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                                CREDIT AGREEMENT

                            Dated as of July 19, 2002

                                      among

                               GETTY IMAGES, INC.,

                                as the Borrower,

                             BANK OF AMERICA, N.A.,
          as Administrative Agent, Security Trustee, Swing Line Lender
                                       and
                                   L/C Issuer,

                                       and

                         The Other Lenders Party Hereto


                         BANC OF AMERICA SECURITIES LLC,

                                       as

                    Sole Lead Arranger and Sole Book Manager



                                     [LOGO]
                                 Bank of America



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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                     Page
-------                                                                                                     ----
<S>                                                                                                         <C>
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS.......................................................................1
   1.01     Defined Terms.........................................................................................1
   1.02     Other Interpretive Provisions........................................................................25
   1.03     Accounting Terms.....................................................................................25
   1.04     Rounding.............................................................................................26
   1.05     References to Agreements and Laws....................................................................26
   1.06     Letter of Credit Amounts.............................................................................26
   1.07     Exchange Rates; Currency Equivalents.................................................................26
   1.08     Additional Alternative Currencies....................................................................27
   1.09     Exchange Rates; Currency Equivalents.................................................................27

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS................................................................28
   2.01     Committed Loans......................................................................................28
   2.02     Borrowings, Conversions and Continuations of Committed Loans.........................................28
   2.03     Letters of Credit....................................................................................30
   2.04     Swing Line Loans.....................................................................................37
   2.05     Prepayments..........................................................................................40
   2.06     Mandatory Prepayment of Loans........................................................................41
   2.07     Reduction or Termination of Commitments..............................................................42
   2.08     Repayment of Loans...................................................................................42
   2.09     Interest.............................................................................................42
   2.10     Fees.................................................................................................43
   2.11     Computation of Interest and Fees.....................................................................43
   2.12     Evidence of Debt.....................................................................................44
   2.13     Payments Generally...................................................................................44
   2.14     Sharing of Payments..................................................................................46
   2.15     Increase in Commitments..............................................................................47
   2.16     Security and Guaranty................................................................................48

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY..............................................................48
   3.01     Taxes................................................................................................48
   3.02     Illegality...........................................................................................49
   3.03     Inability to Determine Rates.........................................................................50
   3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.............50
   3.05     Funding Losses.......................................................................................51
   3.06     Matters Applicable to all Requests for Compensation..................................................52
   3.07     Survival.............................................................................................52

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS............................................................52
   4.01     Conditions of Initial Credit Extension...............................................................52
   4.02     Conditions to all Credit Extensions and Conversions and Continuations................................54

ARTICLE V. REPRESENTATIONS AND WARRANTIES........................................................................55
   5.01     Existence, Qualification and Power; Compliance with Laws.............................................55
   5.02     Authorization; No Contravention......................................................................55
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                                <C>
   5.03     Governmental Authorization; Other Consents...........................................................  56
   5.04     Binding Effect.......................................................................................  56
   5.05     Financial Statements; No Material Adverse Effect.....................................................  56
   5.06     Litigation...........................................................................................  56
   5.07     No Default...........................................................................................  57
   5.08     Ownership of Property; Liens.........................................................................  57
   5.09     Environmental Compliance.............................................................................  57
   5.10     Insurance............................................................................................  57
   5.11     Taxes................................................................................................  57
   5.12     ERISA Compliance.....................................................................................  57
   5.13     Subsidiaries.........................................................................................  58
   5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.......................  58
   5.15     Intellectual Property; Etc...........................................................................  58
   5.16     Solvency.............................................................................................  59
   5.17     Collateral Documents.................................................................................  59
   5.18     Disclosure...........................................................................................  59

ARTICLE VI. AFFIRMATIVE COVENANTS................................................................................  59
   6.01     Financial Statements.................................................................................  59
   6.02     Certificates; Other Information......................................................................  60
   6.03     Notices..............................................................................................  61
   6.04     Payment of Obligations...............................................................................  62
   6.05     Preservation of Existence, Etc.......................................................................  62
   6.06     Maintenance of Properties............................................................................  62
   6.07     Maintenance of Insurance.............................................................................  62
   6.08     Compliance with Laws.................................................................................  62
   6.09     Books and Records....................................................................................  63
   6.10     Inspection Rights....................................................................................  63
   6.11     Compliance with ERISA................................................................................  63
   6.12     Subsidiaries; Additional Guarantors; Pledge of Capital Stock.........................................  63
   6.13     Intellectual Property................................................................................  65
   6.14     Use of Proceeds......................................................................................  65
   6.15     Corporate Separateness...............................................................................  65
   6.16     Further Assurances...................................................................................  65

ARTICLE VII. NEGATIVE COVENANTS..................................................................................  66
   7.01     Liens................................................................................................  66
   7.02     Investments..........................................................................................  67
   7.03     Indebtedness.........................................................................................  68
   7.04     Fundamental Changes..................................................................................  69
   7.05     Dispositions.........................................................................................  70
   7.06     Lease Obligations....................................................................................  71
   7.07     Restricted Payments..................................................................................  71
   7.08     ERISA................................................................................................  71
   7.09     Change in Nature of Business.........................................................................  72
   7.10     Transactions with Affiliates.........................................................................  72
   7.11     Burdensome Agreements................................................................................  72
   7.12     Use of Proceeds......................................................................................  72
   7.13     Financial Covenants..................................................................................  72
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                             <C>
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES.................................................................   73
  8.01     Events of Default.................................................................................   73
  8.02     Remedies Upon Event of Default....................................................................   75
  8.03     Application of Funds..............................................................................   76


ARTICLE IX. ADMINISTRATIVE AGENT AND SECURITY TRUSTEE........................................................   77
  9.01     Appointment and Authorization of Administrative Agent.............................................   77
  9.02     Delegation of Duties..............................................................................   78
  9.03     Liability of Administrative Agent.................................................................   78
  9.04     Reliance by Administrative Agent..................................................................   78
  9.05     Notice of Default.................................................................................   79
  9.06     Credit Decision; Disclosure of Information by Administrative Agent................................   79
  9.07     Indemnification of Administrative Agent...........................................................   80
  9.08     Administrative Agent in its Individual Capacity...................................................   80
  9.09     Successor Administrative Agent....................................................................   80
  9.10     Collateral and Guaranty Matters...................................................................   81
  9.11     Appointment of Security Trustee...................................................................   82
  9.12     Successor Security Trustee........................................................................   82
  9.13     Protection of Security Trustee....................................................................   82
  9.14     Other Agents; Lead Managers.......................................................................   82


