risks and in at least such amounts as
is customarily maintained by similar businesses, or as may be required by
Applicable Law or reasonably requested by the Required Banks.

B. The Borrower shall:

Section 4.03. Additional Subsidiaries and Acquired Assets.
On or prior to the date it forms or acquires any new Subsidiary or otherwise
acquires assets, deliver to the Agent (i) certificates representing all of the
issued and outstanding shares of capital stock of such new Subsidiary held by
the Borrower and its Subsidiaries, together with appropriate stock powers, duly
endorsed in blank, (ii) a Security Agreement in the form of Exhibit B, duly
executed by such new Subsidiary, (iii) if any of such assets consists of real
property, a Mortgage in the form of Exhibit E duly executed by the owner
thereof, (iv) a Guaranty Agreement in the form of Exhibit C, duly executed by
such new Subsidiary and (v) such certificates, resolutions, legal

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opinions, copies of filings and notices, and other materials, relating to such
new Subsidiary, the documents referred to above and the actions required
thereunder, as the Agent may reasonably request.

Section 4.04. Use of Proceeds. (a) Use the proceeds of the
RC A Loans (i) to fund a portion of the purchase price of the Thomson
Acquisition and (ii) to fund the purchase price of other acquisitions not
prohibited hereby, (b) use the proceeds of the RC B Loans and the Term A Loans
(i) to fund the purchase price of acquisitions (other than the Thomson
Acquisition) not prohibited hereby, (ii) to fund working capital requirements,
(iii) to pay transaction costs in connection herewith, (iv) for other general
corporate purposes, (v) in the case of the RC B Loans, to repay the
Indebtedness of the Borrower with respect to the RC Loans (as defined in this
Agreement prior to the amendment and restatement hereof as of the Restated
Agreement Date), (vi) in the case of the Term A Loans, to repay the
Indebtedness of the Borrower with respect to the Term Loans (as defined in this
Agreement prior to the amendment and restatement hereof as of the Restated
Agreement Date) and (vii) to repay a portion of the Indebtedness of the
Borrower outstanding under the Senior Notes on the Restated Agreement Date, (c)
use the proceeds of the Term B Loans to repay a portion of the Indebtedness of
the Borrower outstanding under the Senior Notes on the Restated Agreement Date
and (d) use the Letters of Credit only for the purpose specified in Section
1.03(c). None of the proceeds of any of the Loans and none of the Letters of
Credit shall be used to purchase or carry, or to reduce or retire or refinance
any credit incurred to purchase or carry, any margin stock (within the meaning
of Regulations U and X of the Board of Governors of the Federal Reserve System)
or to extend credit to others for the purpose of purchasing or carrying any
margin stock. If requested by any Bank, the Borrower shall complete and sign
Part I of a copy of Federal Reserve Form U-1 referred to in Regulation U and
deliver such copy to such Bank.

C. The Borrower shall not, and shall not permit any Subsidiary to,
directly or indirectly:

Section 4.05. Indebtedness. Create, incur, assume or suffer
to exist any Indebtedness, except that this Section 4.05 shall not apply to (a)
Indebtedness under the Loan Documents, (b) the Subordinated Notes, (c) Existing
Debt, (d) Intercompany Debt and (e) other Indebtedness in an outstanding
aggregate amount not in excess of $27,500,000.

Section 4.06. Guaranties. Be obligated, at any time, in
respect of any Guaranty, except that this Section 4.06 shall not apply to (a)
Existing Guaranties, (b) Permitted Guaranties and (c) guaranties which are
permitted Indebtedness under Section 4.05.

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Section 4.07. Liens. Permit to exist, at any time, any Lien
upon any of its properties or assets of any character, whether now owned or
hereafter acquired, or upon any income or profits therefrom, except that this
Section 4.07 shall not apply to Permitted Liens; provided, however, that if,
notwithstanding this Section 4.07, any Lien to which this Section is applicable
shall be created or arise, the Liabilities of the Loan Parties under the Loan
Documents shall, to the extent such Lien attaches to any asset that does not
constitute Collateral or to any asset with respect to which such Lien would be
prior to the Security Interest, automatically be secured by such Lien equally
and ratably with the other Liabilities secured thereby, and the holder of such
other Liabilities, by accepting such Lien, shall be deemed to have agreed
thereto and to share with the Banks, on that basis, the proceeds of such Lien,
whether or not the Banks' security interest shall be perfected; provided
further, however, that notwithstanding such equal and ratable securing and
sharing, the existence of such Lien shall constitute a default by the Borrower
in the performance or observance of this Section 4.07.

Section 4.08. Restricted Payments. Make or declare or
otherwise become obligated to make any Restricted Payment, except that this
Section 4.08 shall not apply to any Restricted Payment (a) made when the
aggregate amount of the RC B Commitments is equal to or less than $5,000,000,
(b) made by any Subsidiary to the Borrower or any other Subsidiary, (c)
consisting of regularly scheduled payments of interest on the Subordinated
Notes as required by the terms thereof (subject to the subordination provisions
applicable thereto) as in effect on the Agreement Date, (d) made by the
Borrower to ANI on any January 1 or July 1, commencing with January 1, 2000, in
an amount not in excess of the amount of interest then due and payable in cash
on the ANI Senior Discount Notes; provided, that such Restricted Payments shall
not exceed $23,000,000 in the aggregate during any calendar year and no Default
or Event of Default shall have occurred and be continuing at the time that any
such Restricted Payment is to be made or would result therefrom and (e)
consisting of payments under the Tax Sharing Agreement.

Section 4.09. Merger or Consolidation, Acquisitions. Merge
or consolidate with any Person, or acquire any assets or business from or
Capital Securities of any Person, except that, if both before and after giving
effect thereto no Default exits or would exist, this Section 4.09 shall not
apply to (a) the Thomson Acquisition, (b) any acquisition of assets in the
ordinary course of business, (c) any merger or consolidation of the Borrower
with any one or more Persons; provided, that the Borrower shall be the
continuing Person, (d) any merger or consolidation of any Subsidiary with any
one or more other Subsidiaries; provided, that if such Subsidiary is a Loan
Party, such Subsidiary shall be the continuing Person and (e) any acquisition
(whether by purchase or exchange) of newspaper publishing properties and
directly related businesses so long as in the event that the aggregate purchase
price with respect to

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such acquisition is greater than $5,000,000, the Borrower shall have provided
to the Banks a certificate of the president or chief financial officer of the
Borrower stating that (i) each Loan Document Representation and Warranty is
true and correct both immediately before and after giving effect to such
acquisition and (ii) no Default shall have occurred and be continuing both
immediately before and after giving effect to such acquisition, and no Default
shall have occurred and be continuing, including under Sections 4.22 through
4.26, after giving pro forma effect to such acquisition and any related
incurrence of Indebtedness by the Borrower or any Subsidiary; provided, that,
if (x) such acquisition is funded in whole or in part with the proceeds of RC A
Loans and (y) the ratio of Consolidated Debt to Operating Cash Flow is greater
than 4.50 to 1.00, either immediately before or after giving effect to such
acquisition, such acquisition shall be of properties or businesses, and on
terms and conditions, satisfactory to the Required Banks.

Section 4.10. Disposition of Assets. Sell, lease, license,
transfer or otherwise dispose of any asset or any interest therein, except that
this Section 4.10 shall not apply to (a) any disposition of any asset or any
interest therein in the ordinary course of business, (b) any disposition of any
obsolete or retired property not used or useful in its business, (c) any
disposition (other than a disposition of any of the Acquired Assets by the
Borrower) of any asset or any interest therein to the Borrower or a Wholly
Owned Subsidiary, (d) any transaction to which any of the other provisions of
this Agreement (other than Section 4.16) is by its express terms inapplicable,
and (e) any other disposition, so long as no Default shall have occurred and be
continuing immediately prior or after giving effect to such disposition and

(i) such disposition is a sale to any Person for
cash in an amount not less than the fair market value of the assets
sold net of the liabilities assumed, as determined in the good faith
judgment of the Board of Directors of the Borrower or the applicable
Subsidiary, and (A) the Cash Flow Percentage attributable to such
assets (including the portion of assets exchanged, as provided in
clause (ii) below, to which the cash component, if any, of any such
exchange is attributable), together with the Cash Flow Percentage of
all other assets sold by the Borrower and its Subsidiaries pursuant to
this clause (i), or exchanged by the Borrower and its Subsidiaries
pursuant to clause (ii) below, within the prior four fiscal quarters
of the Borrower, does not exceed 15% and (B) the Cash Flow Percentage
attributable to such assets, together with the Cash Flow Percentage
(determined, with respect to prior sales, at the time of each such
sale) of all assets sold by the Borrower and its Subsidiaries pursuant
to this clause (i), and exchanged by the Borrower and its Subsidiaries
pursuant to clause (ii) below, since the Restated Agreement

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Date does not exceed 30%, and (C) the Borrower shall have furnished to
the Banks, not later than the tenth Business Day preceding the date of
any such disposition wherein the sale price is greater than
$5,000,000, a certificate of the president or chief financial officer
of the Borrower stating that (1) each Loan Document Representation and
Warranty is true and correct both immediately before and after giving
effect to such disposition and (2) no Default shall have occurred and
be continuing both immediately before and after giving effect to such
disposition, and no Default shall have occurred and be continuing,
including under Sections 4.22 through 4.26, after giving pro forma
effect to such disposition, or

(ii) such disposition is an exchange, with any Person, of
assets exchanged by the Borrower or applicable Subsidiary comprising
one or more newspaper publishing properties or the stock of a Person
owning such property or properties (other than any of the Acquired
Assets (other than the Times-Standard in Eureka, California)) for
assets comprising one or more other newspaper publishing properties of
a similar nature and of equal or greater value, as determined in the
good faith judgment of the Board of Directors of the Borrower or the
applicable Subsidiary, and (A) the Cash Flow Percentage attributable
to such assets exchanged by the Borrower or applicable Subsidiary,
together with the Cash Flow Percentage attributable to all other
assets exchanged by the Borrower and its Subsidiaries pursuant to this
clause (ii), or sold by the Borrower and its Subsidiaries pursuant to
clause (i) above, within the prior four fiscal quarters of the
Borrower, does not exceed 15%, (B) the Cash Flow Percentage
attributable to such assets, together with the Cash Flow Percentage
(determined, with respect to prior exchanges, at the time of each such
exchange) attributable to all other assets exchanged by the Borrower
and its Subsidiaries pursuant to this clause (ii), and exchanged by
the Borrower and its Subsidiaries pursuant to clause (i) above, since
the Restated Agreement Date, does not exceed 30%, and (C) the Borrower
shall have furnished to the Banks, not later than the tenth Business
Day preceding the date of any such exchange wherein the fair market
value of the assets received in exchange is greater than $5,000,000, a
certificate of the president or chief financial officer of the
Borrower stating that (1) each Loan Document Representation and
Warranty is true and correct both immediately before and after giving
effect to such disposition, (2) no Default shall have occurred and be
continuing both immediately before and after giving effect to such
disposition, and no Default shall have occurred and be continuing,
including under Sections 4.22 through 4.26, after giving pro forma
effect to such disposition and (3) the value of the assets received by
the Borrower or applicable Subsidiary in such exchange is not less
than the

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fair market value of the assets disposed by the Borrower or such
Subsidiary in such exchange.

Section 4.11. Capital Expenditures. Make or be obligated at
any time to make Capital Expenditures in any fiscal year of the Borrower in
excess of the amounts set forth below in the aggregate for the Borrower and its
Consolidated Subsidiaries, on a consolidated basis, for each fiscal year of the
Borrower; provided, that up to 100% of any such amount, if not so expended in
the fiscal year for which it is permitted, may be carried over for expenditure
in the following fiscal years.

Fiscal Year Ending Aggregate Amount
------------------ ----------------

June 30, 1997 $6,000,000
Thereafter 5,000,000

Section 4.12. Operating Leases. Be obligated, at any time,
under operating leases to make rental payments in any fiscal year of the
Borrower in excess of $5,000,000 in the aggregate for the Borrower and its
Consolidated Subsidiaries, on a consolidated basis.

Section 4.13. Investments. Make or acquire any Investment or
have any Investment outstanding, except that this Section 4.13 shall not apply
to (a) Money Market Investments, (b) Investments constituting acquisitions
permitted under Section 4.09, (c) Investments by the Borrower or any Subsidiary
in the Borrower or any Wholly Owned Subsidiary, (d) notes or other instruments
received by the Borrower or any Subsidiary as payment for the disposition of
assets in accordance with Section 4.10(a) hereof, and (e) Investments made by
the Borrower or any Subsidiary in The York Newspaper Company for the purpose of
financing capital expenditures; provided any such additional Investments made
on or after the Restated Agreement Date do not exceed $500,000 in the
aggregate.

Section 4.14. Taxes of Other Persons. (a) File a
consolidated, combined, unitary or similar group Tax return with any other
Person other than, in the case of the Borrower, a Consolidated Tax Subsidiary
or ANI and, in the case of any such Subsidiary, the Borrower, a Consolidated
Tax Subsidiary or ANI or (b) except as required by Applicable Law or as
permitted by Section 4.08 hereof, pay or enter into any Contract to pay any
Taxes owing by any Person other than the Borrower or a Consolidated Tax
Subsidiary.

Section 4.15. Benefit Plans. (a) Have, or permit any of its
ERISA Affiliates to have, any Benefit Plan other than an Existing Benefit Plan;
(b) permit any Existing Benefit Plan to be amended in any manner that would
cause the aggregate Unfunded Benefit Liabilities under all Existing Benefit
Plans to exceed $500,000; or (c) permit any Existing Benefit Plan to have a
Funded Current Liability Percentage of less than 60%.

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Section 4.16. Transactions with Affiliates. Effect any
transaction (or series of related transactions) (each a "Transaction") with any
Affiliate of the Borrower, including, without limitation, any sale, purchase,
lease or loan or any other direct or indirect payment, transfer or other
disposition of assets, property or services, unless (a) such Transaction is on
terms no less favorable to the Borrower or the applicable Subsidiary, as the
case may be, than those that could be obtained in a comparable arm's-length
transaction with an independent third party (the "Fairness Condition") and (b)
prior to effecting such Transaction, the Borrower shall deliver to the Agent
(i) with respect to any Transaction involving aggregate consideration in excess
of $1,000,000, a certificate of the president or the chief financial officer of
the Borrower certifying that a majority of the disinterested members of the
Board of Directors of the Borrower has approved such Transaction and has
determined that the terms of such Transaction satisfy the Fairness Condition
and (ii) with respect to any Transaction (x) involving aggregate consideration
in excess of $1,000,000 in which there are no disinterested directors or (y)
involving aggregate consideration in excess of $10,000,000, a written opinion
from a nationally recognized investment banking firm stating that the terms of
such Transaction satisfy the Fairness Condition or are fair to the Borrower or
the applicable Subsidiary from a financial point of view; provided, however,
that clause (b)(ii)(y) shall not apply to purchases of newsprint in the
ordinary course of business by the Borrower and its Subsidiaries from
Affiliates of the Borrower. Notwithstanding the foregoing, this provision
shall not apply to (A) any Transaction, in the ordinary course of business,
between the Borrower and a Wholly Owned Subsidiary of the Borrower, or between
Wholly Owned Subsidiaries of the Borrower, (B) the making of Investments not
prohibited by Section 4.13, (C) the making of any Restricted Payment not
prohibited by Section 4.08 and (D) the payment of fees payable pursuant to the
Management Agreement.

Section 4.17. Limitation on Restrictive Covenants. Permit to
exist, at any time, any consensual restriction limiting the ability (whether by
covenant, event of default, subordination or otherwise) of any Subsidiary
(including for purposes of this Section 4.17, NJN and its Subsidiaries) to (a)
pay dividends or make any other distributions on shares of its capital stock
held by the Borrower or any other Subsidiary, (b) pay any obligation owed to
the Borrower or any other Subsidiary, (c) make any loans or advances to or
investments in the Borrower or in any other Subsidiary, (d) transfer any of its
property or assets to the Borrower or any other Subsidiary or (e) create any
Lien upon its property or assets whether now owned or hereafter acquired or
upon any income or profits therefrom, except that this Section 4.17 shall not
apply to Permitted Restrictive Covenants.

Section 4.18. Issuance or Disposition of Capital Securities.
Issue any of its Capital Securities or sell, transfer or otherwise dispose of
any Capital Securities of any

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Subsidiary, except for any issuance of Capital Securities that are subjected to
the Security Interest in a manner satisfactory to the Agent.

Section 4.19. Substance Storage and Disposal. Permit any
hazardous wastes, environmental contaminants or other substances, the improper
release or disposal of which could result in the incurrence by the Borrower or
any of its Subsidiaries of remedial obligations under Applicable Law, to be
brought onto or stored on the properties owned or leased by it except for (a)
substances to be used in connection with the business of the Borrower and its
Subsidiaries, pending and during such use, (b) substances that were generated
or used in connection with such business, pending their disposal, and (c)
existing conditions on the Closing Date, as such term is defined in Section 3.2
of the Thomson Asset Purchase Agreement with respect to properties acquired
pursuant to such agreement.

Section 4.20. Management Agreement; Tax Sharing Agreement.
Amend, supplement or otherwise change (or agree to any amendment, supplement or
other change of) the terms of the Management Agreement or the Tax Sharing
Agreement.

Section 4.21. Certain Restrictions with respect to Other
Indebtedness. (i) Defease or make any payments the effect of which is to
defease (whether pursuant to the defeasance provisions of the Indenture or
otherwise), or make any voluntary or optional payment or prepayment on or
purchase or redemption of, the Subordinated Notes in whole or in part, or (ii)
amend, supplement or otherwise change (or agree to any amendment, supplement or
other change of) the terms of the NJN Credit Agreement, the Subordinated Notes,
the Indenture or make any payment consistent with an amendment, supplement or
change thereto, if the effect of such amendment, supplement or change is to
increase the interest rate payable under the NJN Credit Agreement or on the
Subordinated Notes, advance the dates upon which payments of principal or
interest are due under the NJN Credit Agreement or on the Subordinated Notes
(including any such change that adds or modifies mandatory or voluntary
prepayments), restrict the right of the Borrower or any Subsidiary to make
Investments in any Eagle Subsidiary, change, in a manner adverse to the
Borrower and the Subsidiaries or which confers additional rights on the holders
thereof, any event of default or covenant (or any definition relating thereto)
with respect to the Subordinated Notes, change, in a manner adverse to NJN or
its Subsidiaries or which confers additional rights on the lenders under the
NJN Credit Agreement, any event of default or covenant (or any definition
relating thereto) set forth in the NJN Credit Agreement, change the redemption
or repurchase provisions with respect to the Subordinated Notes in a manner
adverse to the Borrower and the Subsidiaries or which confers additional rights
on the holders thereof, change the subordination provisions of the Subordinated
Notes or otherwise increase the obligations of the obligor or confer additional
rights on the holders of the

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45
Subordinated Notes without, in each case, obtaining the prior written consent
of the Required Banks to such amendment or change.