ARTICLE X. MISCELLANEOUS.....................................................................................   83
  10.01    Amendments, Etc...................................................................................   83
  10.02    Notices and Other Communications; Facsimile Copies................................................   84
  10.03    No Waiver; Cumulative Remedies....................................................................   85
  10.04    Attorney Costs, Expenses and Taxes................................................................   85
  10.05    Indemnification by the Borrower...................................................................   86
  10.06    Payments Set Aside................................................................................   87
  10.07    Successors and Assigns............................................................................   87
  10.08    Confidentiality...................................................................................   90
  10.09    Set-off...........................................................................................   91
  10.10    Interest Rate Limitation..........................................................................   91
  10.11    Counterparts......................................................................................   91
  10.12    Integration.......................................................................................   91
  10.13    Survival of Representations and Warranties........................................................   92
  10.14    Severability......................................................................................   92
  10.15    Tax Forms.........................................................................................   92
  10.16    Governing Law.....................................................................................   93
  10.17    Waiver of Right to Trial by Jury..................................................................   94
  10.18    Mandatory Arbitration.............................................................................   94
  10.19    Designated Senior Indebtedness....................................................................   95
  10.20    Time of the Essence...............................................................................   95
  10.21    Judgment Currency.................................................................................   95
  10.22    Oral Agreements...................................................................................   96
</TABLE>

                                      iii





<PAGE>

SCHEDULES

   1.01     Mandatory Cost Rate
   2.01     Commitments and Pro Rata Shares
   5.06     Litigation
   5.09     Environmental Matters
   5.13     Subsidiaries and Other Equity Investments
   5.15     Intellectual Property
   7.01     Existing Liens
   7.02     Existing Investments
   7.03     Existing Indebtedness
   7.06     Existing Leases
   10.02    Eurocurrency and Domestic Lending Offices, Addresses for Notices

EXHIBITS

                  Form of

   A        Committed Loan Notice
   B        Swing Line Loan Notice
   C-1      Committed Loan Note
   C-2      Swing Line Note
   D        Guaranty Agreement
   E-1      Borrower Security Agreement
   E-2      Guarantor Security Agreement
   E-3      Collateral Account Security Agreement
   E-4      Getty Communications Security Agreement
   F        Collateral Account Control Agreement
   G-1      Borrower Pledge Agreement
   G-2      Getty Communications Pledge Agreement
   H        Compliance Certificate
   I        Assignment and Assumption
   J        Opinion of Counsel

                                       iv

<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of July 19,
2002, among GETTY IMAGES, INC., a Delaware corporation (the "Borrower"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender") and BANK OF AMERICA, N.A., a national banking
association, as Administrative Agent, Security Trustee, Swing Line Lender.

         The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 Defined Terms. As used in this Agreement, the following terms
shall have the meanings set forth below:

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means, with respect to any currency,
the Administrative Agent's address and, as appropriate, account as set forth on
Schedule 10.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, (i) in determining whether a Person is Controlled by a Loan
Party, such Person shall be deemed to be Controlled by a Loan Party if such Loan
Party possesses, directly or indirectly, power to vote 20% or more of the
securities having ordinary voting power for the election of directors, managing
general partners or the equivalent and (ii) in determining whether a Person is
Controlled by a Lender, such Person shall be deemed to be Controlled by a Lender
if such Lender possesses, directly or indirectly, power to vote 10% or more of
the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

         "Agent/Arranger Fee Letter" has the meaning specified in Section
2.10(b).

         "Agent-Related Persons" means the Administrative Agent or the Security
Trustee (including any successor administrative agent or security trustee),
together with their respective Affiliates (including, in the case of Bank of
America in its capacity as the Administrative Agent, the Arranger), and the
officers, directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

                                        1

<PAGE>

         "Aggregate Commitments" has the meaning set forth in the definition of
"Commitment."

         "Agreement" means this Credit Agreement.

         "Alternative Currency" means each of Euro, Sterling and each other
lawful currency (other than Dollars) that is freely available and freely
transferable and convertible into Dollars and which is approved by all the
Lenders in accordance with Section 1.08.

         "Alternative Currency Equivalent" means, at any time, with respect to
any amount denominated in Dollars, the equivalent amount thereof in the
applicable Alternative Currency as determined by the Administrative Agent at
such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of such Alternative Currency with
Dollars.

         "Alternative Currency Sublimit" means an amount equal to the lesser of
the Aggregate Commitments and $25,000,000. The Alternative Currency Sublimit is
part of, and not in addition to, the Aggregate Commitments.

         "Applicable Currency" has the meaning specified in Section 3.02.

         "Applicable Rate" means the following percentages per annum, based upon
the Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.02(b):

<TABLE>
<CAPTION>
                                               Applicable Rate

                                                                    Eurocurrency
                                                                       Rate +
         Pricing                                 Commitment          Letters of             Base Rate
          Level         Leverage Ratio              Fee                Credit                   +
         -----------------------------------------------------------------------------------------------
         <S>         <C>                          <C>                  <C>                 <C>
            1        Less than or equal to           0.250%               0.875%              0.000%
                     1.50:1

            2        Less than or equal to           0.300%               1.125%              0.000%
                     2.00:1 but greater than
                     1.50:1

            3        Less than or equal to           0.350%               1.375%              0.000%
                     2.50:1 but greater than
                     2.00:1

            4        Greater than 2.50:1             0.400%               1.625%              0.250%
</TABLE>

                                        2

<PAGE>

         Any increase or decrease in the Applicable Rate resulting from a change
in the Leverage Ratio shall become effective as of the first day of the month
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(b); provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then Pricing Level 4 shall
apply as of the first day of the month following the due date of such Compliance
Certificate through the date that is three Business Days after the date that
such Compliance Certificate is delivered. The Applicable Rate in effect from the
Closing Date through September 30, 2002 shall be determined based upon Pricing
Level 3.

         "Applicable Time" means, with respect to any borrowings and payments in
Alternative Currencies, the local times in the place of settlement for such
Alternative Currencies as may be determined by the Administrative Agent to be
necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.

         "Arranger" means Banc of America Securities LLC, in its capacity as
sole lead arranger and sole book manager.

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit I.

         "Attorney Costs" means and includes all reasonable fees and
disbursements of any law firm or other external counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2001, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries.

         "Bank of America" means Bank of America, N.A.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

         "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

                                        3

<PAGE>

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate. All Base Rate Loans shall be denominated in Dollars.

         "Borrower" has the meaning set forth in the introductory paragraph
hereto.

         "Borrower Security Agreement" means each of (a) the Security Agreement
made by the Borrower in favor of the Administrative Agent on behalf of the
Lenders, substantially in the form of Exhibit E-1 and (b) any other security
agreement or equivalent document as the Administrative Agent shall deem
appropriate for such purpose pursuant to Section 6.12, and "Borrower Security
Agreements" means all of them.

         "Borrower Pledge Agreement" means each of (a) the Pledge Agreement made
by the Borrower in favor of the Administrative Agent on behalf of the Lenders,
substantially in the form of Exhibit G-1 and (b) any other pledge agreement or
equivalent document as the Administrative Agent shall deem appropriate for such
purpose pursuant to Section 6.12, and "Borrower Pledge Agreements" means all of
them.

         "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as
the context may require.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office with respect
to Obligations denominated in Dollars is located and (a) if such day relates to
any Eurocurrency Rate Loan denominated in a currency other than Euro, means any
such day on which dealings in deposits in the relevant currency are conducted by
and between banks in the London or other applicable offshore interbank market
for such currency or (b) if such day relates to any Eurocurrency Rate Loan
denominated in Euro, means a TARGET Day.

         "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

         "Cash" means money, currency or a credit balance in any demand or
Deposit Account.

         "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, Cash pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the L/C Issuer (which
documents are hereby consented to by the Lenders). Derivatives of such term
shall have corresponding meaning. The Borrower hereby grants the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on all such
Cash. Cash collateral shall be maintained in blocked, interest bearing Deposit
Accounts at Bank of America and shall be subject to such Lien documentation as
the Administrative Agent shall reasonably request.

                                       4

<PAGE>

         "Cash Equivalents" means, as at any date of determination, (a)
marketable securities (i) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (ii) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (b) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody's; (c) commercial paper maturing no more
than one year from the date of creation thereof and having, at the time of the
acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's; (d) certificates of deposit or bankers' acceptances maturing within one
year after such date and issued or accepted by any Lender or by any commercial
bank organized under the laws of the United States of America or any state
thereof or the District of Columbia that (i) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; and (e) shares of any money market mutual fund that (i)
has substantially all of its assets invested continuously in the types of
investments referred to in clauses (a) and (b) above, (ii) has net assets of not
less than $500,000,000, and (iii) has the highest rating obtainable from either
S&P or Moody's.

         "Change of Control" means, with respect to any Person, an event or
series of events by which:

               (a) any "person" or "group" (as such terms are used in Sections
         13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
         any employee benefit plan of such person or its subsidiaries, and any
         person or entity acting in its capacity as trustee, agent or other
         fiduciary or administrator of any such plan) becomes the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
         Exchange Act of 1934), directly or indirectly, of 25% or more (and in
         the case of Getty Investments LLC of 35% or more) of the equity
         securities of such Person entitled to vote for members of the board of
         directors or equivalent governing body of such Person on a
         fully-diluted basis; or

               (b) during any period of 12 consecutive months, a majority of the
         members of the board of directors or other equivalent governing body of
         such Person cease to be composed of individuals (i) who were members of
         that board or equivalent governing body on the first day of such
         period, (ii) whose election or nomination to that board or equivalent
         governing body was approved by individuals referred to in clause (i)
         above constituting at the time of such election or nomination at least
         a majority of that board or equivalent governing body or (iii) whose
         election or nomination to that board or other equivalent governing body
         was approved by individuals referred to in clauses (i) and (ii) above
         constituting at the time of such election or nomination at least a
         majority of that board or equivalent governing body.

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

                                        5

<PAGE>

         "Code" means the Internal Revenue Code of 1986.

         "Collateral" means all property and interests in property and proceeds
thereof now owned or hereafter acquired by the Borrower or any Guarantor and
their respective Subsidiaries in or upon which a Lien now or hereafter exists in
favor of the Lenders, or the Administrative Agent or the Security Trustee on
behalf of the Lenders, whether under this Agreement or under any other documents
executed by any such Person and delivered to the Administrative Agent, the
Security Trustee or the Lenders, as the case may be.

         "Collateral Account" has the meaning specified in the Collateral
Account Security Agreement.

         "Collateral Account Control Agreement" means the Collateral Account
Notification and Acknowledgment (Third Party) among the Borrower, the
Administrative Agent and Banc of America Securities LLC, in its capacity as
securities intermediary, substantially in the form of Exhibit F.

         "Collateral Account Security Agreement" means the Security Agreement
made by the Borrower in favor of the Administrative Agent on behalf of the
Lenders, substantially in the form of Exhibit E-3.

         "Collateral Documents" means, collectively, (i) each Borrower Security
Agreement, each Guarantor Security Agreement, the Collateral Account Security
Agreement, the Getty Communications Security Agreement, the Collateral Account
Control Agreement, each Borrower Pledge Agreement, each Subsidiary Pledge
Agreement and all other security agreements, control agreements, mortgages,
deeds of trust, patent and trademark assignments, lease assignments, guarantees
and other similar agreements between the Borrower or any Subsidiary or any
Guarantor and the Lenders or the Administrative Agent or the Security Trustee
for the benefit of the Lenders now or hereafter delivered to the Lenders, the
Administrative Agent or the Security Trustee pursuant to or in connection with
the transactions contemplated hereby (including such documents as the
Administrative Agent or the Security Trustee, whichever is relevant, shall deem
appropriate pursuant to Section 6.12, and all financing statements (or
comparable documents now or hereafter filed in accordance with the Uniform
Commercial Code or comparable law) and patent, trademark and copyright filings
against any Loan Party as debtor in favor of the Lenders or the Administrative
Agent or the Security Trustee for the benefit of the Lenders as secured party,
and (ii) any amendments, supplements, modifications, renewals, replacements,
consolidations, substitutions and extensions of any of the foregoing.

         "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01, as
such amount may be reduced or adjusted from time to time in accordance with this
Agreement (collectively, the "Aggregate Commitments").

                                       6

<PAGE>

         "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type, in the same currency and having the same
Interest Period made by each of the Lenders pursuant to Section 2.01.

         "Committed Loan" has the meaning specified in Section 2.01.

         "Committed Loan Note" means a promissory note made by the Borrower in
favor of a Lender evidencing Committed Loans made by such Lender, substantially
in the form of Exhibit C-1.

         "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Committed Loans as the same Type, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit H.

         "Consolidated Capital Expenditures" means, for any period, all
expenditures of the Borrower and its Subsidiaries during such period determined
on a consolidated basis that, in accordance with GAAP, are or should be included
in "purchase of property and equipment" or similar items reflected in the
consolidated statement of cash flows of the Borrower and its Subsidiaries.

         "Consolidated Cash Interest Charges" means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all
interest, premium payments, utilization fees and nonusage fees (but not
including any arrangement or agency fees or any upfront fees paid to the
Administrative Agent or to the Lenders), charges and related expenses of the
Borrower and its Subsidiaries in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP,
plus (b) the portion of rent expense of the Borrower and its Subsidiaries with
respect to such period under capital leases that is treated as interest in
accordance with GAAP; in each case to the extent paid by the Borrower and its
Subsidiaries in Cash during such period, less (c) any fees included in clause
(a) that are directly related to the termination of the Existing Credit
Agreement up to the amount of $200,000.

         "Consolidated Debt Service" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, an amount equal to the sum, without
duplication, of (a) Consolidated Cash Interest Charges plus (b) all scheduled
amortization with respect to (including any payment or prepayment of principal
of, premium, if any, or interest on, or redemption, purchase, retirement,
sinking fund or similar payment) any Indebtedness; in each case payable by the
Borrower and its Subsidiaries during such period.