D. The Borrower shall not at any time:

Section 4.22. Ratio of Consolidated Debt to Operating Cash
Flow. Permit the ratio of Consolidated Debt to Operating Cash Flow at any time
during a period set forth below to be greater than the ratio set forth opposite
such period:

(a) From the Restated Agreement Date through June 29,
1997: 5.95:1;

(b) From June 30, 1997 through June 29, 1998: 5.50:1;

(d) From June 30, 1999 through June 29, 2000: 4.50:1; and

(e) From June 30, 2000 and
thereafter: 4.25:1.

Section 4.23. Ratio of Consolidated Senior Debt to Operating
Cash Flow. Permit the ratio of Consolidated Senior Debt to Operating Cash Flow
at any time during a period set forth below to be greater than the ratio set
forth opposite such period:

(a) From the Restated Agreement Date through
June 29, 1997: 4.25:1;

(b) From June 30, 1997 through
June 29, 1998: 4.00:1;

(d) From June 30, 1999 and
thereafter: 3.00:1.

Section 4.24. Pro Forma Interest Coverage. Permit the ratio
of Operating Cash Flow to Pro Forma Consolidated Interest Expense determined as
of the end of any fiscal quarter ending in a period set forth below to be less
than the ratio set forth opposite such period:

(a) From the Restated Agreement Date through
June 29, 1997: 1.50:1;

(b) From June 30, 1997 through

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June 29, 1998: 1.60:1;

(d) From June 30, 1999 and
thereafter: 2.00:1.

Section 4.25. Pro Forma Debt Service Coverage. Permit the
ratio of Operating Cash Flow to Pro Forma Debt Service determined as of the end
of any fiscal quarter ending in a period set forth below to be less than the
ratio set forth opposite such period:

(a) From the Restated Agreement Date through June 29,
1999: 1.00:1; and

(b) From June 30, 1999 and thereafter: 1.10:1.

Section 4.26. Fixed Charge Coverage. Permit the ratio of
Operating Cash Flow to Consolidated Fixed Charges determined as of the end of
any fiscal quarter ending in a period set forth below to be less than the ratio
set forth opposite such period:

(a) From the Restated Agreement Date through
June 30, 1999: 1.10:1; and

(b) From July 1, 1999 and thereafter:
1.15:1.

Section 4.27. Interest Rate Protection Agreements. Fail to
enter into, on or prior to the date that is 90 days after the Restated
Agreement Date, or thereafter maintain in full force and effect in accordance
with the terms thereof, Interest Rate Protection Agreements in form and
substance satisfactory to the Agent with respect to a notional principal amount
equal to or greater than 30% of the aggregate principal amount of the Loans
outstanding at such time.

ARTICLE 5

INFORMATION

Section 5.01. Information to Be Furnished. From the Restated
Agreement Date and until the Repayment Date, the Borrower shall furnish to each
Bank:

(a) 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 of the Borrower, commencing
with the quarterly period ended September 30, 1996:

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(i) consolidated and consolidating balance sheets of the
Borrower and the Consolidated Subsidiaries (including NJN and its
Consolidated Subsidiaries) as at the end of such quarterly period and
the related consolidated statements of income, statements of income of
each Consolidated Subsidiary (including NJN and its Consolidated
Subsidiaries) and consolidated statements of cash flows of the
Borrower and the Consolidated Subsidiaries (including NJN and its
Consolidated Subsidiaries) for such quarterly period and for the
elapsed portion of the fiscal year ended with the last day of such
quarterly period, setting forth in each case in comparative form the
figures for the corresponding periods of the previous fiscal year; and

(ii) consolidated statements of cash flows of NJN and its
Consolidated Subsidiaries for such quarterly period and for the
elapsed portion of the fiscal year ended with the last day of such
quarterly period, setting forth in each case in comparative form the
figures for the corresponding periods of the previous fiscal year.

(b) Monthly Reports. As soon as available and in any
event within 45 days after the end of each month, the statements of revenues
and operating expenses of each of the Borrower, its Subsidiaries and NJN and
its Subsidiaries, for such month and for the portion of the fiscal year then
ended, including comparisons of operations with budget and the prior year, in
the form currently prepared for management.

(c) Year-End Financial Statements; Accountants' Certificate.
As soon as available and in any event within 90 days after the end of each
fiscal year of the Borrower, commencing with the fiscal year ended June 30,
1997:

(i) consolidated and consolidating balance sheets
of the Borrower and the Consolidated Subsidiaries (including NJN and
its Consolidated Subsidiaries) as at the end of such fiscal year and
the related consolidated statements of income, statements of income of
each Consolidated Subsidiary (including NJN and its Consolidated
Subsidiaries) and consolidated statements of cash flows of the
Borrower and the Consolidated Subsidiaries (including NJN and its
Consolidated Subsidiaries) for such fiscal year, setting forth in
comparative form the figures as at the end of and for the previous
fiscal year;

(ii) consolidated statements of cash flows of NJN
and its Consolidated Subsidiaries for such fiscal year, setting forth
in comparative form the figures as at the end of and for the previous
fiscal year;

(iii) an audit report of Ernst & Young, or other
independent certified public accountants of recognized standing
satisfactory to the Required Banks, on such of the

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financial statements referred to in clauses (i) and (ii) as are
consolidated financial statements, which report shall be in scope and
substance satisfactory to the Required Banks;

(iv) a certificate of such accountants addressed
to the Banks and in form and substance satisfactory to the Required
Banks (A) stating that they have caused this Agreement to be reviewed
and that, in making the examination necessary for their report on such
consolidated financial statements, nothing came to their attention
that caused them to believe that, as of the date of such financial
statements, any Default exists or, if such is not the case, specifying
such Default and its nature, when it occurred and whether it is
continuing and (B) having attached the calculations required to
establish whether or not the Borrower was in compliance with the
covenants contained in Sections 4.22, 4.23, 4.24, 4.25 and 4.26; and

(v) the operating budget summary setting forth
the projections of operating revenues and expenses of the Borrower and
the Subsidiaries for the succeeding budget year.

(d) Officer's Certificates. At the time that financial
statements are furnished pursuant to Section 5.01(a) or (c), a certificate of
the president or chief financial officer of the Borrower in the form of
Schedule 5.01(d). At the time that financial statements are furnished pursuant
to Section 5.01(a) and within 45 days after the end of each fiscal year of the
Borrower, a certificate of the president or chief financial officer of the
Borrower demonstrating the ratio of Consolidated Debt to Operating Cash Flow
and stating, if applicable, that a change in the Base Rate Margin or Eurodollar
Rate Margin should be made.

(e) Reports and Filings. (i) Promptly upon receipt thereof,
copies of all reports, if any, submitted to the Borrower or any Subsidiary, or
the Board of Directors of the Borrower or any Subsidiary, by its independent
certified public accountants, including any management letter; (ii) as soon as
practicable, copies of all such financial statements and reports as ANI, the
Borrower or any Subsidiary shall send to its stockholders and of all
registration statements and all regular or periodic reports that ANI, the
Borrower or any Subsidiary shall file, or may be required to file, with the
Securities and Exchange Commission or any successor commission; (iii) promptly
upon the effectiveness thereof, copies of each amendment, supplement or
modification to the Indenture or the ANI Indenture and (iv) as soon as
practicable, copies of all Information furnished to the holders of the
Subordinated Notes or the ANI Senior Discount Notes.

(f) Requested Information. From time to time and promptly
upon request of any Bank, such Information regarding the Loan Documents, the
Loans, the Letters of Credit or the business,

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49
assets, Liabilities, financial condition, results of operations or business
prospects of the Borrower and the Subsidiaries (including NJN and its
Subsidiaries) as such Bank may request, in each case in form and substance and
certified in a manner satisfactory to the requesting Bank.

(g) Notice of Defaults, Material Adverse Changes and Other
Matters. Prompt notice of:

(i) any Default,

(ii) the acquisition or formation of a new
Subsidiary and, in the case of each such new Subsidiary, its name,
jurisdiction of incorporation, the percentages of the various classes
of its Capital Securities owned by the Borrower or another Subsidiary
and whether or not such new Subsidiary is a Consolidated Subsidiary,

(iii) any change in the name of any Subsidiary, its
jurisdiction of incorporation, the percentages of the various classes
of its Capital Securities owned by the Borrower or another Subsidiary
or its status as a Consolidated or non-Consolidated Subsidiary,

(iv) the threatening or commencement of, or the
occurrence or nonoccurrence of any change or event relating to, any
action, suit or proceeding that would cause the Representation and
Warranty contained in Section 3.05 to be incorrect if made at such
time,

(v) the occurrence or nonoccurrence of any change
or event that would cause the Representation and Warranty contained in
Section 3.07 or Section 3.10 to be incorrect if made at such time,

(vi) any event or condition referred to in clauses
(i) through (vii) of Section 6.01(g), whether or not such event or
condition shall constitute an Event of Default,

(vii) any amendment of the certificate of
incorporation or by-laws of the Borrower or any Subsidiary that is a
Loan Party, and

(viii) any amendment or modification of any of the
Thomson Acquisition Documents.

Section 5.02. Accuracy of Financial Statements and
Information.

(a) Historical Financial Statements. The Borrower hereby
represents and warrants that (i) Schedule 5.02(a) sets forth a complete and
correct list of the financial statements submitted by the Borrower to the Banks
in order to induce them to

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50
execute and deliver this Agreement, (ii) such financial statements are complete
and correct and present fairly, in accordance with Generally Accepted
Accounting Principles (except for normal year-end audit adjustments), the
consolidated and, to the extent applicable, consolidating financial position of
the Borrower and the Consolidated Subsidiaries as at their respective dates and
the consolidated and, to the extent applicable, consolidating results of
operations, retained earnings and, as applicable, changes in financial position
or cash flows of the Borrower and such Subsidiaries for the respective periods
to which such statements relate, and (iii) except as disclosed or reflected in
such financial statements, as at June 30, 1996, neither the Borrower nor any
Subsidiary had any Liability, contingent or otherwise, or any unrealized or
anticipated loss, that, singly or in the aggregate, has had or might have a
Materially Adverse Effect on the Borrower and the Consolidated Subsidiaries
taken as a whole.

(b) Future Financial Statements. The financial statements
delivered pursuant to Section 5.01(a) or (c) shall be complete and correct and
present fairly, in accordance with Generally Accepted Accounting Principles
(except for changes therein or departures therefrom that are described in the
certificate or report accompanying such statements and that have been approved
in writing by the Borrower's then current independent certified public
accountants, and except for normal year-end audit adjustments), the
consolidated and, if prepared by the Borrower, consolidating financial position
of the Borrower and the Consolidated Subsidiaries as at their respective dates
and the consolidated and, if prepared by the Borrower, consolidating results of
operations, retained earnings and cash flows of the Borrower and such
Subsidiaries for the respective periods to which such statements relate, and
the furnishing of the same to the Banks shall constitute a representation and
warranty by the Borrower made on the date the same are furnished to the Banks
to that effect and to the further effect that, except as disclosed or reflected
in such financial statements, as at the respective dates thereof, neither the
Borrower nor any Subsidiary had any Liability, contingent or otherwise, or any
unrealized or anticipated loss, that, singly or in the aggregate, has had or
might have a Materially Adverse Effect on the Borrower and the Consolidated
Subsidiaries taken as a whole.

(c) Historical Information. The Borrower hereby represents
and warrants that all Information furnished to the Agent or the Banks by or on
behalf of the Borrower or any Subsidiary prior to the Restated Agreement Date
in connection with or pursuant to the Loan Documents and the relationships
established thereunder, at the time the same was so furnished, but in the case
of Information dated as of a prior date, as of such date, (i) in the case of
any Information prepared in the ordinary course of business, was complete and
correct in the light of the purpose prepared, and, in the case of any
Information the preparation of which was requested by any Bank,

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51
was complete and correct in all material respects to the extent necessary to
give such Bank true and accurate knowledge of the subject matter thereof, (ii)
did not contain any untrue statement of a material fact, and (iii) did not omit
to state a material fact necessary in order to make the statements contained
therein not misleading in the light of the circumstances under which they were
made.

(d) Future Information. All Information furnished or to be
furnished to the Agent or the Banks by or on behalf of the Borrower or any
Subsidiary on or after the Restated Agreement Date in connection with or
pursuant to the Loan Documents or in connection with or pursuant to any
amendment or modification of, or waiver of rights under, the Loan Documents,
shall, at the time the same is so furnished, but in the case of Information
dated as of a prior date, as of such date, (i) in the case of any Information
prepared in the ordinary course of business, be complete and correct in the
light of the purpose prepared, and, in the case of any Information required by
the terms of the Loan Documents or the preparation of which was requested by
any Bank, be complete and correct to the extent necessary to give such Bank
true and accurate knowledge of the subject matter thereof, (ii) not contain any
untrue statement of a material fact, and (iii) not omit to state a material
fact necessary in order to make the statements contained therein not misleading
in the light of the circumstances under which they were made, and the
furnishing of the same to the Agent or any Bank shall constitute a
representation and warranty by the Borrower made on the date the same are so
furnished to the effect specified in clauses (i), (ii) and (iii).

Section 5.03. Additional Covenants Relating to Disclosure.
From the Restated Agreement Date and until the Repayment Date, the Borrower
shall and shall cause each Subsidiary (including NJN and its Subsidiaries) to:

(a) Accounting Methods and Financial Records. Maintain a
system of accounting, and keep such books, records and accounts (which shall be
true and complete), as may be required or necessary to permit (i) the
preparation of financial statements required to be delivered pursuant to
Section 5.01(a) and (c) and (ii) the determination of the compliance of the
Borrower and its Subsidiaries with the terms of the Loan Documents.

(b) Fiscal Year. Maintain the same opening and closing dates
for each fiscal year as for the fiscal year reflected in the Base Financial
Statements.

(c) Visits, Inspections and Discussions. Permit, or, in the
case of premises, property, books, records or Persons not within its immediate
control, promptly take such actions as are necessary or desirable in order to
permit, representatives (whether or not officers or employees) of any Bank,
from time to

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52
time upon reasonable prior notice, as often as may be reasonably requested, to
(i) visit any of its premises or property or any premises or property of others
on which any of its property or books and records (or books and records of
others relating to it) may be located, (ii) inspect, and verify the amount,
character and condition of, any of its property, (iii) review and make extracts
from its books and records and books and records of others relating to it,
including management letters prepared by its independent certified public
accountants, and (iv) discuss with any Person (including its principal
officers, independent certified public accountants) its business, assets,
Liabilities, financial condition, results of operation and business prospects.

Section 5.04. Authorization of Third Parties to Deliver
Information and Discuss Affairs. The Borrower hereby authorizes and directs
each Person whose preparation or delivery to the Agent or the Banks of any
opinion, report or other Information is a condition or covenant under the Loan
Documents (including under Article 2 or this Article 5) to so prepare or
deliver such Information for the benefit of the Agent and the Banks. The
Borrower further authorizes and directs all Persons (a) to furnish to the Banks
any Information regarding the matters referred to in Section 5.01(f) that any
Bank may request, (b) to permit representatives of any Bank to make the visits,
inspections, reviews and extracts of premises, property, books and records
within their possession and control contemplated by Section 5.03(c) and (c) to
discuss with representatives of any Bank the matters referred to in Section
5.03(c). The Borrower agrees to promptly execute and deliver from time to time
such further authorizations to effect the purposes of this Section 5.04 as the
Agent or any Bank may reasonably request.