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Cash Interest Charges for such
period, (ii) the provision for federal, state, local and foreign income taxes
payable by the Borrower and its Subsidiaries for such period, (iii) the amount
of depreciation and amortization expense deducted in determining such
Consolidated Net Income,

                                       7

<PAGE>

(iv) foreign exchange losses for such period, (v) other extraordinary non-cash
items reducing such Consolidated Net Income for such period and (vi) for the
period ending March, 2002 only, cash expenses for integration, impairment and
losses on abandoned property in an amount not to exceed $4,600,000, minus (b)
the following to the extent added in calculating such Consolidated Net Income:
(i) foreign exchange gains for such period and (ii) other extraordinary non-cash
items increasing Consolidated Net Income for such period.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, without duplication, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, (b) all purchase money
Indebtedness, (c) all direct obligations arising under letters of credit
(including standby and commercial), bankers' acceptances, bank guaranties,
surety bonds and similar instruments, (d) all obligations in respect of the
deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business), (e) Attributable Indebtedness in
respect of capital leases and Synthetic Lease Obligations, (f) without
duplication, all Guarantees with respect to outstanding Indebtedness of the
types specified in clauses (a) through (e) above of Persons other than the
Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in
clauses (a) through (f) above of any partnership or joint venture (other than a
joint venture that is itself a corporation or limited liability company) in
which the Borrower or a Subsidiary is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to the Borrower or such
Subsidiary.

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries (excluding extraordinary gains but including extraordinary losses)
for that period.

         "Consolidated Net Worth" means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, Shareholders' Equity
of the Borrower and its Subsidiaries on that date.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Credit Extension" means each of the following: (a) a Committed
Borrowing, (b) a borrowing of a Swing Line Loan, and (c) an L/C Credit
Extension.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

         "Default" means any event that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

                                       8

<PAGE>

         "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurocurrency Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.

         "Deposit Account" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

         "Disposition" or "Dispose" means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

         "Disregarded Foreign Subsidiary" shall mean any Foreign Subsidiary the
separate existence of which is disregarded for United States Federal tax
purposes under Treas. Reg. Section 301.7701-3.

         "Dollar" and "$" means lawful money of the United States of America.

         "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent at such time on the basis of
the Spot Rate (determined in respect of the most recent Revaluation Date) for
the purchase of Dollars with such Alternative Currency.

         "Domestic Subsidiary" means any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

         "Eligible Assignee" has the meaning specified in Section 10.07(h).

         "EMU" means the economic and monetary union in accordance with the
Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht
Treaty of 1992 and the Amsterdam Treaty of 1998, as amended from time to time.

         "EMU Legislation" means the legislative measures of the European
Council for the introduction of, changeover to or operation of a single or
unified European currency (whether known as the "euro" or otherwise).

         "Environmental Laws" means all Laws relating to environmental, health,
safety and land use matters applicable to any property.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any other Loan Party directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation,

                                       9

<PAGE>

storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

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

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and solely for purposes of provisions
relating to Section 412 of the Code, Sections 414(m) and (o) of the Code).
Notwithstanding the foregoing, "ERISA Affiliate" shall not include Getty
Investments LLC.

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "Euro" and "EUR" and "(euro)" mean the lawful currency of the
Participating Member States introduced in accordance with the EMU Legislation.

         "Eurocurrency Rate" means (a) for any Interest Period with respect to
any Eurocurrency Rate Loan other than one referred to in subsection (b) of this
definition:

               (i)  the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         the relevant currency (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period, or

               (ii) if the rate referenced in the preceding clause (i) does not
         appear on such page or service or such page or service shall cease to
         be available, the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate on such other page or other
         service that displays an average British Bankers Association Interest
         Settlement Rate for deposits in the relevant currency (for delivery on
         the first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                                       10

<PAGE>

               (iii) if the rates referenced in the preceding clauses (i) and
         (ii) are not available, the rate per annum (rounded upward to the next
         1/100th of 1%) determined by the Administrative Agent as the rate of
         interest at which deposits in the relevant currency for delivery on the
         first day of such Interest Period in same day funds in the approximate
         amount of the Eurocurrency Rate Loan being made, continued or converted
         by Bank of America and with a term equivalent to such Interest Period
         would be offered by Bank of America's London Branch or London Affiliate
         to major banks in the offshore interbank market for such currency at
         their request at approximately 11:00 a.m. (London time) two Business
         Days prior to the first day of such Interest Period; and

         (b)   for any Interest Period with respect to any Eurocurrency Rate
Loan advanced by a Lender required to comply with the relevant requirements of
the Bank of England and the Financial Services Authority of the United Kingdom,
the sum of (i) the rate determined in accordance with subsection (a) of this
definition and (ii) the Mandatory Cost Rate for such Interest Period.

         "Eurocurrency Rate Committed Loan" means a Committed Loan that bears
interest at a rate based on the Eurocurrency Rate.

         "Eurocurrency Rate Loan" means a Eurocurrency Rate Committed Loan.
Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative
Currency. All Loans denominated in an Alternative Currency must be Eurocurrency
Rate Loans.

         "Event of Default" has the meaning specified in Section 8.01.

         "Event of Loss" means, with respect to any property, any of the
following: (a) any loss, destruction or damage of such property; (b) any pending
or threatened institution of any proceedings for the condemnation or seizure of
such property or for the exercise of any right of eminent domain; or (c) any
actual condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, of such property, or confiscation of such property or the
requisition of the use of such property.

         "Existing Credit Agreement" means that certain Credit Agreement dated
as of October 25, 1999 among the Borrower, HSBC Investment Bank plc, as agent,
and a syndicate of lenders.

         "Existing Letters of Credit" means, together, (a) Irrevocable Standby
Letter of Credit No. 3024893, dated April 11, 2000, issued by Bank of America
for the account of Getty Images, Inc. for the benefit of The Rector Church -
Wardens and Vestrymen of Trinity Church in the City of New York Parish of
Trinity Church in the City of New York Real Estate Department, in the original
amount of $5,796,000 and (b) Irrevocable Standby Letter of Credit No. 3024766,
dated April 5, 2000, issued by Bank of America for the account of Tri-Energy
Productions, Inc. for the benefit of CST Water Garden II, LLC, in the original
amount of $1,000,000, including any amendments, supplements, modifications,
renewals, replacements, consolidations, substitutions and extensions of any of
the foregoing.

                                       11

<PAGE>

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards to the next 1/100th of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.

         "Fee Letters" means, collectively, the Agent/Arranger Fee Letter and
the Lender Fee Letter.

         "Fixed Charge Coverage Ratio" means, as of any date of determination,
the ratio of (a) the sum of (i) Consolidated EBITDA for the period of the four
prior fiscal quarters ending on such date less (ii) the Consolidated Capital
Expenditures for such period to (b) the sum of (i) Consolidated Cash Interest
Charges for such period plus (ii) Consolidated Debt Service for such period.

         "Foreign Lender" has the meaning specified in Section 10.15(a).

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States of America.

         "Getty Communications" means Getty Communications Limited, a private
limited company incorporated under the laws of England and Wales.

         "Getty Communications Security Agreement" means the Charge Over Trade
Marks made by Getty Communications in favor of the Security Trustee on behalf of
the Lenders, substantially in the form of Exhibit E-4.

         "Getty Communications Pledge Agreement" means the Equitable Mortgage
Over Shares made by Getty Communications in favor of the Security Trustee on
behalf of the Lenders, substantially in the form of Exhibit G-2.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

                                       12

<PAGE>

         "Guarantors" means, collectively, Getty Images (Photographers), Inc., a
California corporation, Getty Images (US), Inc., a New York corporation, Getty
Images (Seattle), Inc., Washington corporation, EyeWire, Inc., a Delaware
corporation, Allsport Photography USA Inc., a California corporation, and the
other Persons from time to time a party to any Guaranty Agreement.

         "Guarantor Security Agreement" means each of (a) the Security Agreement
made by the Guarantors from time to time a party thereto in favor of the
Administrative Agent on behalf of the Lenders, substantially in the form of
Exhibit E-2 and (b) any other security agreement or equivalent document as the
Administrative Agent shall deem appropriate for such purpose pursuant to Section
6.12, and "Guarantor Security Agreements" means all of them.

         "Guaranty Agreement" means each of (a) the Guaranty Agreement made by
the Guarantors from time to time a party thereto in favor of the Administrative
Agent on behalf of the Lenders, substantially in the form of Exhibit D and (b)
any other guaranty agreement or equivalent document as the Administrative Agent
shall deem appropriate for such purpose pursuant to Section 6.12, and "Guaranty
Agreements" means all of them.

         "Guaranty Obligation" means, as to any Person, any (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Guaranty Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, in respect of which such
Guaranty Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guarantying Person in good faith.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

         "HSBC Bank" means HSBC Bank, plc, a bank incorporated under the laws of
England and Wales.

                                       13

<PAGE>

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes, loan
         agreements or other similar instruments;

                (b) all direct or contingent obligations of such Person arising
         under letters of credit (including standby and commercial), bankers'
         acceptances, bank guaranties, surety bonds and similar instruments;

                (c) net obligations under any Swap Contract in an amount equal
         to the Swap Termination Value thereof;

                (d) all obligations of such Person to pay the deferred purchase
         price of property or services (other than trade accounts payable in the
         ordinary course of business);

                (e) indebtedness (excluding prepaid interest thereon) secured by
         a Lien on property owned or being purchased by such Person (including
         indebtedness arising under conditional sales or other title retention
         agreements), whether or not such indebtedness shall have been assumed
         by such Person or is limited in recourse;

                (f) all obligations in respect of capital leases and Synthetic
         Lease Obligations; and

                (g) all Guaranty Obligations of such Person in respect of any of
         the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person (subject only to customary exceptions
acceptable to the Required Lenders). The amount of any capital lease or
Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

         "Indemnified Liabilities" has the meaning set forth in Section 10.05.

         "Indemnitees" has the meaning set forth in Section 10.05.

         "Intangible Assets" means assets that are considered to be intangible
assets under GAAP, including customer lists, goodwill, computer software,
copyrights, trade names, trade marks, patents, unamortized deferred charges,
unamortized debt discount and capitalized research and development costs.

                                       14

<PAGE>

         "Intellectual Property" means, as to any Person, all of the following:

                (a) all trademarks, service marks, designs, trade names,
         corporate names, company names, business names, fictitious business
         names, trade styles, trade dress, logos, other source or business
         identifiers owned or used by such Person in its business or hereafter
         adopted or acquired, all registrations and recordings thereof, and all
         registration and recording applications filed in connection therewith,
         including registrations and pending applications in the United States
         Patent and Trademark Office, any State of the United States or any
         similar offices in any other country or any political subdivision
         thereof, and all extensions or renewals thereof;

                (b) all letters patent of the United States or any other country
         or any political subdivision thereof, all registrations and recordings
         thereof, and all applications for letters patent of the United States
         or the equivalent thereof in any other country owned by such Person,
         including registrations, recordings and pending applications in the
         United States Patent and Trademark Office or the equivalent thereof in
         any similar offices in any other country, and all reissues,
         continuations, divisions, continuations-inpart, renewals or extensions
         thereof, and the inventions disclosed or claimed therein, including the
         right to make, use and/or sell the inventions disclosed or claimed
         therein;

                (c) all computer programs, computer data bases, other computer
         software, trade secrets, trade secret rights, ideas, drawings, designs,
         schematics, algorithms, writings, techniques, processes and formulas
         owned or used by such Person in its business; and

                (d) all copyright rights of such Person in any work subject to
         the copyright laws of the United States, any state thereof or any other
         country or any political subdivision thereof, whether registered or
         unregistered and whether published or unpublished, whether as author,
         assignee, transferee or otherwise, and all registrations and
         applications for registration of any such copyright in the United
         States, any state thereof or any other country or any political
         subdivision thereof, including registrations, recordings, supplemental
         registrations and pending applications for registration in the United
         States Copyright Office or in any similar offices in any other country.

         "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

         "Interest Period" means the period commencing on the date such
Eurocurrency Rate Loan is disbursed or (in the case of any Eurocurrency Rate
Committed Loan) converted to or continued as a Eurocurrency Rate Loan and ending
on the date one, two, three or six months thereafter, as selected by the
Borrower in its Committed Loan Notice; provided that:

                (i) any Interest Period that would otherwise end on a day that
         is not a Business Day shall be extended to the next succeeding Business
         Day unless, in the case of a Eurocurrency Rate Loan, such Business Day
         falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Business Day;

                                       15

<PAGE>

                (ii)  any Interest Period pertaining to a Eurocurrency Rate Loan
         that begins on the last Business Day of a calendar month (or on a day
         for which there is no numerically corresponding day in the calendar
         month at the end of such Interest Period) shall end on the last
         Business Day of the calendar month at the end of such Interest Period;
         and

                (iii) no Interest Period shall extend beyond the Maturity Date.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b)
a loan, advance or capital contribution to, guaranty or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

         "IRS" means the United States Internal Revenue Service.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all outstanding L/C Borrowings.

                                       16

<PAGE>

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

         "Lender Fee Letter" has the meaning set forth in Section 2.10(c).

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.02, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder and
shall include the Existing Letters of Credit. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is seven days
prior to the Maturity Date (or, if such day is not a Business Day, the next
preceding Business Day).

         "Letter of Credit Sublimit" means an amount equal to the lesser of the
Aggregate Commitments and $15,000,000. The Letter of Credit Sublimit is part of,
and not in addition to, the Aggregate Commitments.

         "Leverage Ratio" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) the sum
of (i) Consolidated Funded Indebtedness as of such date less (ii) the lesser of
(A) the amount by which the sum of (1) Cash plus (2) Cash Equivalents exceeds
$10,000,000 as of such date or (B) $75,000,000 to (b) Consolidated EBITDA for
the period of the four fiscal quarters ending on such date.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic effect
as any of the foregoing and, for the avoidance of doubt, not including any
operating leases).