ARTICLE 6

DEFAULT

Section 6.01. Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary, or within or without the control of the
Borrower, any Subsidiary or any other Loan Party, or be effected by operation
of law or pursuant to any judgment or order of any court or any order, rule or
regulation of any governmental or nongovernmental body:

(a) Any payment of principal of or interest on any of the
Loans or the Notes, any reimbursement of any Drawing or any payment of any fee,
or any cash collateralization of any Contingent Reimbursement Obligation, shall
not be made when and as due (whether at maturity, upon mandatory prepayment, by
reason of notice of prepayment or acceleration or otherwise) and in accordance
with the terms of this Agreement and the Notes;

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(b) Any Loan Document Representation and Warranty shall at
any time prove to have been incorrect or misleading in any material respect
when made;

(A) any term, covenant, condition or
agreement contained in Section 4.01(a) (insofar as such Section
requires the preservation of the corporate existence of each of the
Loan Parties), 4.01(f), 4.04 through 4.26, 5.01(g)(i), 5.03(b) or
5.03(c); or

(B) any term, covenant, condition or
agreement contained in any Borrower Loan Document (other than a term,
covenant, condition or agreement a default in the performance or
observance of which is elsewhere in this Section specifically dealt
with) and, if capable of being remedied, such default shall continue
unremedied for a period of 30 days; or

(ii) Any Loan Party shall default in the performance
or observance of:

(A) any term, covenant, condition or
agreement contained in (1) Sections 1.02, 2.01(a) (insofar as such
Section requires the preservation of the corporate existence of such
Loan Party), 2.01(a)(iv), 2.02(a)(i), 2.02(a)(iv)(B), 2.02(a)(viii),
2.02(b)(i), 2.02(b)(ii), 2.02(b)(iv), 2.02(c)(v) or 2.02(d)(i) of any
Security Agreement to which such Loan Party is a party, (2) Sections
3.01(a) (insofar as such Section requires the preservation of the
corporate existence of such Loan Party) or 3.01(d) of any Guaranty
Agreement under which such Loan Party is a guarantor, and (3) Sections
1.02, 3.01, 3.02(a) (insofar as such Section requires the preservation
of the corporate existence of such Loan Party), 3.02(d), 3.03(a) or
3.06 of any Pledge Agreement to which such Loan Party is a party; or

(B) any term, covenant, condition or
agreement contained in any Loan Document (other than any term,
covenant, condition or agreement a default in the performance or
observance of which is elsewhere in this Section specifically dealt
with) and, if capable of being remedied, such default shall continue
unremedied for a period of 30 days after notice shall have been given
by the Agent to such Loan Party requiring that such default be cured;
or

(iii) Any "Event of Default," as defined in any of the
Mortgages shall have occurred and be continuing;

(d) (i) ANI, the Borrower, any Subsidiary (including for the
purpose of this clause (d), NJN and its Subsidiaries) or

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any other Loan Party shall fail to pay, in accordance with its terms and when
due and payable (giving effect to any applicable grace period), any of the
principal of or interest on any of its Indebtedness (other than the Loans),
(ii) the maturity of any such Indebtedness shall, in whole or in part, have
been accelerated, or any such Indebtedness shall, in whole or in part, have
been required to be prepaid prior to the stated maturity thereof, in accordance
with the provisions of any Contract evidencing, providing for the creation of
or concerning such Indebtedness, or (iii) (A) any event shall have occurred and
be continuing that permits (or, with the passage of time or the giving of
notice or both, would permit) any holder or holders of such Indebtedness, any
trustee or agent acting on behalf of such holder or holders or any other Person
so to accelerate such maturity or require any such prepayment and (B) if the
Contract evidencing, providing for the creation of or concerning such
Indebtedness provides for a cure period for such event, such event shall not be
cured prior to the end of such cure period;

(e) (i) ANI, the Borrower, any Subsidiary (including for the
purpose of this clause (e)(i), NJN and its Subsidiaries) or any other Loan
Party shall (A) commence a voluntary case under the Federal bankruptcy laws (as
now or hereafter in effect), (B) file a petition seeking to take advantage of
any other laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts, (C) consent
to or fail to contest in a timely and appropriate manner any petition filed
against it in an involuntary case under such bankruptcy laws or other laws, (D)
apply for, or consent to, or fail to contest in a timely and appropriate
manner, the appointment of, or the taking of possession by, a receiver,
custodian, trustee, liquidator or the like of itself or of a substantial part
of its assets, domestic or foreign, (E) admit in writing its inability to pay,
or generally not be paying, its debts (other than those that are the subject of
bona fide disputes) as they become due, (F) make a general assignment for the
benefit of creditors, or (G) take any corporate action for the purpose of
effecting any of the foregoing;

(ii) (A) A case or other proceeding shall be commenced
against ANI, the Borrower, any Subsidiary (including for the purpose of this
clause (e)(ii), NJN and its Subsidiaries) or any other Loan Party seeking (1)
relief under the Federal bankruptcy laws (as now or hereafter in effect) or
under any other laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts, or (2) the
appointment of a trustee, receiver, custodian, liquidator or the like of ANI,
the Borrower, any such Subsidiary or any other Loan Party, or of all or any
substantial part of the assets, domestic or foreign, of ANI, the Borrower, any
such Subsidiary or any other Loan Party, and such case or proceeding shall
continue undismissed and unstayed for a period of 45 days, or (B) an order
granting the relief requested in such case or proceeding against ANI, the
Borrower, any such

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Subsidiary or any other Loan Party (including an order for relief under such
Federal bankruptcy laws) shall be entered;

(f) A judgment or order shall be entered against ANI, the
Borrower, any Subsidiary or any other Loan Party by any court, and (i) in the
case of a judgment or order for the payment of money, either (A) such judgment
or order shall continue undischarged and unstayed for a period of 30 days in
which the aggregate amount of all such judgments and orders exceeds $1,000,000
or (B) enforcement proceedings shall have been commenced upon such judgment or
order and (ii) in the case of any judgment or order for other than the payment
of money, such judgment or order could, in the reasonable judgment of the
Required Banks, together with all other such judgments or orders, have a
Materially Adverse Effect on the Borrower and the Consolidated Subsidiaries
taken as a whole;

(g) (i) any Termination Event shall occur with respect to any
Benefit Plan of the Borrower, any Subsidiary, any other Loan Party or any of
their respective ERISA Affiliates, (ii) any Accumulated Funding Deficiency,
whether or not waived, shall exist with respect to any such Benefit Plan, (iii)
any Person shall engage in any Prohibited Transaction involving any such
Benefit Plan, (iv) the Borrower, any Subsidiary, any other Loan Party or any of
their respective ERISA Affiliates shall be in "default" (as defined in ERISA
Section 4219(c)(5)) with respect to payments owing to any such Benefit Plan
that is a Multiemployer Benefit Plan as a result of such Person's complete or
partial withdrawal (as described in ERISA Section 4203 or 4205) therefrom, (v)
the Borrower, any Subsidiary, any other Loan Party or any of their respective
ERISA Affiliates shall fail to pay when due an amount that is payable by it to
the PBGC or to any such Benefit Plan under Title IV of ERISA, (vi) a proceeding
shall be instituted by a fiduciary of any such Benefit Plan against the
Borrower, any Subsidiary, any other Loan Party or any of their respective ERISA
Affiliates to enforce ERISA Section 515 and such proceeding shall not have been
dismissed within 30 days thereafter, or (vii) any other event or condition
shall occur or exist with respect to any such Benefit Plan, except that no
event or condition referred to in clauses (i) through (vii) shall constitute an
Event of Default if it, together with all other such events or conditions at
the time existing, has not subjected, and in the reasonable determination of
the Required Banks will not subject, the Borrower, any Subsidiary or any other
Loan Party to any Liability that, alone or in the aggregate with all such
Liabilities for all such Persons, exceeds $1,000,000;

(h) Any Loan Party or any Affiliate of any Loan Party
asserts, or any Loan Party or any Affiliate of any Loan Party or any other
Person institutes any proceedings seeking to establish, that (i) any provision
of the Loan Documents is invalid, not binding or unenforceable or (ii) the
Security Interest is not a valid and perfected first priority security interest
in the Collateral subject only to Permitted Liens;

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(i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, members of
their families or trusts for the benefit of such Persons shall at any time
cease to be the beneficial owners, directly or indirectly, of common stock of
the Borrower representing not less than 90% of the issued and outstanding
shares of the Borrower's common stock;

(j) ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ shall at
any time cease to be senior officers of the Borrower and MediaNews Group, Inc.
or otherwise remain actively involved in the management of the Borrower and
MediaNews Group, Inc. and shall not have been replaced by one or more senior
officers satisfactory to the Required Banks within 90 days of such event; or

(k) Unless MediaNews Group, Inc. shall have either merged
into the Borrower or, so long as it is the parent company of the Borrower,
merged into ANI, MediaNews Group, Inc. shall at any time cease to manage or
supervise the operations of the Borrower or the Management Agreement shall at
any time be terminated or superseded.

Section 6.02. Remedies Upon Event of Default. During the
continuance of any Event of Default (other than one specified in Section
6.01(e)) and in every such event, the Agent, upon notice to the Borrower, may
(but shall not be obligated to), and if directed by the Required Banks shall,
do any or all of the following: (a) declare, in whole or, from time to time,
in part, the principal of and interest on the Loans and the Notes and all other
amounts owing under the Borrower Loan Documents to be, and the Loans and the
Notes and all such other amounts shall thereupon and to that extent become, due
and payable (b) demand that the Borrower deliver cash collateral to the Agent
in an amount equal to the aggregate amount of Contingent Reimbursement
Obligations then outstanding to be held in accordance with Section 9.19 and
such amount shall thereupon become due and payable to the Agent and (c)
terminate, in whole or, from time to time, in part, the Commitments. Upon the
occurrence of an Event of Default specified in Section 6.01(e), automatically
and without any notice to the Borrower, (a) the principal of and interest on
the Loans and the Notes and all other amounts owing under the Borrower Loan
Documents shall be due and payable, (b) the Commitments shall terminate and (c)
an amount equal to the aggregate amount of Contingent Reimbursement Obligations
then outstanding shall be due and payable to the Agent to be held in accordance
with Section 9.19. Presentment, demand, protest or notice of any kind (other
than the notice provided for in the first sentence of this Section 6.02) are
hereby expressly waived.

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ARTICLE 7

ADDITIONAL CREDIT FACILITY PROVISIONS

Section 7.01. Mandatory Suspension and Conversion of
Eurodollar Rate Loans. A Bank's obligations to make, continue or convert into
Eurodollar Rate Loans of any Type shall be suspended, all such Bank's
outstanding Loans of that Type shall be converted on the last day of their
applicable Interest Periods (or, if earlier, in the case of clause (c) below,
on the last day such Bank may lawfully continue to maintain Loans of that Type
or, in the case of clause (d) below, on the day determined by such Bank to be
the last Business Day before the effective date of the applicable restriction)
into, and all pending requests for the making or continuation of or conversion
into Loans of such Type by such Bank shall be deemed requests for, Base Rate
Loans, if:

(a) on or prior to the determination of an interest
rate for a Eurodollar Rate Loan of that Type for any Interest Period,
the Agent determines that for any reason appropriate information is
not available to it for purposes of determining the Adjusted
Eurodollar Rate for such Interest Period;

(b) on or prior to the first day of any Interest
Period for a Eurodollar Rate Loan of that Type, such Bank determines
that the Adjusted Eurodollar Rate as determined by the Agent for such
Interest Period would not accurately reflect the cost to such Bank of
making, continuing or converting into a Eurodollar Rate Loan of such
Type for such Interest Period;

(c) at any time such Bank determines that any
Regulatory Change makes it unlawful or impracticable for such Bank or
its applicable Lending Office to make, continue or convert into any
Eurodollar Rate Loan of that Type, or to comply with its obligations
hereunder in respect thereof; or

(d) such Bank determines that, by reason of any
Regulatory Change, such Bank or its applicable Lending Office is
restricted, directly or indirectly, in the amount that it may hold of
(i) a category of liabilities that includes deposits by reference to
which, or on the basis of which, the interest rate applicable to
Eurodollar Rate Loans of that Type is directly or indirectly
determined or (ii) the category of assets that includes Eurodollar
Rate Loans of that Type.

If, as a result of this Section 7.01, any Loan of any Bank that would otherwise
be made or maintained as or converted into a Eurodollar Rate Loan of any Type
for any Interest Period is instead made or maintained as or converted into a
Base Rate Loan, then, unless the corresponding Loan of each of the other Banks
is

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also to be made or maintained as or converted into a Base Rate Loan, such Loan
shall be treated as being a Eurodollar Rate Loan of such Type for such Interest
Period for all purposes of this Agreement (including the timing, application
and proration among the Banks of interest payments, conversions and
prepayments) except for the calculation of the interest rate borne by such
Loan. The Agent shall promptly notify the Borrower and each Bank of the
existence or occurrence of any condition or circumstance specified in clause
(a) above, and each Bank shall promptly notify the Borrower and the Agent of
the existence or occurrence of any condition or circumstance specified in
clause (b), (c) or (d) above applicable to such Bank's Loans, but the failure
by the Agent or such Bank to give any such notice shall not affect such Bank's
rights hereunder.

Section 7.02. Regulatory Changes. If in the determination of
any Bank or, in the case of any Letter of Credit or Drawing, the Issuing Bank
(a) any Regulatory Change shall directly or indirectly (i) reduce the amount of
any sum received or receivable by (A) such Bank with respect to any Eurodollar
Rate Loan or Letter of Credit Participation or the return to be earned by such
Bank on any Eurodollar Rate Loan or Letter of Credit Participation or (B) the
Issuing Bank with respect to any Letter of Credit or Drawing, (ii) impose a
cost on (A) such Bank or any Affiliate of such Bank that is attributable to the
making or maintaining of, or such Bank's commitment to make or acquire, any
Eurodollar Rate Loan or Letter of Credit Participation or (B) the Issuing Bank
or any of its Affiliates that is attributable to the issuance or maintaining
of, or the commitment to issue, any Letter of Credit or the making or
maintaining of any Drawing, (iii) require (A) such Bank or any Affiliate of
such Bank to make any payment on or calculated by reference to the gross amount
of any amount received by such Bank under any Loan Document in respect of its
Eurodollar Rate Loans or its obligations to make Eurodollar Rate Loans or (B)
the Issuing Bank or any of its Affiliates to make any payment on or calculated
by reference to the gross amount of any amount received by the Issuing Bank or
any of its Affiliates in respect of any Letter of Credit or its commitment to
issue any Letter of Credit or Drawing or (iv) reduce, or have the effect of
reducing, the rate of return on any capital of (A) such Bank or any Affiliate
of such Bank that such Bank or such Affiliate is required to maintain on
account of any Eurodollar Rate Loan or Letter of Credit Participation or such
Bank's commitment to make any Eurodollar Rate Loan or Letter of Credit
Participation or (B) the Issuing Bank or any of its Affiliates that the Issuing
Bank or such Affiliate is required to maintain on account of any Letter of
Credit or Drawing or the Issuing Bank's commitment to issue any Letter of
Credit and (b) such reduction, increased cost or payment shall not be fully
compensated for by an adjustment in the applicable rates of interest payable
under the Loan Documents, then the Borrower shall pay to such Bank or the
Issuing Bank, as the case may be, such additional amounts as such Bank or the
Issuing Bank, as the case may be, determines will, together with any adjustment
in the

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applicable rates of interest payable hereunder, fully compensate for such
reduction, increased cost or payment. Such additional amounts shall be
payable, in the case of those applicable to prior periods, within 15 days after
request by such Bank or the Issuing Bank, as the case may be, for such payment
and, in the case of those applicable to future periods, on the dates specified,
or determined in accordance with a method specified, by such Bank or the
Issuing Bank, as the case may be. Each Bank and the Issuing Bank will promptly
notify the Borrower of any determination made by it referred to in clauses (a)
and (b) above, but the failure to give such notice shall not affect such
Bank's, or the Issuing Bank's, as the case may be, right to such compensation.

Section 7.03. Funding Losses. The Borrower shall pay to each
Bank, upon request, such amount or amounts as such Bank determines are
necessary to compensate it for any loss, cost or expense incurred by it as a
result of (a) any payment, prepayment or conversion of a Eurodollar Rate Loan
on a date other than the last day of an Interest Period for such Eurodollar
Rate Loan or (b) a Eurodollar Rate Loan for any reason not being made or
converted, or any payment of principal thereof or interest thereon not being
made, on the date therefor determined in accordance with the applicable
provisions of this Agreement. At the election of such Bank, and without
limiting the generality of the foregoing, but without duplication, such
compensation on account of losses may include an amount equal to the excess of
(i) the interest that would have been received from the Borrower under this
Agreement on any amounts to be reemployed during an Interest Period or its
remaining portion over (ii) the interest component of the return that such Bank
determines it could have obtained had it placed such amount on deposit in the
interbank Dollar market selected by it for a period equal to such Interest
Period or its remaining portion.

Section 7.04. Certain Determinations. In making the
determinations contemplated by Sections 7.01, 7.02 and 7.03, each Bank and the
Issuing Bank may make such estimates, assumptions, allocations and the like
that such Person in good faith determines to be appropriate, and such Person's
selection thereof in accordance with this Section 7.04, and the determinations
made by such Bank on the basis thereof, shall be final, binding and conclusive
upon the Borrower, except, in the case of such determinations, for manifest
errors in computation or transmission. Each Bank and the Issuing Bank shall
furnish to the Borrower upon request a certificate outlining in reasonable
detail the computation of any amounts claimed by it under Sections 7.02 and
7.03 and the assumptions underlying such computations.

Section 7.05. Change of Lending Office. If an event occurs
with respect to a Lending Office of any Bank or, in the case of any Letter of
Credit or Drawing, the Issuing Bank, that makes operable the provisions of
clause (c) or (d) of Section

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7.01 or entitles such Bank or the Issuing Bank, as the case may be, to make a
claim under Section 7.02, such Bank or the Issuing Bank, as the case may be,
shall, if requested by the Borrower, use reasonable efforts to designate
another Lending Office or Offices the designation of which will eliminate such
operability or reduce the amount such Bank or the Issuing Bank, as the case may
be, is so entitled to claim, provided that such designation would not, in the
sole and absolute discretion of such Bank, or the Issuing Bank, as the case may
be, be disadvantageous to such Bank in any manner or contrary to such Bank's or
the Issuing Bank's, as the case may be, policies. Each Bank and the Issuing
Bank may at any time and from time to time change any Lending Office and shall
give notice of any such change to the Agent and the Borrower. Except in the
case of a change in Lending Offices made at the request of the Borrower, the
designation of a new Lending Office by any Bank or the Issuing Bank shall not
make operable the provisions of clause (c) or (d) of Section 7.01 or entitle
such Bank to make a claim under Section 7.02 if the operability of such clause
or such claim results solely from such designation and not from a subsequent
Regulatory Change.

ARTICLE 8

THE AGENT

Section 8.01. Appointment and Powers. Each Bank hereby
irrevocably appoints and authorizes The Bank of New York, and The Bank of New
York hereby agrees, to act as the agent for and representative (within the
meaning of Section 9-105(m) of the Uniform Commercial Code) of such Bank under
the Loan Documents with such powers as are delegated to the Agent and the
Secured Party by the terms thereof, together with such other powers as are
reasonably incidental thereto. The Agent's duties shall be purely ministerial
and it shall have no duties or responsibilities except those expressly set
forth in the Loan Documents. The Agent shall not be required under any
circumstances to take any action that, in its judgment, (a) is contrary to any
provision of the Loan Documents or Applicable Law or (b) would expose it to any
Liability or expense against which it has not been indemnified to its
satisfaction. The Agent shall not, by reason of its serving as the Agent, be a
trustee or other fiduciary for any Bank. Bankers Trust Company, in its
capacity as Documentation Agent, shall be entitled to all of the rights (other
than with respect to fees payable to the Agent) and immunities of the Agent
provided for in the Loan Documents, but shall have no duties or
responsibilities except for those expressly set forth therein.

Section 8.02. Limitation on Agent's Liability. Neither the
Agent nor any of its directors, officers, employees or agents shall be liable
or responsible for any action taken or omitted to be taken by it or them under
or in connection with the Loan Documents, except for its or their own gross
negligence,

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willful misconduct or knowing violations of law. The Agent shall not be
responsible to any Bank for (a) any recitals, statements, representations or
warranties contained in the Loan Documents or in any certificate or other
document referred to or provided for in, or received by any of the Banks under,
the Loan Documents, (b) the validity, effectiveness or enforceability of the
Loan Documents or any such certificate or other document, (c) the value or
sufficiency of the Collateral or (d) any failure by the Loan Parties to perform
any of their obligations under the Loan Documents. The Agent may employ agents
and attorneys-in-fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact so long as the Agent was not
grossly negligent in selecting or directing such agents or attorneys-in-fact.
The Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telecopier, telegram
or cable) believed by it to be genuine and correct and to have been signed or
given by or on behalf of the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Agent. As to any matters not expressly provided for by the Loan
Documents, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, under the Loan Documents in accordance with
instructions signed by the Required Banks, and such instructions of the
Required Banks and any action taken or failure to act pursuant thereto shall be
binding on all of the Banks.