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, each Note, each Fee Letter, each
Request for Credit Extension, each Compliance Certificate, each Collateral
Document, each Guaranty Agreement and each other document, instrument or
agreement from time to time executed by the Borrower or any of its Subsidiaries
or any Responsible Officer thereof and delivered in connection with this
Agreement.

         "Loan Parties" means, collectively, the Borrower, Getty Communications
and each Guarantor.

                                       17

<PAGE>

         "Mandatory Cost Rate" means, with respect to any period, a rate per
annum determined in accordance with Schedule 1.01.

         "Mandatory Cost Reference Lender" means each of Bank of America and
HSBC Bank.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent) or condition (financial or otherwise) of the Borrower or
the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of
the ability of any Loan Party to perform its obligations under any Loan Document
to which it is a party; or (c) a material adverse effect upon (i) the legality,
validity, binding effect or enforceability against any Loan Party of any Loan
Document to which it is a party, or (ii) the perfection or priority of any Lien
granted under any of the Collateral Documents; provided that the Collateral
covered by such Lien has a fair market value, individually or in the aggregate,
in excess of $100,000.

         "Material Subsidiary" means, as of any date of determination, any
Subsidiary whose total revenues comprise, or are reasonably expected to
comprise, 5% or more of the total revenues of the Borrower and its Subsidiaries
on a consolidated basis for the then current fiscal year of the Borrower (on a
pro forma basis) or for either of the two most recently ended fiscal years of
the Borrower.

         "Maturity Date" means (a) June 30, 2005 or (b) such earlier date upon
which the Aggregate Commitments may be terminated in accordance with the terms
hereof.

         "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Net Proceeds" means, as to any Disposition by a Person, proceeds in
cash, checks or other cash equivalent financial instruments as and when received
by such Person, net of: (a) the direct costs relating to such Disposition
excluding amounts payable to such Person or any Affiliate of such Person, (b)
sale, use or other transaction taxes paid or payable by such Person as a direct
result thereof, (c) income taxes paid or payable by such Person as a direct
result of gains recognized on such Disposition, and (d) amounts required to be
applied to repay principal, interest and prepayment premiums and penalties on
Indebtedness secured by a Lien on the asset which is the subject of such
Disposition. "Net Proceeds" shall also include proceeds paid on account of any
Event of Loss, net of (i) all money actually applied to repair or reconstruct
the damaged property or property affected by the condemnation or taking, (ii)
all of the costs and expenses reasonably incurred in connection with the
collection of such proceeds, award or other payments, and (iii) any amounts
retained by or paid to parties having superior rights to such proceeds, awards
or other payments.

         "New Material Subsidiary" has the meaning set forth in Section 6.12(b).

         "Non-Guarantor Subsidiary" means any Subsidiary that is not a
Guarantor.

                                       18

<PAGE>

         "Notes" means, collectively, the Committed Loan Notes and the Swing
Line Note.

         "Obligations" means, without duplication, (a) all advances to, and
debts, liabilities, obligations, covenants and duties of, any Loan Party arising
under any Loan Document, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising, (b) all liabilities and obligations of the Borrower or any
Subsidiary owing to any Lender or any Affiliate of any Lender and arising under
any Swap Contract permitted by Section 7.03(e), whether absolute or contingent,
due or to become due, now existing or hereafter arising and (c) all advances to,
and debts, liabilities and obligations of, the Borrower or any Subsidiary
arising under the Overdraft Facility Agreements, whether absolute or contingent,
due or to become due, now existing or hereafter arising, and, in each case,
including interest that accrues after the commencement by or against any Loan
Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutional documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the articles of formation and
operating agreement; and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other
applicable agreement of formation and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation with the
applicable Governmental Authority in the jurisdiction of its formation, in each
case as amended from time to time.

         "Outstanding Amount" means (i) with respect to Committed Loans and
Swing Line Loans on any date, the aggregate outstanding principal Dollar
Equivalent amount thereof after giving effect to any borrowings and prepayments
or repayments of Committed Loans and Swing Line Loans, as the case may be,
occurring on such date; and (ii) with respect to any L/C Obligations on any
date, the Dollar Equivalent amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any Letters of Credit or any reductions in the maximum amount available for
drawing under Letters of Credit taking effect on such date.

         "Overdraft Facility Agreements" means, collectively, (i) that certain
letter agreement dated as of October 2, 2001 among HSBC Bank, the Borrower and
the Subsidiaries a party thereto (including the General Terms and Conditions
attached thereto) and that certain Deed of Guarantee (Composite Joint & Several
Guarantee) dated February 6, 2001 given by the Borrower and the Subsidiaries a
party thereto and (ii) any amendments, supplements, modifications, renewals,
replacements, consolidations, substitutions and extensions of any of the
foregoing.

         "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the Federal Funds Rate and (b) with respect to any
amount denominated in an Alternative Currency, the rate of interest per annum at
which overnight deposits in the applicable Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day by a branch or Affiliate of Bank of
America located in the applicable interbank market for such currency to major
banks in such interbank market.

                                       19

<PAGE>

         "Participant" has the meaning specified in Section 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Acquisition" means any non-hostile acquisition, whether by
purchase, merger or otherwise, of all or substantially all of the assets of, or
more than 50% of the voting Capital Stock of, or a business line or a division
of, any Person; provided that:

                (i)    all Persons, assets, business lines or divisions acquired
         shall be in the type of business permitted to be engaged in by the
         Borrower and its Subsidiaries pursuant to Section 7.09 or such other
         lines of business as may be consented to by Requisite Lenders;

                (ii)   no Default or Event of Default shall then exist or would
         exist after giving effect to such acquisition;

                (iii)  as of the closing of any acquisition, such acquisition
         shall have been approved by the board of directors or equivalent
         governing body of the Person to be acquired or from which such assets,
         business line or division is to be acquired;

                (iv)   not less than 15 Business Days prior to the consummation
         of any acquisition for cash consideration (including assumed
         liabilities, earnout payments and any other deferred payment) in excess
         of $10,000,000, the Borrower shall have delivered to the Administrative
         Agent a written description of the Person, assets, business line or
         division to be acquired and its operations together with a copy of the
         related purchase agreement, which related purchase agreement shall be
         in execution form if available and in the most recent draft form if an
         execution form has not been finalized; provided, however the Borrower
         shall deliver to the Administrative Agent an execution form of related
         purchase agreement as soon as such agreement has been finalized for
         execution by the parties thereto;

                  (v)  the Borrower shall demonstrate to the reasonable
         satisfaction of the Administrative Agent that, after giving effect to
         such acquisition, the Borrower will be in pro forma compliance with all
         of the terms and provisions of the financial covenants set forth in
         Section 7.13;

                  (vi) if such acquisition is structured as a merger, the
         Borrower (or if such merger is with any Subsidiary, then such
         Subsidiary) shall be the surviving Person after giving effect to such
         merger; and

                                       20

<PAGE>

                (vii)  if the total cash consideration (including assumed
         liabilities, earnout payments and any other deferred payment) paid for
         all of the Persons, assets, business lines or divisions acquired
         exceeds $15,000,000, the Required Lenders shall have approved such
         acquisition.

         "Person" means any individual, trustee, corporation, general
partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm,
joint venture, Governmental Authority or other legal entity.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Pro Rata Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments set forth
opposite the name of such Lender on Schedule 2.01, as such share may be adjusted
as contemplated herein.

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

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, as of any date of determination, Lenders
whose Voting Percentages aggregate more than 50%.

         "Responsible Officer" means the chief executive officer, chief
financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

         "Restricted Payment" means (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any capital
stock or other equity interest of the Borrower or any Subsidiary, or any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest and (b) any principal payment made in respect of any
Subordinated Debt.

         "Revaluation Date" means each of the following: (a) each date of a
Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency,
(b) each date of a continuation of a Eurocurrency Rate Loan denominated in an
Alternative Currency pursuant to Section 2.02; (c) each date of issuance of a
Letter of Credit denominated in an Alternative Currency, (d) each date of an
amendment of any such Letter of Credit having the effect of increasing the
amount thereof, and (e) such additional dates as the Administrative Agent or the
Required Lenders shall specify.

                                       21

<PAGE>

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.

         "Same Day Funds" means (a) with respect to disbursements and payments
in Dollars, immediately available funds, and (b) with respect to disbursements
and payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent to be customary in the place of
disbursement or payment for the settlement of international banking transactions
in the relevant Alternative Currency.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Security Trustee" means Bank of America in its capacity as security
trustee under any of the Loan Documents, or any successor security trustee.

         "Shareholders' Equity" means, as of any date of determination for the
Borrower and its Subsidiaries on a consolidated basis, shareholders' equity as
of that date determined in accordance with GAAP.

         "Solvent" means, as to any Person at a particular time, if, at such
time both (a) (i) the then fair saleable value of the property of such Person on
a going concern basis is (A) greater than the total amount of liabilities
(including contingent liabilities) of such Person as they mature in the ordinary
course and (B) not less than the amount that will be required to pay the
probable liabilities on such Person's then existing debts as they become
absolute and matured considering all financing alternatives and potential asset
sales reasonably available to such Person; (ii) such Person's capital is not
unreasonably small in relation to its business or any contemplated or undertaken
transaction; and (iii) such Person does not intend to incur, or believe (nor
should it reasonably believe) that it will incur, debts beyond its ability to
pay such debts as they become due; and (b) such Person is "solvent" within the
meaning given that term and similar terms under applicable laws relating to
fraudulent transfers and conveyances. For purposes of this definition, the
amount of any contingent liability at any time shall be computed as the amount
that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability in the ordinary course.

         "Special Notice Currency" means at any time an Alternative Currency,
other than the currency of Japan or of a country that is a member of the
Organization for Economic Cooperation and Development at such time located in
North America or Europe.

         "Spot Rate" for a currency means the rate quoted by Bank of America as
the spot rate for the purchase by Bank of America of such currency with another
currency through its principal foreign exchange trading office at approximately
11:00 a.m., Seattle time, on the date two Business Days prior to the date as of
which the foreign exchange computation is made.

         "Sterling" and "(Pounds)" means the lawful currency of the United
Kingdom.

                                       22

<PAGE>

         "Subordinated Debt" means the Indebtedness of the Borrower evidenced by
the 5.0% Convertible Subordinated Notes issued by the Borrower on March 13, 2000
in the aggregate amount of $250,000,000 due 2007.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

         "Subsidiary Pledge Agreement" means each of (a) the Getty
Communications Pledge Agreement and (b) any other pledge agreement or equivalent
document as the Administrative Agent or the Security Trustee shall deem
appropriate for such purpose pursuant to Section 6.12, and "Subsidiary Pledge
Agreements" means all of them.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include any Lender).

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

                                       23

<PAGE>

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.04.

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.04(a).

         "Swing Line Note" means a promissory note made by the Borrower in favor
of the Swing Line Lender evidencing Swing Line Loans made by such Lender,
substantially in the form of Exhibit C-2.

         "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be substantially in
the form of Exhibit B.

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$10,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "TARGET Day" means any day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer (TARGET) System (or, if such
clearing system ceases to be operative, such other clearing system (if any)
determined by the Administrative Agent to be a suitable replacement) is
operating.

         "Threshold Amount" means $5,000,000.

         "Trust Property" means all the assets, rights, powers, authorities and
discretions at any time subject to or expressed to be subject to the security
from time to time constituted by or arising pursuant to the Loan Documents to
which the Security Trustee is a party pursuant to this Agreement or given under
or pursuant to such Loan Documents including all income and other sums at any
time received or receivable by the Security Trustee in respect thereto.

         "Type" means with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Loan.

         "United States" and "U.S." each means the United States of America.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, determined in accordance
with the assumptions used for funding the Pension Plan pursuant to Section 412
of the Code for the applicable plan year, over the current value of that Pension
Plan's assets.

                                       24

<PAGE>

         "Unreimbursed Amount" has the meaning set forth in Section
2.03(c)(1).

         "Voting Percentage" means, as to any Lender, (a) at any time when the
Aggregate Commitments are in effect, such Lender's Pro Rata Share and (b) at any
time after the termination of the Aggregate Commitments, the percentage (carried
out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount
of such Lender's Committed Loans, plus (B) such Lender's Pro Rata Share of the
Outstanding Amount of L/C Obligations, plus (C) such Lender's Pro Rata Share of
the Outstanding Amount of Swing Line Loans, then comprises of (ii) the
Outstanding Amount of all Loans and L/C Obligations; provided, however, that if
any Lender has failed to fund any portion of the Committed Loans, participations
in L/C Obligations or participations in Swing Line Loans required to be funded
by it hereunder, such Lender's Voting Percentage shall be deemed to be zero, and
the respective Pro Rata Shares and Voting Percentages of the other Lenders shall
be recomputed for purposes of this definition and the definition of "Required
Lenders" without regard to such Lender's Commitment or the outstanding amount of
its Committed Loans, L/C Advances and funded participations in Swing Line Loans,
as the case may be.

         1.02 Other Interpretive Provisions. With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

         (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b) (i)   The words "herein," "hereto," "hereof," and "hereunder" and
words of similar import when used in any Loan Document shall refer to such Loan
Document as a whole and not to any particular provision thereof.

             (ii)  Article, Section, Exhibit and Schedule references are to the
         Loan Document in which such reference appears.

             (iii) The term "including" is by way of example and not limitation.

             (iv)  The term "documents" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced, whether in physical
         or electronic form.

         (c) In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words "to"
and "until" each mean "to but excluding;" and the word "through" means "to and
including."

         (d) Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         1.03 Accounting Terms. (a) All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.