Section 8.03. Defaults. The Agent shall not be deemed to
have knowledge of the occurrence of a Default (other than the non-payment to it
of principal of or interest on Loans or fees) unless the Agent has received
notice from a Bank or the Borrower specifying such Default and stating that
such notice is a "Notice of Default". In the event that the Agent has
knowledge of such a non-payment or receives such a notice of the occurrence of
a Default, the Agent shall give prompt notice thereof to the Banks. In the
event of any Default, the Agent shall (a) in the case of a Default that
constitutes an Event of Default, take any or all of the actions referred to in
clauses (a), (b) and (c) of the first sentence of Section 6.02 if so directed
by the Required Banks and (b) in the case of any Default, take such other
action with respect to such Default as shall be reasonably directed by the
Required Banks. Unless and until the Agent shall have received such
directions, in the event of any Default, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interests of the
Banks.

Section 8.04. Rights as a Bank. Each Person acting as the
Agent that is also a Bank shall, in its capacity as a Bank, have the same
rights and powers under the Loan Documents as any other Bank and may exercise
the same as though it were not acting as the Agent, and the term "Bank" or
"Banks" shall include such Person in its individual capacity. Each Person
acting as the

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Agent (whether or not such Person is a Bank) and its Affiliates may (without
having to account therefor to any Bank) accept deposits from, lend money to and
generally engage in any kind of banking, trust or other business with the Loan
Parties and their Affiliates as if it were not acting as the Agent, and such
Person and its Affiliates may accept fees and other consideration from the Loan
Parties and their Affiliates for services in connection with the Loan Documents
or otherwise without having to account for the same to the Banks.

Section 8.05. Indemnification. The Banks agree to indemnify
the Agent (to the extent not reimbursed by the Loan Parties under the Loan
Documents), ratably on the basis of the respective principal amounts of the
Loans outstanding made by the Banks (or, if no Loans are at the time
outstanding, ratably on the basis of their respective Commitments), for any and
all Liabilities, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by or asserted against the Agent (including the costs and expenses
that the Loan Parties are obligated to pay under the Loan Documents) in any way
relating to or arising out of the Loan Documents or any other documents
contemplated thereby or referred to therein or the transactions contemplated
thereby or the enforcement of any of the terms thereof or of any such other
documents, provided that no Bank shall be liable for any of the foregoing to
the extent they arise from gross negligence, willful misconduct or knowing
violations of law by the Agent.

Section 8.06. Non-Reliance on Agent and Other Banks. Each
Bank agrees that it has made and will continue to make, independently and
without reliance on the Agent or any other Bank, and based on such documents
and information as it deems appropriate, its own credit analysis of the Loan
Parties, its own evaluation of the Collateral and its own decision to enter
into the Loan Documents and to take or refrain from taking any action in
connection therewith. The Agent shall not be required to keep itself informed
as to the performance or observance by the Loan Parties of the Loan Documents
or any other document referred to or provided for therein or to inspect the
properties or books of any Loan Party or any Subsidiary thereof or the
Collateral. Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Agent under the Loan
Documents, the Agent shall have no obligation to provide any Bank with any
information concerning the business, status or condition of any Loan Party or
any Subsidiary thereof, the Loan Documents or the Collateral that may come into
the possession of the Agent or any of its Affiliates.

Section 8.07. Execution and Amendment of Loan Documents on
Behalf of the Banks. Each Bank hereby authorizes the Agent to (a) execute and
deliver, in the name of and on behalf of such Bank, (i) the Security
Agreements, the Guaranty Agreements, the Mortgages and the Pledge Agreement,
(ii) all UCC

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financing and continuation statements and other documents the filing or
recordation of which are, in the determination of the Agent, necessary or
appropriate to create, perfect or maintain the existence or perfected status of
the Security Interest and (iii) any other Loan Document requiring execution by
or on behalf of such Bank, and (b) release Collateral from the Security
Interest to the extent that such Collateral has been disposed of in accordance
with Section 4.10. The Agent shall consent to any amendment of any term,
covenant, agreement or condition of the Security Agreements, the Guaranty
Agreements, the Mortgages and the Pledge Agreement, or to any waiver of any
right thereunder, if, but only if, the Agent is directed to do so in writing by
the Required Banks; provided, however, that (i) the Agent shall not be required
to consent to any such amendment or waiver that affects its rights or duties
and (ii) the Agent shall not, unless directed to do so in writing by each Bank,
(A) consent to any assignment by any Loan Party of any of its rights or
obligations under any such agreement or (B) release any Collateral from the
Security Interest, except as specified in clause (b) above.

Section 8.08. Resignation of the Agent. The Agent may at any
time give notice of its resignation to the Banks and the Borrower. Upon
receipt of any such notice of resignation, the Required Banks may, after
consultation with the Borrower, appoint a successor Agent. If no successor
Agent shall have been so appointed by the Required Banks and shall have
accepted such appointment within 30 days after the resigning Agent's giving of
notice of resignation, then the resigning Agent may, on behalf of the Banks and
after consultation with the Borrower, appoint a successor Agent. Upon the
acceptance by any Person of its appointment as a successor Agent, (a) such
Person shall thereupon succeed to and become vested with all the rights,
powers, privileges, duties and obligations of the resigning Agent and the
resigning Agent shall be discharged from its duties and obligations as Agent
under the Loan Documents and (b) the resigning Agent shall promptly transfer
all Collateral within its possession or control to the possession or control of
the successor Agent and shall execute and deliver such notices, instructions
and assignments as may be necessary or desirable to transfer the rights of the
Agent with respect to the Collateral to the successor Agent. After any
resigning Agent's resignation as Agent, the provisions of this Article 8 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as the Agent.

ARTICLE 9

MISCELLANEOUS

Section 9.01. Notices and Deliveries. (a) Notices and
Materials Other than Collateral. Except as provided in Section 9.01(b):

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(i) Manner of Delivery. All notices, communications
and materials (including all Information) to be given or delivered pursuant to
the Borrower Loan Documents shall, except in those cases where giving notice by
telephone is expressly permitted, be given or delivered in writing (which shall
include telex and telecopy transmissions). Notices under Sections 1.02,
1.04(c), 1.06, 1.08 and 6.02 may be by telephone, promptly, in the case of each
notice other than one under Section 6.02, confirmed in writing. In the event
of a discrepancy between any telephonic notice and any written confirmation
thereof, such written confirmation shall be deemed the effective notice except
to the extent that the Agent has acted in reliance on such telephonic notice.

(ii) Addresses. All notices, communications and
materials to be given or delivered pursuant to the Borrower Loan Documents
shall be given or delivered at the following respective addresses and telex,
telecopier and telephone numbers and to the attention of the following
individuals or departments:

(A) if to the Borrower, to it at:

Garden State Newspapers, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Executive Vice President & Chief
Financial Officer

with a copy to:

Verner, Liipfert, Bernhard, ▇▇▇▇▇▇▇▇▇
and Hand
▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇

Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.

(B) if to the Agent or the Secured Party, to it at:

The Bank of New York
Communications, Entertainment and
Publishing Division
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

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Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇/8593
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Senior Vice President

with a copy to:

The Bank of New York
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ (6366 or 6367)
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Agency Function
Administration, 18th Floor

(C) if to any Bank (including any Bank in its
capacity as the Issuing Bank or the Swing
Loan Lender), to it at the address or telex,
telecopier or telephone number and to the
attention of the individual or department,
set forth below such Bank's name under the
heading "Notice Address" on Annex A or, in
the case of a Bank that becomes a Bank
pursuant to an assignment, set forth under
the heading "Notice Address" in the Notice of
Assignment given to the Borrower and the
Agent with respect to such assignment;

or at such other address or telex, telecopier or telephone number or to the
attention of such other individual or department as the party to which such
information pertains may hereafter specify for the purpose in a notice
specifically captioned "Notice of Change of Address" given to (x) if the party
to which such information pertains is the Borrower, the Agent and each Bank,
(y) if the party to which such information pertains is the Agent, the Borrower
and each Bank and (z) if the party to which such information pertains is a
Bank, the Borrower and the Agent.

(iii) Effectiveness. Each notice and communication
and any material to be given or delivered pursuant to the Borrower Loan
Documents shall be deemed so given or delivered (A) if sent by registered or
certified mail, postage prepaid, return receipt requested, on the third
Business Day after such notice, communication or material, addressed as above
provided, is delivered to a United States post office and a receipt therefor is
issued thereby, (B) if sent by any other means of physical delivery, when such
notice, communication or material is delivered to the appropriate address as
above provided, (C) if sent by telex, when such notice, communication or
material is transmitted to the appropriate number determined as above provided
in this Section 9.01 and the appropriate

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answer-back is received, (D) if sent by telecopier, when such notice,
communication or material is transmitted to the appropriate telecopier number
as above provided and is received at such number and (E) if given by telephone,
when communicated to the individual or any member of the department specified
as the individual or department to whose attention notices, communications and
materials are to be given or delivered, or, in the case of notice by the Agent
to the Borrower under Section 6.02 given by telephone as above provided, if any
individual or any member of the department to whose attention notices,
communications and materials are to be given or delivered is unavailable at the
time, to any other officer or employee of the Borrower, except that (x) notices
of a change of address, telex, telecopier or telephone number or individual or
department to whose attention notices, communications and materials are to be
given or delivered shall not be deemed given until received and (y) notices,
communications and materials to be given or delivered to the Agent or any Bank
pursuant to Sections 1.02, 1.04(c), 1.06, 1.08 and 1.13(b) and Article 5 shall
not be deemed given or delivered until received by the officer of the Agent or
such Bank responsible, at the time, for the administration of the Loan
Documents.

(iv) Reasonable Notice. Any requirement under
Applicable Law of reasonable notice by the Agent or the Banks to the Borrower
of any event in connection with, or in any way related to, the Loan Documents
or the exercise by the Agent or the Banks of any of their rights thereunder
shall be met if notice of such event is given to the Borrower in the manner
prescribed above at least 10 days before (A) the date of such event or (B) the
date after which such event will occur.

(b) Collateral. Until the Agent shall otherwise specify, all
Collateral to be delivered to the Agent pursuant to the Borrower Loan Documents
consisting of instruments, securities, chattel paper, letters of credit or
documents shall be delivered to the Agent at the Agent's Office either by hand
delivery or by registered or certified mail, postage prepaid, return receipt
requested, in either case insured in an amount not less than the greater of the
aggregate face amount and the aggregate fair market value of the Collateral so
being delivered. All other Collateral to be delivered to the Agent pursuant to
the Borrower Loan Documents shall be delivered to such Person, at such address,
by such means and in such manner as the Agent may designate.

Section 9.02. Expenses; Indemnification. Whether or not any
Loans are made, or any Letter of Credit is issued, hereunder, the Borrower
shall:

(a) pay or reimburse the Agent, the Issuing Bank, the Swing
Loan Lender and each Bank for all transfer, documentary, stamp and similar
taxes, and all recording and filing fees and taxes, payable in connection with,
arising out of, or in any way

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related to, the execution, delivery and performance of the Loan Documents or
the making of the Loans or the issuance of the Letters of Credit;

(b) pay or reimburse the Agent for all costs and expenses
(including reasonable fees and disbursements of legal counsel, appraisers,
accountants and other experts employed or retained by the Agent) incurred by
the Agent in connection with, arising out of, or in any way related to (i) the
negotiation, preparation, execution and delivery of (A) the Loan Documents and
(B) whether or not executed, any waiver, amendment or consent thereunder or
thereto, (ii) the administration of and any operations under the Loan
Documents, (iii) consulting with respect to any matter in any way arising out
of, related to, or connected with, the Loan Documents, including (A) the
protection or preservation of the Collateral, (B) the protection, preservation,
exercise or enforcement of any of the rights of the Agent, the Issuing Bank,
the Swing Loan Lender or the Banks in, under or related to the Collateral or
the Loan Documents or (C) the performance of any of the obligations of the
Agent, the Issuing Bank, the Swing Loan Lender or the Banks under or related to
the Loan Documents, (iv) protecting or preserving the Collateral or (v)
protecting, preserving, exercising or enforcing any of the rights of the Agent,
the Issuing Bank, the Swing Loan Lender or the Banks in, under or related to
the Collateral or the Loan Documents, including defending the Security Interest
as a valid, perfected, first priority security interest in the Collateral
subject only to Permitted Liens;

(c) pay or reimburse each Bank, the Issuing Bank and the
Swing Loan Lender for all costs and expenses (including reasonable fees and
disbursements of legal counsel and other experts employed or retained by such
Bank, the Issuing Bank or the Swing Loan Lender) incurred by such Bank, the
Issuing Bank or the Swing Loan Lender in connection with, arising out of, or in
any way related to protecting, preserving, exercising or enforcing any of its
rights in, under or related to the Collateral or the Loan Documents; and

(d) indemnify and hold each Indemnified Person harmless from
and against all losses (including judgments, penalties and fines) suffered, and
pay or reimburse each Indemnified Person for all costs and expenses (including
reasonable fees and disbursements of legal counsel and other experts employed
or retained by such Indemnified Person) incurred, by such Indemnified Person in
connection with, arising out of, or in any way related to (i) any Loan Document
Related Claim (whether asserted by such Indemnified Person or the Borrower or
any other Person), including the prosecution or defense thereof and any
litigation or proceeding with respect thereto (whether or not, in the case of
any such litigation or proceeding, such Indemnified Person is a party thereto),
or (ii) any investigation, governmental or otherwise, arising out of, related
to, or in any way connected with, the Loan Documents or

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the relationships established thereunder, except that the foregoing indemnity
shall not be applicable to any loss suffered by any Indemnified Person to the
extent such loss is determined by a judgment of a court that is binding on the
Borrower and such Indemnified Person, final and not subject to review on
appeal, to be the result of acts or omissions on the part of such Indemnified
Person constituting (x) willful misconduct, (y) knowing violations of law or
(z) in the case of claims by the Borrower against such Indemnified Person, such
Indemnified Person's failure to observe any other standard applicable to it
under any of the other provisions of the Loan Documents or, but only to the
extent not waivable thereunder, Applicable Law.

Section 9.03. Amounts Payable Due Upon Request for Payment.
All amounts payable by the Borrower under Section 9.02 and under the other
provisions of the Borrower Loan Documents shall, except as otherwise expressly
provided, be immediately due upon request for the payment thereof.

Section 9.04. Remedies of the Essence. The various rights
and remedies of the Agent, the Issuing Bank, the Swing Loan Lender and the
Banks under the Borrower Loan Documents are of the essence of those agreements,
and the Agent, the Issuing Bank, the Swing Loan Lender and the Banks shall be
entitled to obtain a decree requiring specific performance of each such right
and remedy.

Section 9.05. Rights Cumulative. Each of the rights and
remedies of the Agent, the Issuing Bank, the Swing Loan Lender and the Banks
under the Loan Documents shall be in addition to all of their other rights and
remedies under the Loan Documents and Applicable Law, and nothing in the Loan
Documents shall be construed as limiting any such rights or remedies.

Section 9.06. Disclosures. The Agent, the Issuing Bank, the
Swing Loan Lender and the Banks may disclose to, and exchange and discuss with,
any other Person (the Agent, the Issuing Bank, the Swing Loan Lender, the Banks
and each such other Person being hereby authorized to do so) any information
concerning the Collateral or the Borrower or any Subsidiary (whether received
by the Agent, the Issuing Bank, the Swing Loan Lender, the Banks or such other
Person in connection with or pursuant to the Loan Documents or otherwise) for
the purpose of, but only to the extent necessary for, (a) complying with
Applicable Law, (b) protecting or preserving the Collateral, (c) protecting,
preserving, exercising or enforcing any of their rights in, under or related to
the Collateral or the Loan Documents, (d) performing any of their obligations
under or related to the Loan Documents or (e) consulting with respect to any of
the foregoing matters.

Section 9.07. Amendments; Waivers. Any term, covenant,
agreement or condition of the Borrower Loan Documents may be amended, and any
right under the Borrower Loan Documents

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may be waived, if, but only if, such amendment or waiver is in writing and is
signed by (a) in the case of an amendment or waiver with respect to the
Borrower Loan Documents referred to in Section 8.07(a), the Agent, (b) in the
case of an amendment or waiver with respect to any other Borrower Loan
Document, the Required Banks and, if the rights and duties of the Agent, the
Issuing Bank, or the Swing Loan Lender are affected thereby, by the Agent, the
Issuing Bank, or the Swing Loan Lender, as the case may be and (c) in the case
of an amendment with respect to any Borrower Loan Document, by the Borrower;
provided, however, that no amendment or waiver shall be effective, unless in
writing and signed by each Bank affected thereby, to the extent it (i) changes
the amount of such Bank's Commitment, (ii) reduces the principal of or the rate
of interest on such Bank's Loans or Note, the amount of such Bank's Letter of
Credit Participations or any fees payable to such Bank hereunder, (iii)
postpones any date fixed for any reduction of the RC A Commitments, the RC B
Commitments or any payment of principal of or interest on such Bank's Loans,
Note, Letter of Credit Participations or any fees payable to such Bank
hereunder, (iv) releases any Collateral from the Security Interest except to
the extent that such Collateral has been disposed of in accordance with Section
4.10, or (v) amends Section 1.14, this Section 9.07, the definition of
"Required Banks" contained in Section 10.01 or any other provision of this
Agreement requiring the consent or other action of all of the Banks. Unless
otherwise specified in such waiver, a waiver of any right under the Borrower
Loan Documents shall be effective only in the specific instance and for the
specific purpose for which given. No election not to exercise, failure to
exercise or delay in exercising any right, nor any course of dealing or
performance, shall operate as a waiver of any right of the Agent, the Issuing
Bank, the Swing Loan Lender or any Bank under the Borrower Loan Documents or
Applicable Law, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right of the Agent, the Issuing Bank, the Swing Loan Lender or any Bank under
the Borrower Loan Documents or Applicable Law.

Section 9.08. Set-Off; Suspension of Payment and Performance.
The Agent, the Issuing Bank, the Swing Loan Lender and each Bank is hereby
authorized by the Borrower, at any time and from time to time, without notice,
(a) during any Event of Default, to set off against, and to appropriate and
apply to the payment of, the Liabilities of the Borrower under the Borrower
Loan Documents (whether owing to such Person or to any other Person that is the
Agent, the Issuing Bank, the Swing Loan Lender or a Bank and whether matured or
unmatured, fixed or contingent or liquidated or unliquidated and including
amounts to which a Bank is entitled with respect to its Letter of Credit
Participations) any and all Liabilities owing by such Person or any of its
Affiliates to the Borrower or any Wholly Owned Subsidiary (whether payable in
Dollars or any other currency, whether matured or unmatured and, in the case of
Liabilities that are deposits, whether general or special, time or demand and

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however evidenced and whether maintained at a branch or office located within
or without the United States) and (b) during any Event of Default, to suspend
the payment and performance of such Liabilities owing by such Person or its
Affiliates and, in the case of Liabilities that are deposits, to return as
unpaid for insufficient funds any and all checks and other items drawn against
such deposits.

Section 9.09. Sharing of Recoveries. Each Bank agrees that,
if, for any reason, including as a result of (a) the exercise of any right of
counterclaim, set-off, banker's lien or similar right, (b) its claim in any
applicable bankruptcy, insolvency or other similar law being deemed secured by
a Debt owed by it to any Loan Party, including a claim deemed secured under
Section 506 of the Bankruptcy Code, or (c) the allocation of payments by the
Agent or any Loan Party in a manner contrary to the provisions of Section 1.13,
such Bank shall receive payment of a proportion of the aggregate amount due and
payable to it hereunder as principal of or interest on the Loans or fees that
is greater than the proportion received by any other Bank in respect of the
aggregate of such amounts due and payable to such other Bank hereunder, then
the Bank receiving such proportionately greater payment shall purchase
participations (which it shall be deemed to have done simultaneously upon the
receipt of such payment) in the rights of the other Banks hereunder so that all
such recoveries with respect to such amounts due and payable hereunder (net of
costs of collection) shall be pro rata; provided that if all or part of such
proportionately greater payment received by the purchasing Bank is thereafter
recovered by or on behalf of any Loan Party from such Bank, such purchases
shall be rescinded and the purchase prices paid for such participations shall
be returned to such Bank to the extent of such recovery, but without interest
(unless the purchasing Bank is required to pay interest on the amount recovered
to the Person recovering such amount, in which case the selling Bank shall be
required to pay interest at a like rate). The Borrower expressly consents to
the foregoing arrangements and agrees that any holder of a participation in any
rights hereunder so purchased or acquired pursuant to this Section 9.09(a)
shall, with respect to such participation, be entitled to all of the rights of
a Bank under Sections 7.02, 9.02 and 9.08 (subject to any condition imposed on
a Bank hereunder with respect thereto) and may exercise any and all rights of
set-off with respect to such participation as fully as though the Borrower were
directly indebted to the holder of such participation for Loans in the amount
of such participation.

Section 9.10. Assignments and Participations. (a)
Assignments. (i) The Borrower may not assign any of its rights or obligations
under the Borrower Loan Documents without the prior written consent of (A) in
the case of the Borrower Loan Documents referred to in Section 8.07(a), the
Agent and (B) in the case of any of the other Borrower Loan Documents, the
Issuing Bank, the Swing Loan Lender and each Bank, and no assignment of

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any such obligation shall release such Borrower therefrom unless the Agent, the
Issuing Bank, the Swing Loan Lender and each Bank, as applicable, shall have
consented to such release in a writing specifically referring to the obligation
from which such Borrower is to be released.

(ii) Each Bank may from time to time assign any or
all of its rights and obligations under the Borrower Loan Documents to one or
more Persons; provided that, except in the case of the grant of a security
interest to a Federal Reserve Bank (which may be made without condition or
restriction), no such assignment shall be effective unless (A) the assignment
is consented to by the Borrower (unless an Event of Default exists) the Issuing
Bank, the Swing Loan Lender and the Agent, such consents not to be unreasonably
withheld, (B) in the case of a partial assignment, the assignment shall involve
the assignment of not less than $5,000,000 of the assignor Bank's Commitment,
(C) a Notice of Assignment with respect to the assignment, duly executed by the
assignor and the assignee, shall have been given to the Borrower, the Issuing
Bank, the Swing Loan Lender and the Agent, (D) except in the case of an
assignment by the Bank that is the Agent, the Agent shall have been paid an
assignment fee of $3,500, (E) unless otherwise agreed to by each of the Banks,
such assignment is made on or after the earlier of the date that is 90 days
following the Restated Agreement Date and the date on which the general
syndication of the credit facility provided for herein is completed, as
specified by the Agent and (F) in the case of an assignment of any RC A Loan,
RC A Commitment, RC B Loan, RC B Commitment, Term A Loan, Term B Loan, Letter
of Credit Participation or Swing Loan to any assignee, the assignment shall
include a pro rata portion of all of the RC A Loans, RC A Commitments, RC B
Loans, RC B Commitments, Term A Loans, Term B Loans, Letter of Credit
Participations and Swing Loans of the assignor Bank. Upon any effective
assignment, the assignor shall be released from the obligations so assigned
and, in the case of an assignment of all of its Loans and Commitment, shall
cease to be a Bank. In the event of any effective assignment by a Bank, the
Borrower shall issue a new Note to the assignee Bank (against, other than in
the case of a partial assignment, receipt of the existing Note of the assignor
Bank). Notwithstanding the foregoing, no Bank may assign any of its rights and
obligations under the Borrower Loan Documents prior to the date on which the
general syndication of the credit facility provided for herein is completed, as
specified by The Bank of New York and Bankers Trust Company, other than in
accordance with the agreement of such Banks entered into prior to the Restated
Agreement Date with respect thereto. Nothing in this Section 9.10 shall limit
the right of any Bank to assign its interest in the Loans and its Note to a
Federal Reserve Bank as collateral security under Regulation A of the Board of
Governors of the Federal Reserve System, but no such assignment shall release
such Bank from its obligations hereunder.

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(b) Participations. Each Bank may from time to time sell or
otherwise grant participations in any or all of its rights and obligations
under the Borrower Loan Documents. In the event of any such grant by a Bank of
a participation, such Bank's obligations under the Loan Documents to the other
parties thereto shall remain unchanged, such Bank shall remain solely
responsible for the performance thereof, and the Borrower, the Issuing Bank,
the Swing Loan Lender, the Agent and the other Banks may continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations thereunder. A Bank may not grant to any holder of a participation
the right to require such Bank to take or omit to take any action under the
Loan Documents, except that a Bank may grant to any such holder the right to
require such holder's consent to (i) reduce the principal of or the rate of
interest on such Bank's Loans, Note or the amount of such Bank's Letter of
Credit Participations or any fees payable to such Bank hereunder, (ii) postpone
any date fixed for any reduction of the RC A Commitments, the RC B Commitments
or any payment of principal of or interest on such Bank's Loans, Note or the
amount of such Bank's Letter of Credit Participations or any fees payable to
such Bank hereunder, (iii) permit any Loan Party to assign any of its
obligations under the Loan Documents to any other Person or (iv) release any
Collateral from the Security Interest except as required or contemplated by the
Loan Documents. Each holder of a participation in any rights under the
Borrower Loan Documents, if and to the extent the applicable participation
agreement so provides, shall, with respect to such participation, be entitled
to all of the rights of a Bank as fully as though it were a Bank under Sections
1.14, 7.02, 7.03, 9.02(d) and 9.07 (subject to any conditions imposed on a Bank
hereunder with respect thereto) and may exercise any and all rights of set-off
with respect to such participation as fully as though the Borrower were
directly indebted to the holder of such participation for Loans in the amount
of such participation; provided, however, that no holder of a participation
shall be entitled to any amounts that would otherwise be payable to it with
respect to its participation under Section 1.14 or 7.02 unless (x) such amounts
are payable in respect of Regulatory Changes that are enacted, adopted or
issued after the date the applicable participation agreement was executed or
(y) such amounts would have been payable to the Bank that granted such
participation if such participation had not been granted.

Section 9.11. Governing Law. The rights and duties of the
Borrower, the Agent and the Banks under this Agreement and the Notes (including
matters relating to the Maximum Permissible Rate) shall, pursuant to New York
General Obligations Law Section 5-1401, be governed by the law of the State of
New York.

Section 9.12. Judicial Proceedings; Waiver of Jury Trial.
Any judicial proceeding brought against the Borrower with respect to any Loan
Document Related Claim may be brought in any court of competent jurisdiction in
the City of New York, and, by execution and delivery of this Agreement, the
Borrower (a)

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accepts, generally and unconditionally, the nonexclusive jurisdiction of such
courts and any related appellate court and irrevocably agrees to be bound by
any judgment rendered thereby in connection with any Loan Document Related
Claim and (b) irrevocably waives any objection it may now or hereafter have as
to the venue of any such proceeding brought in such a court or that such a
court is an inconvenient forum. The Borrower hereby waives personal service of
process and consents that service of process upon it may be made by certified
or registered mail, return receipt requested, at its address specified or
determined in accordance with the provisions of Section 9.01(a)(ii), and
service so made shall be deemed completed on the third Business Day after such
service is deposited in the mail. Nothing herein shall affect the right of the
Agent, the Issuing Bank, the Swing Loan Lender, any Bank or any other
Indemnified Person to serve process in any other manner permitted by law or
shall limit the right of the Agent, the Issuing Bank, the Swing Loan Lender,
any Bank or any other Indemnified Person to bring proceedings against the
Borrower in the courts of any other jurisdiction. Any judicial proceeding by
the Borrower against the Agent, the Issuing Bank, the Swing Loan Lender, or any
Bank involving any Loan Document Related Claim shall be brought only in a court
located in the City and State of New York. THE BORROWER, THE AGENT, THE
ISSUING BANK, THE SWING LOAN LENDER AND EACH BANK HEREBY WAIVE TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

Section 9.13. LIMITATION OF LIABILITY. NEITHER THE AGENT,
THE ISSUING BANK, THE SWING LOAN LENDER, NOR THE BANKS NOR ANY OTHER
INDEMNIFIED PERSON SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER
HEREBY WAIVES, RELEASES AND AGREES NOT TO ▇▇▇ FOR, ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES SUFFERED BY THE BORROWER IN CONNECTION WITH ANY LOAN
DOCUMENT RELATED CLAIM.

Section 9.14. Severability of Provisions. Any provision of
the Borrower Loan Documents that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions thereof or affecting the validity or enforceability of such
provision in any other jurisdiction. To the extent permitted by Applicable
Law, the Borrower hereby waives any provision of Applicable Law that renders
any provision of the Borrower Loan Documents prohibited or unenforceable in any
respect.

Section 9.15. Counterparts. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto were upon the same instrument.

Section 9.16. Survival of Obligations. Except as otherwise
expressly provided therein, the rights and obligations of the Borrower, the
Agent, the Issuing Bank, the Swing Loan

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Lender, the Banks and the other Indemnified Persons under the Borrower Loan
Documents shall survive the Repayment Date and the termination of the Security
Interest.

Section 9.17. Entire Agreement. This Agreement, the Notes
and the other Loan Documents embody the entire agreement among the Borrower,
the Agent, the Issuing Bank, the Swing Loan Lender, and the Banks relating to
the subject matter hereof and supersede all prior agreements, representations
and understandings, if any, relating to the subject matter hereof.

Section 9.18. Successors and Assigns. All of the provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

Section 9.19. Cash Collateral. If, at any time, payment,
prepayment or cash collateralization of Contingent Reimbursement Obligations
shall be required pursuant to any provision of any of the Loan Documents, such
payment, prepayment or cash collateralization shall be made by deposit of funds
in Dollars, in the amount of such payment, prepayment or cash
collateralization, into a cash collateral account at the Agent's Office, which
account shall be under the sole dominion and control of the Agent and is hereby
pledged to the Agent for the benefit of itself, the Banks and the Issuing Bank
as security for the payment of the Contingent Reimbursement Obligations and any
other amounts that may become payable hereunder. Funds deposited in such
account, and any income thereon, may be applied by the Agent against amounts
payable under the Loan Documents as such amounts become due. Any funds
remaining in such account when all Contingent Reimbursement Obligations and
other amounts payable under the Loan Documents have been paid and the Repayment
Date shall have occurred shall be promptly remitted to the Borrower.

ARTICLE 10

INTERPRETATION

Section 10.01. Defined Terms. For the purposes of this
Agreement:

"A Commitment Reduction" has the meaning ascribed to that term
in Section 1.06(c).

"Accumulated Funding Deficiency" has the meaning ascribed to
that term in Section 302 of ERISA.

"Acquired Assets" means (a) the assets acquired by the
Borrower pursuant to the Thomson Acquisition, including but not limited to
assets comprising the Acquired Newspapers, (b) any and all other assets
acquired with the proceeds of RC A Loans and (c)

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replacements of any of the assets described in clauses (a) and (b) acquired in
the ordinary course of business.

"Acquired Newspapers" means the Pasadena Star-News, the San
▇▇▇▇▇▇▇ Valley Tribune, the Whittier Daily News, the Times-Standard and The
Evening Sun.

"Adjusted Eurodollar Rate" means, for any Interest Period, a
rate per annum (rounded upward, if necessary, to the next higher 1/16 of 1%)
equal to the rate obtained by dividing (a) the Eurodollar Rate for such
Interest Period by (b) a percentage equal to 1 minus the Reserve Requirement in
effect from time to time during such Interest Period.

"Affiliate" means, with respect to a Person, any other Person
that, directly or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, such first Person; unless
otherwise specified, "Affiliate" means an Affiliate of the Borrower.

"Agent" means The Bank of New York, as agent for and
representative (within the meaning of Section 9- 105(m) of the Uniform
Commercial Code) of the Banks under the Loan Documents, and any successor Agent
appointed pursuant to Section 8.08.

"Agent's Office" means the address of the Agent specified in
or determined in accordance with the provisions of Section 9.01(a)(ii).

"Agreement" means this Agreement, including all schedules,
annexes and exhibits hereto.

"Agreement Date" means August 31, 1995, being the date that
this Agreement (prior to the amendment and restatement hereof as of the
Restated Agreement Date) originally became effective.

"ANI" means Affiliated Newspapers Investments, Inc., a
Delaware corporation.

"ANI Indenture" means the Indenture dated as of May 15, 1994
between ANI and The Bank of New York, as trustee, with respect to the ANI
Senior Discount Notes.

"ANI Pledge Agreement" means the Pledge Agreement, dated as of
the date hereof, between ANI and the Secured Party, in substantially the form
of Exhibit D.

"ANI Senior Discount Notes" means the $173,576,000 principal
amount of 13 1/4% Senior Discount Debentures of ANI due July 1, 2006.

"Applicable Law" means, anything in Section 9.11 to the
contrary notwithstanding, (a) all applicable common law and

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principles of equity and (b) all applicable provisions of all (i)
constitutions, statutes, rules, regulations and orders of governmental bodies,
(ii) Governmental Approvals and (iii) orders, decisions, judgments and decrees
of all courts (whether at law or in equity or admiralty) and arbitrators.

"Bank" means (a) the Agent and any Person listed on the
signature pages hereof following the Agent and (b) any Person that has been
assigned any or all of the rights or obligations of a Bank pursuant to Section
9.10(a).

"Bank Nonparticipation" means (i) the inability of any Bank to
acquire any Letter of Credit Participation pursuant to Section 1.03(e) or to
make any payment required by it under Section 1.03(h) because of such Bank's
having been subject to receivership, insolvency or other similar laws, (ii) the
refusal of any Bank to acquire any Letter of Credit Participation pursuant to
Section 1.03(e) or to make any payment required by it under Section 1.03(h) or
(iii) the giving by any Bank to the Issuing Bank of any notice (which has not
been retracted) of its intention not to so acquire any Letter of Credit
Participation or to make any such required payment, in each case without
limiting the rights and remedies of the Borrower against such Bank arising out
of any of the foregoing.

"Base Financial Statements" means the most recent, audited,
consolidated balance sheet of the Borrower and the Consolidated Subsidiaries
referred to in Schedule 5.02(a) and the related statements of income, retained
earnings and cash flows for the fiscal year ended with the date of such balance
sheet.

"Base Rate" means, for any day, a rate per annum equal to the
higher of (a) the Prime Rate in effect on such day and (b) the sum of the
Federal Funds Rate in effect on such day plus 1/2%.

"Base Rate Loan" means any Loan the interest on which is, or
is to be, as the context may require, computed on the basis of the Base Rate.

"Base Rate Margin" means, with respect to Base Rate Loans
outstanding on any day during each period beginning on the 45th day of each
fiscal quarter and ending on the 45th day of the immediately succeeding fiscal
quarter, such percentage as set forth in the following table opposite the
applicable ratio of Consolidated Debt to Operating Cash Flow determined as of
the end of the fiscal quarter immediately preceding such period:

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Ratio of Consolidated Applicable
Debt to Operating Cash Flow Base Rate Margin
--------------------------- ----------------

Greater/Equal to 5.50:1 1.250%
Less Than 5.50:1 but Greater/Equal to 5.00:1 1.000%
Less Than 5.00:1 but Greater/Equal to 4.50:1 0.625%
Less Than 4.50:1 but Greater/Equal to 4.00:1 0.375%
Less Than 4.00:1 but Greater/Equal to 3.50:1 0.125%
Less Than 3.50:1 0.000%

Notwithstanding the foregoing, prior to the delivery of the financial
statements of the Borrower for the fiscal quarter ending December 31, 1996,
pursuant to Section 5.01(a), the Base Rate Margin shall be 1.000%.

"Benefit Plan" means, with respect to any Person, at any time,
any employee benefit plan (including a Multiemployer Benefit Plan), the funding
requirements of which (under Section 302 of ERISA or Section 412 of the Code)
are, or at any time within six years immediately preceding the time in question
were, in whole or in part, the responsibility of such Person.

"Borrower" means Garden State Newspapers, Inc., a Delaware
corporation.

"Borrower Loan Documents" means the Loan Documents to which
the Borrower is a party.

"Business Day" means any day other than a Saturday, Sunday or
other day on which banks in New York City are authorized to close.

"Capital Expenditures" means any expenditures in respect of
the purchase or other acquisition (by way of the acquisition of securities of a
Person or otherwise) of fixed or capital assets (excluding any such asset
acquired in connection with normal replacement and maintenance programs
properly charged to current operations or acquired with proceeds of insurance
for the purpose of replacement thereof) and excluding Investments to which
Section 4.13 is by its express terms inapplicable.

"Capital Security" means, with respect to any Person, (a) any
share of capital stock of such Person or (b) any security convertible into, or
any option, warrant or other right to acquire, any share of capital stock of
such Person.

"Cash Flow Percentage" means, as of the date of any sale or
exchange of capital stock or assets, the ratio, expressed as a percentage,
derived by dividing (a) Operating Cash Flow attributable thereto for the four
consecutive fiscal quarters of the Borrower ending on, or most recently ended
prior to, such date for which financial information is available and has been
delivered to the Banks hereunder prior to such date of sale or

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exchange by (b) Operating Cash Flow of the Borrower and its Consolidated
Subsidiaries for such period.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means all property in which a Lien is created
pursuant to the Loan Documents.

"Commitment" of any Bank means such Bank's Term A Commitment,
Term B Commitment, RC A Commitment and RC B Commitment.

"Consolidated Debt" means, at any time, the consolidated
Indebtedness of the Borrower and its Consolidated Subsidiaries (including, for
purposes of determining the ratio of Consolidated Debt to Operating Cash Flow
and the ratio of Consolidated Senior Debt to Operating Cash Flow, NJN and its
Subsidiaries if, at such time, such Persons are included in the calculation of
Consolidated Net Income as provided in the definition of such term) as of such
time.

"Consolidated Fixed Charges" means, as of any date of
determination, the following, determined with respect to the immediately
preceding four fiscal quarters of the Borrower for which financial statements
have been delivered pursuant to Section 5.01(a) or 5.01(c), the sum of (a) all
Required Repayments, and all other payments of principal of all Indebtedness
(including capital leases) of the Borrower and its Consolidated Subsidiaries
scheduled to have been made during such period, determined on a consolidated
basis, (b) the aggregate amount of Capital Expenditures made by the Borrower
and the Consolidated Subsidiaries during such period, (c) Interest Expense for
such period and (d) without duplication, taxes paid in cash and payments in
respect of taxes made by the Borrower or any Consolidated Subsidiary pursuant
to the Tax Sharing Agreement during such period.

"Consolidated Net Income" means, for any period, the amount of
consolidated net income of the Borrower and the Consolidated Subsidiaries
(including, for purposes of determining the ratio of Consolidated Debt to
Operating Cash Flow and the ratio of Consolidated Senior Debt to Operating Cash
Flow, NJN and its Subsidiaries if, at such time, (x) no event or condition of
the type described in Section 6.01(d) with respect to any Indebtedness of NJN
or its Subsidiaries shall have occurred and be continuing and (y) the Borrower
shall be in compliance with Section 4.17 as such Section relates to NJN and its
Subsidiaries) for such period (taken as a cumulative whole); provided, that
there shall be excluded: (a) any net income (or net loss) of a Consolidated
Subsidiary (i) for any period during which it was not a Consolidated Subsidiary
or (ii), in case of any such net income, to the extent that the declaration or
payment of dividends or similar distributions by that Consolidated Subsidiary
is not at the time permitted by operation of the terms

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of any Contract (other than this Agreement) or Applicable Law; (b) any net
income (or net loss) of any Person (other than a Consolidated Subsidiary) in
which the Borrower or any Consolidated Subsidiary has an ownership interest,
except to the extent that any such income has actually been received by the
Borrower or such Subsidiary in the form of cash dividends or similar
distributions; (c) any restoration of any contingency reserve, except to the
extent that provision for such reserve was made out of income during such
period; (d) any net gains or losses on the sale or other disposition, not in
the ordinary course of business, of investments and other capital assets;
provided, that there shall also be excluded any related charges for taxes
thereon; (e) any net gain arising from the collection of the proceeds of any
insurance policy; (f) any write-up of any asset; (g) any net gains resulting
from the extinguishment or defeasance of any Indebtedness; (h) any earnings
from discontinued businesses; and (i) any extraordinary gains or losses.

"Consolidated Senior Debt" means, at any time, Consolidated
Debt other than Subordinated Debt as of such time.

"Consolidated Subsidiary" means, with respect to any Person at
any time, any Subsidiary or other Person the accounts of which would be
consolidated with those of such first Person in its consolidated financial
statements as of such time; unless otherwise specified, "Consolidated
Subsidiary" means a Consolidated Subsidiary of the Borrower (other than NJN and
its Consolidated Subsidiaries).

"Consolidated Tax Subsidiary" means a Subsidiary which could
elect to file consolidated, combined, unitary or similar group Tax returns with
ANI, the Borrower or another Subsidiary.

"Contingent Reimbursement Obligation" means the contingent
obligation of the Borrower to reimburse the Issuing Bank for any Drawings that
may in the future be made under an outstanding Letter of Credit, whenever
issued. Without limiting the foregoing, the amount of all Contingent
Reimbursement Obligations at any time shall be the aggregate amount available
to be drawn under outstanding Letters of Credit at such time.

"Contract" means (a) any agreement, including an indenture,
lease or license, (b) any deed or other instrument of conveyance, (c) any
certificate of incorporation or charter and (d) any by-law.

"Debt" means any Liability that constitutes "debt" or "Debt"
under section 101(12) of the Bankruptcy Code or under the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any analogous Applicable
Law.

"Default" means any condition or event that constitutes an
Event of Default or that with the giving of notice or lapse of

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time or both would, unless cured or waived, become an Event of Default.

"Dollars" and the sign "$" mean lawful money of the United
States of America.

"Domestic Lending Office" of any Bank or the Swing Loan Lender
means (a) the branch or office of such Bank or the Swing Loan Lender set forth
below such Bank's or the Swing Loan Lender's name under the heading "Domestic
Lending Office" on Annex A or, in the case of a Bank that becomes a Bank
pursuant to an assignment, the branch or office of such Bank set forth under
the heading "Domestic Lending Office" in the Notice of Assignment given to the
Borrower, the Issuing Bank, the Swing Loan Lender and the Agent with respect to
such assignment or (b) such other branch or office of such Bank or the Swing
Loan Lender designated by such Bank or the Swing Loan Lender from time to time
as the branch or office at which its Base Rate Loans and Letter of Credit
Participations or Swing Loans, as the case may be, are to be made or
maintained.

"Drawing" means (a) any amount disbursed by the Issuing Bank
pursuant to the terms of any Letter of Credit or (b) as the context may
require, the obligation of the Borrower to reimburse the Issuing Bank for such
disbursement.

"Eagle Subsidiaries" means New England Newspapers, Inc.,
Brattleboro Publishing Company, Pittsfield Publications, Inc. and North Eastern
Publishing Company, each a Delaware corporation.

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

"ERISA Affiliate" means, with respect to any Person, any other
Person, including a Subsidiary or other Affiliate of such first Person, that is
a member of any group of organizations within the meaning of Code Sections
414(b), (c), (m) or (o) of which such first Person is a member.

"Eurodollar Business Day" means any Business Day on which
dealings in Dollar deposits are carried on in the relevant interbank market and
on which commercial banks are open for domestic and international business
(including dealings in Dollar deposits) in the jurisdiction in which such
interbank market is located.

"Eurodollar Lending Office" of any Bank means (a) the branch
or office of such Bank set forth below such Bank's name under the heading
"Eurodollar Lending Office" on Annex A or, in the case of a Bank that becomes a
Bank pursuant to an assignment, the branch or office of such Bank set forth
under the heading "Eurodollar Lending Office" in the Notice of Assignment given
to the Borrower, the Issuing Bank, the Swing Loan Lender and the

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Agent with respect to such assignment or (b) such other branch or office of
such Bank designated by such Bank from time to time as the branch or office at
which its Eurodollar Rate Loans are to be made or maintained.

"Eurodollar Rate" means, for any Interest Period, the rate per
annum determined by the Agent to be the rate (rounded upward, if necessary, to
the next higher 1/16 of 1%) per annum at which The Bank of New York offered or
would have offered to place with first-class banks in the interbank market
selected by The Bank of New York deposits in Dollars in amounts comparable to
the Eurodollar Rate Loan of The Bank of New York to which such Interest Period
applies, for a period equal to such Interest Period, at the time as of which
The Bank of New York makes such determination.

"Eurodollar Rate Loan" means any Loan the interest on which
is, or is to be, as the context may require, computed on the basis of the
Adjusted Eurodollar Rate.

"Eurodollar Rate Margin" means, with respect to Eurodollar
Rate Loans outstanding on any day during any period beginning on the 45th day
of each fiscal quarter and ending on the 45th day of the immediately succeeding
fiscal quarter, such percentage as set forth in the following table opposite
the applicable ratio of Consolidated Debt to Operating Cash Flow determined as
of the end of the fiscal quarter immediately preceding such period:

Ratio of Consolidated Applicable Eurodollar
Debt to Operating Cash Flow Rate Margin
--------------------------- ---------------------

Greater/Equal to 5.50:1 2.500%
Less Than 5.50:1 but Greater/Equal to 5.00:1 2.250%
Less Than 5.00:1 but Greater/Equal to 4.50:1 1.875%
Less Than 4.50:1 but Greater/Equal to 4.00:1 1.625%
Less Than 4.00:1 but Greater/Equal to 3.50:1 1.375%
Less Than 3.50:1 1.250%

"Event of Default" means any of the events specified in
Section 6.01.

"Excess Cash Flow" means, for any period, the excess of (a)
Operating Cash Flow for such period (determined without giving effect to any
pro forma adjustment thereof provided for in the second sentence of the
definition of Operating Cash Flow) over (b) the sum of (i) Consolidated Fixed
Charges for such period, (ii) optional prepayments of principal of the Term A
Loans and the Term B Loans made during such period, (iii) any

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Restricted Payment described in Section 4.08(d) made during such period, (iv)
the amount of payments of non-operating liabilities as determined in the
consolidated statements of cash flows for such period delivered pursuant to
Section 5.01 and (v) $2,000,000.

"Existing Benefit Plan" means any Benefit Plan listed on
Schedule 4.15.

"Existing Debt" means (i) any Indebtedness outstanding on the
Agreement Date, to the extent set forth on Schedule 4.05 and (ii) any
Indebtedness that constitutes a renewal, extension or replacement of any
Existing Debt, but only if (A) at the time such Indebtedness is entered into
and immediately after giving effect thereto, no Default would exist, (B) such
Indebtedness is binding only on the obligor or obligors under the Indebtedness
so renewed, extended or replaced, (C) the principal amount of the Indebtedness
does not exceed the principal amount of the Indebtedness so renewed, extended
or replaced, (D) the Indebtedness bears interest at a rate per annum not
exceeding the rate borne by the Indebtedness so renewed, extended or replaced
except for any increase that is commercially reasonable at the time of such
increase and (E) such Indebtedness does not mature earlier, or amortize
(whether by scheduled or mandatory prepayment or commitment reduction, or
otherwise) more rapidly, than the Indebtedness so renewed, extended or
replaced.

"Existing Guaranty" means (i) any Guaranty outstanding on the
Agreement Date, to the extent set forth on Schedule 4.06 and (ii) any Guaranty
that constitutes a renewal, extension or replacement of an Existing Guaranty,
but only if (A) at the time such Guaranty is entered into and immediately after
giving effect thereto, no Default would exist, (B) such Guaranty is binding
only on the obligor or obligors under the Guaranty so renewed, extended or
replaced, (C) the principal amount of the obligations Guaranteed by such
Guaranty does not exceed the principal amount of the obligations Guaranteed by
the Guaranty so renewed, extended or replaced and (D) the obligations
Guaranteed by such Guaranty bear interest at a rate per annum not exceeding the
rate borne by the obligations Guaranteed by the Guaranty so renewed, extended
or replaced except for any increase that is commercially reasonable at the time
of such increase.

"Federal Funds Rate" means, for any day, 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 that is a Business Day, the average of quotations for
such day on such transactions received by The Bank of New York from three
Federal funds brokers of recognized standing selected by such bank.

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"Funded Current Liability Percentage" has the meaning ascribed
to that term in Code Section 401(a)(29).

"Generally Accepted Accounting Principles" means (a) in the
case of the Base Financial Statements, generally accepted accounting principles
at the time of the issuance of the Base Financial Statements and (b) in all
other cases, the accounting principles followed in the preparation of the Base
Financial Statements.

"GSI" means Garden State Investments, Inc., a Delaware
corporation.

"Governmental Approval" means any authorization, consent,
approval, license or exemption of, registration or filing with, or report or
notice to, any governmental unit.

"Guaranty" of any Person means any obligation, contingent or
otherwise, of such Person (a) to pay any Liability of any other Person or to
otherwise protect, or having the practical effect of protecting, the holder of
any such Liability against loss (whether such obligation arises by virtue of
such Person being a partner of a partnership or participant in a joint venture
or by agreement to pay, to keep well, to purchase assets, goods, securities or
services or to take or pay, or otherwise) or (b) incurred in connection with
the issuance by a third Person of a Guaranty of any Liability of any other
Person (whether such obligation arises by agreement to reimburse or indemnify
such third Person or otherwise). The word "Guarantee" when used as a verb has
the correlative meaning.

"Guaranty Agreements" means, collectively, (a) each of the
Guaranty Agreements between each Subsidiary (other than The York Newspaper
Company) and the Agent, in each case in substantially the form of Exhibit C and
(b) any other guaranty agreement entered into pursuant to Section 4.03, in each
case in substantially the form of Exhibit C.

"Indebtedness" of any Person means (in each case, whether such
obligation is with full or limited recourse) (a) any obligation of such Person
for borrowed money, (b) any obligation of such Person evidenced by a bond,
debenture, note or other similar instrument, (c) any obligation of such Person
to pay the deferred purchase price of property or services, except a trade
account payable that arises in the ordinary course of business but only if and
so long as the same is payable on customary trade terms, (d) any obligation of
such Person as lessee under a capital lease, (e) any Mandatorily Redeemable
Stock of such Person owned by any Person other than such Person or a Wholly
Owned Subsidiary of such Person (the amount of such Mandatorily Redeemable
Stock to be determined for this purpose as the higher of the liquidation
preference of and the amount payable upon redemption of such Mandatorily
Redeemable Stock), (f) any obligation of such Person to purchase securities or
other

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property that arises out of or in connection with the sale of the same or
substantially similar securities or property, (g) any non-contingent obligation
of such Person to reimburse any other Person in respect of amounts paid under a
letter of credit or other Guaranty issued by such other Person to the extent
that such reimbursement obligation remains outstanding after it becomes
non-contingent, (h) any Indebtedness of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) a Lien on any asset of such Person, (i) any Indebtedness of
others Guaranteed by such Person and (j) any obligation of such Person pursuant
to a non-competition agreement entered into by such Person in connection with
the acquisition of assets, stock, or other equity interest of a third Person.

"Indemnified Person" means any Person that is, or at any time
was, the Agent, the Issuing Bank, the Swing Loan Lender, a Bank, an Affiliate
of the Agent, the Issuing Bank, the Swing Loan Lender or a Bank or a director,
officer, employee or agent of any such Person.

"Indenture" means the Indenture dated May 15, 1994 between the
Borrower and The Bank of New York, as trustee, with respect to the Subordinated
Notes.

"Information" means data, certificates, reports, statements
(including financial statements), opinions of counsel, documents and other
information.

"Intellectual Property" means (a) (i) patents and patent
rights, (ii) trademarks, trademark rights, trade names, trade name rights,
corporate names, business names, trade styles, service marks, logos and general
intangibles of like nature and (iii) copyrights, in each case whether
registered, unregistered or under pending registration and, in the case of any
such that are registered or under pending registration, whether registered or
under pending registration under the laws of the United States or any other
country, (b) reissues, continuations, continuations-in-part and extensions of
any Intellectual Property referred to in clause (a), and (c) rights relating to
any Intellectual Property referred to in clause (a) or (b), including rights
under applications (whether pending under the laws of the United States or any
other country) or licenses relating thereto.

"Intercompany Debt" means Indebtedness owed by the Borrower or
any Consolidated Subsidiary to the Borrower or any Consolidated Subsidiary.

"Interest Expense" means, for any period, without duplication,
the sum of all interest payments and payments in the nature of interest under
capital leases, payable during such period by the Borrower and its Consolidated
Subsidiaries, with respect to all Indebtedness of such Persons.

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"Interest Payment Date" means the last day of March, June,
September and December of each year.

"Interest Period" means a period commencing, in the case of
the first Interest Period applicable to a Eurodollar Rate Loan, on the date of
the making of, or conversion into, such Loan, and, in the case of each
subsequent, successive Interest Period applicable thereto, on the last day of
the immediately preceding Interest Period, and ending, depending on the Type of
Loan, on the same day in the first, second, third, sixth or, if made available
by all of the Banks, twelfth calendar month thereafter, except that (a) any
Interest Period that would otherwise end on a day that is not a Eurodollar
Business Day shall be extended to the next succeeding Eurodollar Business Day
unless such Eurodollar Business Day falls in another calendar month, in which
case such Interest Period shall end on the next preceding Eurodollar Business
Day and (b) any Interest Period that begins on the last Eurodollar Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month in which such Interest Period ends)
shall end on the last Eurodollar Business Day of a calendar month.

"Interest Rate Protection Agreement" means any interest rate
protection agreement, future, option swap, cap or collar agreement or other
arrangement designed to fix interest rates or otherwise hedge against
fluctuations in interest rates.

"Investment" of any Person means (a) any Capital Security,
evidence of Indebtedness or other security or instrument issued by any other
Person, (b) any loan, advance or extension of credit to, or any contribution to
the capital of, any other Person and (c) any other investment in any other
Person.

"Issuing Bank" means The Bank of New York, or such other Bank
as the Borrower, such Bank and The Bank of New York shall agree, in each case
in its capacity as the issuer of each Letter of Credit.

"LC Commitment" means at any time $7,000,000 minus the pro
rata share thereof (computed on the basis of the RC B Commitments at such time)
of each Nonparticipating Bank.

"Lending Office" of any Bank means the Domestic Lending Office
or the Eurodollar Lending Office of such Bank.

"Letter of Credit" means a letter of credit issued by the
Issuing Bank pursuant to Section 1.03.

"Letter of Credit Participation" means, in the case of any
Bank (other than the Issuing Bank) with respect to any Letter of Credit, the
participation interest of such Bank in such Letter of Credit acquired pursuant
to Section 1.03(e) and, in the case

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of the Issuing Bank, its retained interest in such Letter of Credit. The
amount of the Letter of Credit Participation of a Bank (including the Issuing
Bank) in any Letter of Credit at any time shall be deemed to be the amount
equal to such Bank's pro rata share (determined on the basis of the RC B
Commitments at such time of each of the Banks) of the sum of (a) the aggregate
unpaid amount of all Drawings thereunder at such time and (b) the amount of the
Contingent Reimbursement Obligation with respect thereto at such time that
shall not have been prepaid or cash collateralized in accordance with the terms
hereof at such time.

"Liability" of any Person means (in each case, whether with
full or limited recourse) any indebtedness, liability, obligation, covenant or
duty of or binding upon, or any term or condition to be observed by or binding
upon, such Person or any of its assets, of any kind, nature or description,
direct or indirect, absolute or contingent, due or not due, contractual or
tortious, liquidated or unliquidated, whether arising under Contract,
Applicable Law, or otherwise, whether now existing or hereafter arising, and
whether for the payment of money or the performance or non- performance of any
act.

"Lien" means, with respect to any property or asset (or any
income or profits therefrom) of any Person (in each case whether the same is
consensual or nonconsensual or arises by Contract, operation of law, legal
process or otherwise) (a) any mortgage, lien, pledge, attachment, levy or other
security interest of any kind thereupon or in respect thereof or (b) any other
arrangement, express or implied, under which the same is subordinated,
transferred, sequestered or otherwise identified so as to subject the same to,
or make the same available for, the payment or performance of any Liability in
priority to the payment of the ordinary, unsecured Liabilities of such Person.
For the purposes of this Agreement, a Person shall be deemed to own subject to
a Lien any asset that it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

"Loan" means any RC A Loan, any RC B Loan, any Term A Loan,
any Term B Loan or any Swing Loan.

"Loan Document Related Claim" means any claim or dispute
(whether arising under Applicable Law, including any "environmental" or similar
law, under Contract or otherwise and, in the case of any proceeding relating to
any such claim or dispute, whether civil, criminal, administrative or
otherwise) in any way arising out of, related to, or connected with, the Loan
Documents, the relationships established thereunder or any actions or conduct
thereunder or with respect thereto, whether such claim or dispute arises or is
asserted before or after the Agreement Date or before or after the Repayment
Date.

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"Loan Document Representation and Warranty" means any
"Representation and Warranty" as defined in any Loan Document and any other
representation or warranty made or deemed made under any Loan Document.

"Loan Documents" means (a) this Agreement, the Notes, the
Security Agreements, the Guaranty Agreements, the Pledge Agreement and the
Mortgages and (b) all other agreements documents and instruments relating to,
arising out of, or in any way connected with (i) any agreement, document or
instrument referred to in clause (a), (ii) any other agreement, document or
instrument referred to in this clause (b) or (iii) any of the transactions
contemplated by any agreement, document or instrument referred to in clause (a)
or in this clause (b) (other than the Thomson Acquisition).

"Loan Party" means any Person (other than the Agent, the
Issuing Bank, the Swing Loan Lender, a Bank or the holders of the Senior
Secured Notes) that is a party to a Loan Document.

"Management Agreement" means the Management Agreement dated as
of July 1, 1988 between the Borrower and MediaNews Group, Inc.

"Mandatorily Redeemable Stock" means, with respect to any
Person, any share of such Person's capital stock to the extent that it is (a)
redeemable, payable or required to be purchased or otherwise retired or
extinguished, or convertible into any Indebtedness or other Liability of such
Person, (i) at a fixed or determinable date, whether by operation of a sinking
fund or otherwise, (ii) at the option of any Person other than such Person or
(iii) upon the occurrence of a condition not solely within the control of such
Person, such as a redemption required to be made out of future earnings or (b)
convertible into Mandatorily Redeemable Stock.

"Materially Adverse Effect" means, (a) with respect to any
Person, any materially adverse effect on such Person's business, assets,
Liabilities, financial condition, results of operations or business prospects,
(b) with respect to a group of Persons "taken as a whole", any materially
adverse effect on such Persons' business, assets, Liabilities, financial
conditions, results of operations or business prospects taken as a whole on,
where appropriate, a consolidated basis in accordance with Generally Accepted
Accounting Principles, (c) with respect to any Loan Document, any materially
adverse effect, on the binding nature, validity or enforceability thereof as an
obligation of any Loan Party that is a party thereto and (d) with respect to
any Collateral, or any category of Collateral, pledged by any Loan Party, a
materially adverse effect on its value as Collateral or its utility in such
Loan Party's business or a materially adverse effect on the validity,
perfection, priority or enforceability of the Security Interest therein.

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"Maximum Permissible Rate" means, with respect to interest
payable on any amount, the rate of interest on such amount that, if exceeded,
could, under Applicable Law, result in (a) civil or criminal penalties being
imposed on the payee or (b) the payee's being unable to enforce payment of (or,
if collected, to retain) all or any part of such amount or the interest payable
thereon.

"Money Market Investment" means (a) any security issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof having a remaining maturity of not more than
one year, (b) any certificate of deposit, eurodollar time deposit and bankers'
acceptance with remaining maturity of not more than one year, any overnight
bank deposit, and any demand deposit account, in each case with any Bank or
with any United States commercial bank having capital and surplus in excess of
$500,000,000 and rated B or better by Thomson Bankwatch Inc., (c) any
repurchase obligation with a term of not more than seven days for underlying
securities of the types described in clauses (a) and (b) above entered into
with any financial institution meeting the qualifications specified in clause
(b) above, and (d) any commercial paper issued by any Bank or the parent
corporation of any Bank and any other commercial paper rated A-1 or higher by
Standard & Poor's Ratings Services, a division of the McGraw Hill Companies,
Inc. or Prime-1 by ▇▇▇▇▇'▇ Investors Service, Inc. and in any case having a
remaining maturity of not more than one year.

"Mortgaged Property" means all property in which a Lien is
created pursuant to the Mortgages.

"Mortgages" means, collectively, (a) each of the Mortgages
from each Subsidiary in favor of the Agent and the Mortgages from the Borrower
in favor of the Agent, recorded against the properties listed on Annex B, in
each case in substantially the form of Exhibit E and (b) any other mortgage
entered into pursuant to Section 4.03, in each case in substantially the form
of Exhibit E.

"Multiemployer Benefit Plan" means any Benefit Plan that is a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"Net Proceeds" means the proceeds received by the Borrower or
any Subsidiary in cash from the sale, lease, assignment or other disposition of
any asset or property (other than sales of assets in the ordinary course of
business, which, for purposes of this definition, shall not include any
disposition of assets in which the total consideration received or receivable
is in excess of $500,000), net of (a) reasonable and customary fees, costs and
expenses incurred in connection with such sale, lease, assignment or other
disposition and payable by or on behalf of the seller or the transferor of the
assets to which such sale or disposition relates, (b) the amount

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of all foreign, Federal, state and local taxes payable as a direct consequence
of such sale, lease, assignment or other disposition and (c) the amount of the
Indebtedness and other Liabilities, if any, attributable to or associated with
such asset or property and repaid out of such proceeds. For this purpose, all
proceeds of insurance paid on account of the loss of or damage to any such
asset or property, or group of assets or properties, and awards of compensation
for any such asset or property, or group of assets or properties, taken by
condemnation or eminent domain shall be deemed to be Net Proceeds (provided
that, in the case of proceeds from insurance paid with respect to any loss or
damage to any asset, such proceeds, or any portion thereof, shall not
constitute Net Proceeds if the Agent has received notice from the Borrower or
any Subsidiary of its intention to use such proceeds or portion thereof at the
time of such loss or damage, and such proceeds or portion thereof are in fact
so used within one year after the occurrence of such loss or damage to repair,
restore or replace such asset).

"NJN" means NJN Investments, Inc., a Delaware corporation.

"NJN Credit Agreement" means the Credit Agreement dated as of
May 20, 1994, among NJN, North Jersey Newspapers Company, Easton Publishing
Company, the banks party thereto and The Bank of New York, as Agent.

"NJN Pledge Agreement" means the Pledge Agreement, dated as of
the date hereof, between NJN and the Secured Party, in substantially the form
of Exhibit D.

"Nonparticipating Bank" means a Bank designated by the Issuing
Bank as a Bank with respect to which a Bank Nonparticipation has occurred. The
designation of a Bank by the Issuing Bank as a "Nonparticipating Bank" shall
not affect the status of such Bank as a Participating Bank in respect of
Letters of Credit issued prior to such designation.

"Note" means any promissory note in the form of Exhibit A-1
or, as the context may require, any Swing Note.

"Notice of Assignment" means any notice to the Borrower, the
Issuing Bank, the Swing Loan Lender and the Agent with respect to an assignment
pursuant to Section 9.10(a) in the form of Schedule 9.10(a).

"Operating Cash Flow" means, as of any date of determination,
the following, determined with respect to the immediately preceding four fiscal
quarters of the Borrower for which financial statements of the Borrower have
been delivered pursuant to Section 5.01(a) or 5.01(c), as the case may be: the
sum of (a) Consolidated Net Income for such period plus (b) the amount of each
of the following to the extent deducted in the determination of Consolidated
Net Income for such period:

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(i) depreciation and amortization expense, (ii) interest charges (including
amortization of debt discount and deferred transaction expenses and imputed
interest on capitalized lease obligations), (iii) provisions for all income
taxes, including reserves for deferred taxes and (iv) other non-cash items and
non-recurring expenses, minus (c) gains (or plus losses) from the sale,
exchange, acquisition or other disposition of assets to the extent included in
the determination of Consolidated Net Income. Notwithstanding the foregoing,
Operating Cash Flow for any period shall be calculated after giving effect on a
pro forma basis for the period of such calculation to (a) the sale or other
disposition of any Subsidiary or of all or substantially all of the assets of
any Subsidiary during such period and up to and including the date of
determination (the "Reference Period") and (b) the acquisition by the Borrower
or any Subsidiary during the Reference Period of any other Person which, as a
result of such acquisition, becomes a Subsidiary of the Borrower, or the
acquisition of assets during the Reference Period from any Person which
constitutes all or substantially all of an operating unit or business of such
Person, as if such sale or disposition or acquisition occurred on the first day
of the period of such calculation; provided that to the extent that this
sentence requires that pro forma effect be given to an acquisition of, or an
acquisition of all or substantially all of an operating unit or business from,
any Person, such pro forma calculation shall be based upon the four full fiscal
quarters of such Person or operating unit or business for which financial
information is available immediately preceding such acquisition.
Notwithstanding the foregoing, until such time as four complete fiscal quarters
of the Borrower have elapsed since the consummation of the Thomson Acquisition,
Operating Cash Flow for any period shall be increased by the applicable amounts
set forth in Schedule 10.01.

"Participating Bank" means a Bank that is not a
Nonparticipating Bank. A Participating Bank shall remain a Participating Bank
in all Letters of Credit with respect to which it was a Participating Bank
prior to its designation as a Nonparticipating Bank.

"Participating Bank Percentage" means, for a Participating
Bank, with respect to any Letter of Credit, the fraction, expressed as a
percentage, the numerator of which is such Participating Bank's RC B Commitment
and the denominator of which is the sum of the aggregate amount of the RC B
Commitments of all Banks that are, at the time of issuance of such Letter of
Credit, Participating Banks.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Permitted Guaranty" means any Guaranty that is (a) an
endorsement of a check for collection in the ordinary course of business or (b)
a Guaranty of and only of the obligations of the Loan Parties under the Loan
Documents.

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"Permitted Lien" means (a) with respect to any asset that does
not constitute Collateral, (i) any Lien securing and only securing the
obligations of the Loan Parties under the Loan Documents; (ii) any Lien
securing a tax, assessment or other governmental charge or levy or the claim of
a materialman, mechanic, carrier, warehouseman or landlord for labor,
materials, supplies or rentals incurred in the ordinary course of business, but
only if payment thereof shall not at the time be required to be made in
accordance with Section 4.01(e) and foreclosure, distraint, sale or other
similar proceedings shall not have been commenced; (iii) any Lien on the
properties and assets of a Subsidiary of the Borrower securing an obligation
owing to the Borrower; (iv) any Lien consisting of a deposit or pledge made in
the ordinary course of business in connection with, or to secure payment of,
obligations under worker's compensation, unemployment insurance or similar
legislation; (v) any Lien arising pursuant to an order of attachment, distraint
or similar legal process arising in connection with legal proceedings, but only
if and so long as the execution or other enforcement thereof is not unstayed
for more than 20 days; (vi) any Lien existing on (A) any property or asset of
any Person at the time such Person becomes a Subsidiary or (B) any property or
asset at the time such property or asset is acquired by the Borrower or a
Subsidiary, but only, in the case of either (A) or (B), if and so long as (1)
such Lien was not created in contemplation of such Person becoming a Subsidiary
or such property or asset being acquired, (2) such Lien is and will remain
confined to the property or asset subject to it at the time such Person becomes
a Subsidiary or such property or asset is acquired and to fixed improvements
thereafter erected on such property or asset, (3) such Lien secures only the
obligation secured thereby at the time such Person becomes a Subsidiary or such
property or asset is acquired and (4) the obligation secured by such Lien is
not in default; (vii) any Lien in existence on the Agreement Date to the extent
set forth on Schedule 4.07, but only, in the case of each such Lien, to the
extent it secures an obligation outstanding on the Agreement Date to the extent
set forth on such Schedule; (viii) any Lien securing Purchase Money
Indebtedness but only if, in the case of each such Lien, (A) such Lien shall at
all times be confined solely to the property or asset the purchase price of
which was financed through the incurrence of the Purchase Money Indebtedness
secured by such Lien and to fixed improvements thereafter erected on such
property or asset and (B) such Lien attached to such property or asset within
30 days of the acquisition of such property or asset; or (ix) any Lien
constituting a renewal, extension or replacement of a Lien constituting a
Permitted Lien by virtue of clause (vi), (vii), (viii) or (ix) of this
definition, but only if (A) at the time such Lien is granted and immediately
after giving effect thereto, no Default would exist, (B) such Lien is limited
to all or a part of the property or asset that was subject to the Lien so
renewed, extended or replaced and to fixed improvements thereafter erected on
such property or asset, (C) the principal amount of the obligations secured by
such Lien does not exceed the principal

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amount of the obligations secured by the Lien so renewed, extended or replaced
and (D) the obligations secured by such Lien bear interest at a rate per annum
not exceeding the rate borne by the obligations secured by the Lien so renewed,
extended or replaced except for any increase that is commercially reasonable at
the time of such increase; and (b) with respect to any asset that constitutes
Collateral, any Lien that constitutes a "Permitted Lien" or "Permitted
Encumbrance" under the applicable Security Agreement, Mortgage or the Pledge
Agreement.

"Permitted Restrictive Covenant" means (a) any covenant or
restriction contained in any Loan Document, (b) any covenant or restriction
contained in the NJN Credit Agreement, so long as such covenant or restriction
is not binding on any Person other than NJN and its Subsidiaries, and is not
more burdensome than any such covenant or restriction contained in the NJN
Credit Agreement as in effect as of the Restated Agreement Date, (c) any
covenant or restriction binding upon any Person at the time such Person becomes
a Subsidiary of the Borrower if the same is not created in contemplation
thereof, (d) any covenant or restriction of the type contained in Section 4.07
that is contained in any Contract evidencing or providing for the creation of
or concerning Purchase Money Indebtedness so long as such covenant or
restriction is limited to the property purchased therewith, (e) any covenant or
restriction described in Schedule 4.17, but only to the extent such covenant or
restriction is there identified by specific reference to the provision of the
Contract in which such covenant or restriction is contained, or (f) any
covenant or restriction that (i) is not more burdensome than an existing
Permitted Restrictive Covenant that is such by virtue of clause (b), (c), (d),
(e) or (f), (ii) is contained in a Contract constituting a renewal, extension
or replacement of the Contract in which such existing Permitted Restrictive
Covenant is contained and (iii) is binding only on the Person or Persons bound
by such existing Permitted Restrictive Covenant.

"Person" means any individual, sole proprietorship,
corporation, limited liability company, partnership, trust, unincorporated
organization, mutual company, joint stock company, estate, union, employee
organization, government or any agency or political subdivision thereof or, for
the purpose of the definition of "ERISA Affiliate", any trade or business.

"Pledge Agreements" means, collectively, the ANI Pledge
Agreement and the NJN Pledge Agreement.

"Post-Default Rate" means the rate otherwise applicable under
Section 1.04(a) plus 2.00%.

"Prime Rate" means the prime commercial lending rate of The
Bank of New York, as publicly announced to be in effect from time to time. The
Prime Rate shall be adjusted automatically, without notice, on the effective
date of any change in such prime

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commercial lending rate. The Prime Rate is not necessarily The Bank of New
York's lowest rate of interest.

"Pro Forma Consolidated Interest Expense" means, as of any
date of determination, Interest Expense projected to be paid during the period
of four full fiscal quarters of the Borrower next succeeding such date on all
Indebtedness. For purposes of computing projected interest for any period
under the preceding sentence, (i) it shall be assumed that the amount of
Indebtedness outstanding on the first day of such period remains outstanding
during the entire period except to the extent that such Indebtedness is subject
to a mandatory payment or prepayment of principal during such period, (ii) if
such Person has committed to incur additional Indebtedness during such period,
interest on such additional Indebtedness shall be taken into account from and
after the date on which such Person is committed to incur it and (iii) where
interest varies with or depends on a floating rate, the rate in effect on the
first day of such period will be assumed to be in effect and remain constant
during the entire period for which interest is being computed after giving
effect to interest rate swaps and similar obligations which are in effect on
such day and will continue in effect for more than half of the period of such
calculation.

"Pro Forma Debt Service" means, as of any date of
determination, the sum of (i) all Required Repayments, and all other payments
of principal of all Indebtedness of the Borrower and its Consolidated
Subsidiaries scheduled to be made during the period of four full fiscal
quarters of the Borrower next succeeding such date of determination, and (ii)
Pro Forma Consolidated Interest Expense for such period.

"Prohibited Transaction" means any transaction that is
prohibited under Code Section 4975 or ERISA Section 406 and not exempt under
Code Section 4975 or ERISA Section 408.

"Purchase Money Indebtedness" means (a) Indebtedness of the
Borrower that is incurred to finance part or all of (but not more than) the
purchase price of tangible property and related assets, provided that (i)
neither the Borrower nor any Subsidiary had at any time prior to such purchase
any interest in such asset other than a security interest or an interest as
lessee under an operating lease and (ii) such Indebtedness is incurred within
30 days after such purchase, or (b) Indebtedness that (i) constitutes a
renewal, extension or refunding of, but not an increase in the principal amount
of, Purchase Money Indebtedness that is such by virtue of clause (a) or (b) and
(ii) bears interest at a rate per annum that is commercially reasonable at the
time such Indebtedness is incurred.

"RC A Commitment" means, with respect to any Bank, (i) the
amount set forth opposite such Bank's name under the heading "RC A Commitment"
on Annex A or, in the case of a Bank that becomes a Bank pursuant to an
assignment, the amount of the

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assignor's RC A Commitment assigned to such Bank, in either case as the same
may be reduced from time to time pursuant to Section 1.08 or increased or
reduced from time to time pursuant to assignments in accordance with Section
9.10(a) or (ii) as the context may require, the obligation of such Bank to make
RC A Loans in an aggregate unpaid principal amount not exceeding such amount.

"RC A Loan" means any amount advanced by a Bank pursuant to
Section 1.01(b)(i).

"RC A Maturity Date" means June 30, 2003.

"RC B Commitment" means, with respect to any Bank, (i) the
amount set forth opposite such Bank's name under the heading "RC B Commitment"
on Annex A or, in the case of a Bank that becomes a Bank pursuant to an
assignment, the amount of the assignor's RC B Commitment assigned to such Bank,
in either case as the same may be reduced from time to time pursuant to Section
1.08 or increased or reduced from time to time pursuant to assignments in
accordance with Section 9.10(a) or (ii) as the context may require, the
obligation of such Bank to make RC B Loans or purchase Letter of Credit
Participations and participations in Swing Loans in an aggregate unpaid
principal amount not exceeding such amount.

"RC B Loan" means any amount advanced by a Bank pursuant to
Section 1.01(b)(ii).

"RC B Maturity Date" means March 31, 2004.

"Regulation A" means Regulation A of the Board of Governors of
the Federal Reserve System.

"Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System.

"Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System.

"Regulation X" means Regulation X of the Board of Governors of
the Federal Reserve System.

"Regulatory Change" means any Applicable Law, interpretation,
directive, request or guideline (whether or not having the force of law), or
any change therein or in the administration or enforcement thereof, that
becomes effective or is implemented or first required or expected to be
complied with after the Restated Agreement Date, whether the same is (a) the
result of an enactment by a government or any agency or political subdivision
thereof, a determination of a court or regulatory authority, or otherwise or
(b) enacted, adopted, issued or proposed before or after the Restated Agreement
Date, including any such Applicable Law, interpretation, directive, request,

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guideline or change that imposes, increases or modifies any Tax, reserve
requirement, insurance charge, special deposit requirement, assessment or
capital adequacy requirement, but excluding any such Applicable Law,
interpretation, directive, request, guideline or change that imposes, increases
or modifies any income or franchise tax imposed upon a Bank by any jurisdiction
(or any political subdivision thereof) in which such Bank or any of its Lending
Offices is located.

"Reinvested Amount" means, with respect to any Net Proceeds,
the portion thereof that, as of the last day of the Reinvestment Contract
Period with respect thereto, shall have been reinvested pursuant to
acquisitions described in Section 4.09(e) in a manner not prohibited by this
Agreement (which reinvestment, in the case of Net Proceeds of any sale or
disposition of Acquired Assets, shall have been funded with the proceeds of RC
A Loans) or will be so reinvested pursuant to a Reinvestment Contract entered
into by all of the parties thereto on or prior to such last day.

"Reinvestment Contract" means a binding contract entered into
by the Borrower or a Subsidiary providing for acquisitions described in Section
4.09(e) in a manner not prohibited by this Agreement.

"Reinvestment Contract Period" means, with respect to any sale
or disposition of assets by the Borrower or any Subsidiary, the period from the
date of such sale or disposition to the date that is 270 days after the date of
such sale or disposition.

"Reinvestment Period" means, with respect to any sale or
disposition of assets by the Borrower or any Subsidiary, the period from the
date of such sale or disposition to the date that is 360 days after the date of
such sale or disposition.

"Repayment Date" means the later of (i) the termination of the
Commitments in their entirety (whether as a result of the occurrence of the
Term Maturity Date, the RC A Maturity Date or the RC B Maturity Date, the
reduction thereof to zero pursuant to Section 1.08 or the termination thereof
pursuant to Section 6.02), (ii) the payment in full of all principal of and
interest on the Loans and Drawings and all fees and other amounts payable or
accrued hereunder and (iii) the expiration or cancellation of, or the reduction
to zero of the amount available to be drawn under, all outstanding Letters of
Credit.

"Reportable Event" means, with respect to any Benefit Plan of
any Person, (a) the occurrence of any of the events set forth in ERISA Sections
4043(c) (other than a Reportable Event as to which the provision of 30 days'
notice to the PBGC is waived under applicable regulations), 4062(e) or 4063(a)
or the regulations thereunder with respect to such Benefit Plan, (b) any event
requiring such Person or any of its ERISA Affiliates to

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provide security to such Benefit Plan under Code Section 401(a)(29) or (c) any
failure to make a payment required by Code Section 412(m) with respect to such
Benefit Plan.

"Representation and Warranty" means any representation or
warranty made pursuant to or under (a) Section 2.02, Article 3, Section 5.02 or
any other provision of this Agreement or (b) any amendment to, or waiver of
rights under, this Agreement, WHETHER OR NOT, IN THE CASE OF ANY REPRESENTATION
OR WARRANTY REFERRED TO IN CLAUSE (a) OR (b) OF THIS DEFINITION (EXCEPT, IN
EACH CASE, TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED), THE INFORMATION THAT IS
THE SUBJECT MATTER THEREOF IS WITHIN THE KNOWLEDGE OF THE BORROWER.

"Required Banks" means, at any time, Banks having at least 51%
of the Loans (including, if any Swing Loans are outstanding at such time, such
Banks' pro rata share thereof based on the RC B Commitments at such time) and
Letter of Credit Participations outstanding or, if there are no Loans or Letter
of Credit Participations outstanding, at least 51% of the aggregate amount of
the Commitments.

"Required Repayments" means, for any period, the excess, if
any, of (i) the outstanding amount of RC A Loans, RC B Loans, Swing Loans and
Letter of Credit Participations at the beginning of such period over (ii) the
aggregate amount of the RC A Commitments and RC B Commitments at the end of
such period.

"Reserve Requirement" means, at any time, the then current
maximum rate for which reserves (including any marginal, supplemental or
emergency reserve) are required to be maintained under Regulation D by member
banks of the Federal Reserve System in New York City with deposits exceeding
five billion Dollars against "Eurocurrency liabilities", as that term is used
in Regulation D. The Adjusted Eurodollar Rate shall be adjusted automatically
on and as of the effective date of any change in the Reserve Requirement.

"Restated Agreement Date" means the date set forth as such on
the last signature page hereof, which date is the date the executed copies of
this Agreement, as amended and restated as of such date, were delivered by all
parties hereto and, accordingly, the date this Agreement, as amended and
restated as of such date, became effective and, for the first time, binding
upon such parties.

"Restricted Payment" means (a) any payment with respect to or
on account of any of the Borrower's or any Subsidiary's Capital Securities,
including any dividend or other distribution on, or any payment of interest on
or principal of, any such Capital Securities, (b) any payment on account of the
principal of or interest or premium, if any, on any Subordinated Debt or (c)
any payment on account of any purchase, redemption, retirement, exchange,
defeasance or conversion of, or on account

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of any claim relating to or arising out of the offer, sale or purchase of, any
such Capital Security or any Subordinated Debt. For the purposes of this
definition, a "payment" shall include the transfer of any asset or the
incurrence of any Indebtedness or other Liability (the amount of any such
payment to be the fair market value of such asset or the amount of such
obligation, respectively) but shall not include the issuance of any capital
stock of the Borrower other than Mandatorily Redeemable Stock.

"Secured Party" has the meaning ascribed to such term in the
Security Agreements, the Mortgages and the Pledge Agreements.

"Security Agreements" means collectively (a) each of the
Security Agreements between each Subsidiary and the Agent and the Security
Agreement between the Borrower and the Agent, in each case in substantially the
form of Exhibit B and (b) any other security agreement entered into pursuant to
Section 4.03, in each case in substantially the form of Exhibit B.

"Security Interest" means the Liens created, or purported to
be created, by the Loan Documents.

"Senior Notes" means the $81,480,000 principal amount of
10.89% Senior Secured Notes of the Borrower and the Subsidiary Senior Note
Obligors due July 1, 2004.

"Subordinated Debt" means (i) the Subordinated Notes and (ii)
any other Indebtedness of the Borrower that is subordinated on terms and
conditions, and that is subject to other terms and conditions, satisfactory in
form and substance to the Required Banks.

"Subordinated Notes" means the $100,000,000 principal amount
of 12% Senior Subordinated Secured Notes of the Borrower due July 1, 2004.

"Subsidiary" means, with respect to any Person, any other
Person (a) securities of which having ordinary voting power to elect a majority
of the board of directors (or other persons having similar functions) or (b)
any other ownership interests which ordinarily constitute a majority voting
interest, are at the time, directly or indirectly, owned or controlled by such
first Person, or by one of more of its Subsidiaries, or by such first Person
and one or more of its Subsidiaries. Unless otherwise specified, "Subsidiary"
means a Subsidiary of the Borrower (other than NJN and its Subsidiaries).

"Subsidiary Senior Note Obligors" means Garden State
Investment, Inc., Alameda Newspapers, Inc., ▇▇▇▇▇▇ Newspapers, Inc., Mid-States
Newspapers, Inc. and York Newspapers, Inc., each a Delaware corporation.

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"Swing Loan" means an amount advanced by the Swing Loan Lender
pursuant to Section 1.01(c) hereof.

"Swing Loan Percentage" means, for any Bank, at any time, a
fraction, expressed as a percentage, the numerator of which is such Bank's RC B
Commitment at such time and the denominator of which is the aggregate amount of
the RC B Commitments at such time.

"Swing Loan Lender" means The Bank of New York.

"Swing Note" means any promissory note in the form of Exhibit
A-2.

"Tax" means any federal, state or foreign tax, assessment or
other governmental charge or levy of any nature (including any withholding tax)
upon a Person or upon its assets, revenues, income or profits including without
limitation, interest, penalties and additional allowances with respect to such
items.

"Tax Sharing Agreement" means the Federal Tax Sharing
Agreement dated as of May 20, 1994 between the Borrower and ANI.

"Term A Commitment" means, with respect to any Bank, (i) the
amount set forth opposite such Bank's name under the heading "Term A
Commitment" on Annex A or, in the case of a Bank that becomes a Bank pursuant
to an assignment, the amount of the assignor's Term A Commitment assigned to
such Bank, in either case as the same may be increased or reduced from time to
time pursuant to assignments in accordance with Section 9.10(a) or (ii) as the
context may require, the obligation of such Bank to make Term A Loans in an
aggregate unpaid principal amount not exceeding such amount.

"Term A Loan" means any amount advanced by a Bank pursuant to
Section 1.01(a)(i).

"Term B Commitment" means, with respect to any Bank, (i) the
amount set forth opposite such Bank's name under the heading "Term B
Commitment" on Annex A or, in the case of a Bank that becomes a Bank pursuant
to an assignment, the amount of the assignor's Term B Commitment assigned to
such Bank, in either case as the same may be increased or reduced from time to
time pursuant to assignments in accordance with Section 9.10(a) or (ii) as the
context may require, the obligation of such Bank to make Term B Loans in an
aggregate unpaid principal amount not exceeding such amount.

"Term B Loan" means any amount advanced by a Bank pursuant to
Section 1.01(a)(ii).

"Term Maturity Date" means March 31, 2004.

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"Termination Event" means, with respect to any Benefit Plan,
(a) any Reportable Event with respect to such Benefit Plan, (b) the termination
of such Benefit Plan, or the filing of a notice of intent to terminate such
Benefit Plan, or the treatment of any amendment to such Benefit Plan as a
termination under ERISA Section 4041(c), (c) the institution of proceedings to
terminate such Benefit Plan under ERISA Section 4042 or (d) the appointment of
a trustee to administer such Benefit Plan under ERISA Section 4042.

"Thomson Acquisition" means the acquisition contemplated by
the Thomson Acquisition Documents, including the acquisition by the Borrower of
all or substantially all of the assets of The Thomson Corporation used in the
publication of the Acquired Newspapers.

"Thomson Acquisition Documents" means the Thomson Asset
Purchase Agreement and each other agreement, instrument or document entered
into or delivered in connection with the Thomson Acquisition.

"Thomson Asset Purchase Agreement" means the Asset Purchase
Agreement among Thomson Newspapers Inc. and Garden State Newspapers, Inc. dated
as of October [30], 1996, relating to the Pasadena Star-News, Whittier Daily
News, San ▇▇▇▇▇▇▇ Valley Tribune and various related publications, the
Times-Standard and various related publications and The Evening Sun and various
related publications.

"Type" means, with respect to Loans, any of the following,
each of which shall be deemed to be a different "Type" of Loan: Base Rate
Loans, Eurodollar Rate Loans having a one-month Interest Period, Eurodollar
Rate Loans having a two-month Interest Period, Eurodollar Rate Loans having a
three-month Interest Period, Eurodollar Rate Loans having a six-month Interest
Period and, if made available by all of the Banks, Eurodollar Rate Loans having
a twelve-month Interest Period. Any Eurodollar Rate Loan having an Interest
Period that differs from the duration specified for a Type of Eurodollar Rate
Loan listed above solely as a result of the operation of clauses (a) and (b) of
the definition of "Interest Period" shall be deemed to be a Loan of such
above-listed Type notwithstanding such difference in duration of Interest
Periods.

"Unfunded Benefit Liabilities" means, with respect to any
Benefit Plan at any time, the amount of unfunded benefit liabilities of such
Benefit Plan at such time as determined under ERISA Section 4001(a)(18).

"Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in the State of New York.

"Wholly Owned Subsidiary" means, with respect to any Person,
any Subsidiary of such Person all of the Capital

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Securities and all other ownership interests and rights to acquire ownership
interests of which (except directors' qualifying shares) are, directly or
indirectly, owned or controlled by such Person or one or more Wholly Owned
Subsidiaries of such Person or by such Person and one or more of such
Subsidiaries; unless otherwise specified, "Wholly Owned Subsidiary" means a
Wholly Owned Subsidiary of the Borrower.

Section 10.02. Other Interpretive Provisions. (a) Except as
otherwise specified herein, all references herein or in any other Loan Document
(i) to any Person shall be deemed to include such Person's successors and
assigns, (ii) to any Applicable Law defined or referred to herein shall be
deemed references to such Applicable Law or any successor Applicable Law as the
same may have been or may be amended or supplemented from time to time and
(iii) to any Loan Document or Contract defined or referred to herein shall be
deemed references to such Loan Document or Contract (and, in the case of any
Note or any other instrument, any instrument issued in substitution therefor)
as the terms thereof may have been or may be amended, supplemented, waived or
otherwise modified from time to time.

(b) When used in this Agreement, the words "herein", "hereof"
and "hereunder" and words of similar import shall refer to this Agreement as a
whole and not to any provision of this Agreement, and the words "Article",
"Section", "Annex", "Schedule" and "Exhibit" shall refer to Articles and
Sections of, and Annexes, Schedules and Exhibits to, this Agreement unless
otherwise specified.

(c) Whenever the context so requires, the neuter gender
includes the masculine or feminine, the masculine gender includes the feminine,
and the singular number includes the plural, and vice versa.

(d) Any item or list of items set forth following the word
"including", "include" or "includes" is set forth only for the purpose of
indicating that, regardless of whatever other items are in the category in
which such item or items are "included", such item or items are in such
category, and shall not be construed as indicating that the items in the
category in which such item or items are "included" are limited to such items
or to items similar to such items.

(e) Each authorization in favor of the Agent, the Issuing
Bank, the Swing Loan Lender, any Bank or any other Person granted by or
pursuant to this Agreement shall be deemed to be irrevocable and coupled with
an interest.

(f) Except as otherwise specified herein, all references
herein to the Agent, the Issuing Bank, the Swing Loan Lender, any Bank or any
Loan Party shall be deemed to refer to such Person however designated in Loan
Documents, so that (i) a reference to rights or duties of the Agent under the
Loan

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Documents shall be deemed to include the rights or duties of such Person as the
Secured Party under the Security Agreements and the Pledge Agreement, as the
Mortgagee under (and as defined in) the Mortgages, and as the Guaranteed Party
under (and as defined in) any Guaranty Agreement (ii) a reference to costs
incurred by a Bank in connection with the Loan Documents shall be deemed to
include costs incurred by such Person as a Principal under (and as defined in)
the Security Agreements and the Pledge Agreement, as the Mortgagee under (and
as defined in) the Mortgages, and as the Guaranteed Party under (and as defined
in) any Guaranty Agreement and (iii) a reference to the obligations of the
Borrower or any other Loan Party under the Loan Documents shall be deemed to
include the obligations of such Person in any capacity under the Loan
Documents.

Section 10.03. Accounting Matters. All accounting
determinations hereunder and all computations utilized by the Borrower in
complying with the covenants contained herein shall be made, all accounting
terms used herein shall be interpreted, and all financial statements required
to be delivered hereunder shall be prepared, in accordance with Generally
Accepted Accounting Principles, except, in the case of such financial
statements, for changes in Generally Accepted Accounting Principles that may
from time to time be approved by a significant segment of the accounting
profession.

Section 10.04. Representations and Warranties. All
Representations and Warranties shall be deemed made (a) in the case of any
Representation and Warranty contained in this Agreement at the time of its
initial execution and delivery, at and as of the Restated Agreement Date, (b)
in the case of any Representation and Warranty contained in this Agreement or
any other document at the time any Loan is made or Letter of Credit is issued,
at and as of such time and (c) in the case of any particular Representation and
Warranty, wherever contained, at such other time or times as such
Representation and Warranty is made or deemed made in accordance with the
provisions of this Agreement or the document pursuant to, under or in
connection with which such Representation and Warranty is made or deemed made.

Section 10.05. Captions. Captions to Articles, Sections and
subsections of, and Annexes, Schedules and Exhibits to, this Agreement are
included for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose or in any way affect the meaning or
construction of any provision of this Agreement.

Section 10.06. Interpretation of Related Documents. Except
as otherwise specified therein, terms that are defined herein that are used in
Notes, certificates, opinions and other documents delivered in connection
herewith shall have the meanings ascribed to them herein and such documents
shall be otherwise interpreted in accordance with the provisions of this
Article 10.

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers all as of the
Restated Agreement Date.

GARDEN STATE NEWSPAPERS, INC.

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

THE BANK OF NEW YORK,
as Agent, as Swing Loan Lender
and as a Bank

By:
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Senior Vice President

BANKERS TRUST COMPANY,
as Documentation Agent and
as a Bank

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

Restated Agreement Date:

1 EXHIBIT 2.2 CREDIT AGREEMENT Dated as of August 31, 1995 As Amended and Restated as of October 31, 1996

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