                                       25

<PAGE>

         (b) If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         1.04 Rounding. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05 References to Agreements and Laws. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

         1.06 Letter of Credit Amounts. Unless otherwise specified, all
references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
Letter of Credit Application therefor, whether or not such maximum face amount
is in effect at such time.

         1.07 Exchange Rates; Currency Equivalents.

         (a) The Administrative Agent shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and Outstanding Amounts denominated in Alternative Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies
until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by Loan Parties hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency for purposes of the Loan Documents shall be such Dollar
Equivalent amount as so determined by the Administrative Agent, which
determination shall be conclusive in the absence of manifest error.

                                       26

<PAGE>

         (b) Wherever in this Agreement in connection with a Borrowing,
conversion, continuation or prepayment of a Loan or the issuance of a Letter of
Credit, an amount, such as a required minimum or multiple amount, is expressed
in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an
Alternative Currency, such amount shall be the relevant Alternative Currency
Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such
Alternative Currency), as determined by the Administrative Agent, which
determination shall be conclusive in the absence of manifest error.

         1.08 Additional Alternative Currencies. The Borrower may from time to
time request that Committed Loans be made in a currency other than those
specifically listed in the definition of "Alternative Currency;" provided that
such requested currency otherwise meets the requirements set forth in such
definition. Any such request shall be made to the Administrative Agent (which
shall promptly notify each Lender thereof) not later than 11:00 a.m., Seattle
time, 15 Business Days prior to the date of the desired Credit Extension. Each
Lender shall notify the Administrative Agent, not later than 11:00 a.m., Seattle
time, ten Business Days after receipt of such request whether it consents, in
its sole discretion, to making Committed Loans in such requested currency. Any
failure by a Lender to respond to such request within the time period specified
in the preceding sentence shall be deemed to be a refusal by such Lender to make
Committed Loans in such requested currency. If all the Lenders consent to making
Committed Loans in such requested currency, the Administrative Agent shall so
notify the Borrower and such currency shall thereupon be deemed for all purposes
to be an Alternative Currency hereunder.

         1.09 Exchange Rates; Currency Equivalents.

         (a) Each obligation of the Borrower to make a payment denominated in
the national currency unit of any member state of the European Union that adopts
the Euro as its lawful currency after the date hereof shall be redenominated
into Euro at the time of such adoption (in accordance with the EMU Legislation).
If, in relation to the currency of any such member state, the basis of accrual
of interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided that if
any Borrowing in the currency of such member state is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.

         (b) Each provision of this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

                                       27

<PAGE>

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 Committed Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the Borrower in Dollars or in one or more Alternative Currencies from
time to time on any Business Day during the period from the Closing Date to the
Maturity Date, in an aggregate amount not to exceed at any time outstanding the
amount of such Lender's Commitment; provided, however, that after giving effect
to any Committed Borrowing, the Dollar Equivalent of (i) the aggregate
Outstanding Amount of all Loans and L/C Obligations shall not exceed the
Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed
Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount
of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding
Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and
(iii) the aggregate Outstanding Amount of all Loans and L/C Obligations
denominated in Alternative Currencies shall not exceed the Alternative Currency
Sublimit. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed
Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided
herein.

         2.02 Borrowings, Conversions and Continuations of Committed Loans.

         (a) Each Committed Borrowing, each conversion of Committed Loans from
one Type to the other, and each continuation of Committed Loans as the same Type
shall be made upon the Borrower's irrevocable notice to the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m., Seattle time, (i) three Business
Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurocurrency Rate Committed Loans denominated in Dollars or of
any conversion of Eurocurrency Rate Committed Loans denominated in Dollars to
Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the
case of a Special Notice Currency) prior to the requested date of any Borrowing
or continuation of Eurocurrency Rate Committed Loans denominated in Alternative
Currencies, and (iii) on the requested date of any Borrowing of Base Rate
Committed Loans. Each such telephonic notice must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower.
Each Committed Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans in Dollars shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Each Committed Borrowing of,
conversion to or continuation of Eurocurrency Rate Committed Loans in
Alternative Currencies shall be in a minimum principal Dollar Equivalent amount
of or approximating $5,000,000. Each Committed Borrowing of or conversion to
Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting a
Committed Borrowing, a conversion of Committed Loans from one Type to the other,
or a continuation of Committed Loans as the same Type, (ii) the requested date
of the Borrowing, conversion or continuation, as the case may be (which shall be
a Business Day), (iii) the principal amount of Committed Loans to be borrowed,
converted or continued, (iv) the Type of Committed Loans to be borrowed or to
which existing Committed Loans are to be converted, (v) if applicable, the
duration of the Interest Period with respect thereto, and (vi) the currency of
the Committed Loans to be borrowed; provided, however, that if as of the date of
any Committed Loan Notice requesting a Committed Borrowing, there are L/C
Borrowings outstanding, the Borrower shall be deemed to have requested that a
portion of the requested Committed Loans in a principal amount equal to the

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outstanding principal amount of such L/C Borrowings be denominated in Dollars.
If the Borrower fails to specify a currency in a Committed Loan Notice
requesting a Borrowing, then the Committed Loans so requested shall be made in
Dollars. If the Borrower fails to specify a Type of Committed Loan in a
Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made or continued as, or converted to, Base Rate Loans; provided,
however, that in the case of a failure to timely request a continuation of
Committed Loans denominated in an Alternative Currency, such Loans shall be
continued as Eurocurrency Rate Loans in their original currency with an Interest
Period of one month. Any automatic conversion to Base Rate Loans and any
continuation of Eurocurrency Rate Loans provided for in the preceding sentence
shall be effective as of the last day of the Interest Period then in effect with
respect to the applicable Eurocurrency Rate Committed Loans. If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Committed Loans in any such Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month. No Committed Loan may be converted into or continued as a Committed Loan
denominated in a different currency, but instead must be prepaid in the original
currency of such Loan and reborrowed in the other currency.

         (b) Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Pro Rata Share of
the applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans or
continuation of Committed Loans denominated in a currency other than Dollars, in
each case as described in subsection (a) above. In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to
the Administrative Agent in Same Day Funds at the Administrative Agent's Office
for the applicable currency not later than 1:00 p.m., Seattle time, in the case
of any Committed Loan denominated in Dollars, and not later than the Applicable
Time specified by the Administrative Agent in the case of any Committed Loan in
an Alternative Currency, in each case on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent by crediting the account of the Borrower on the books of
Bank of America with the amount of such funds; provided, however, that if, on
the date of the Committed Borrowing in Dollars there are Swing Line Loans or L/C
Borrowings outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings, second, to the payment
in full of any such Swing Line Loans, and third, to the Borrower as provided
above.

         (c) Except as otherwise provided herein, a Eurocurrency Rate Committed
Loan may be continued or converted only on the last day of the Interest Period
for such Eurocurrency Rate Committed Loan. During the existence of a Default or
Event of Default, no Committed Loans may be requested as, converted to or
continued as Eurocurrency Rate Committed Loans without the consent of the
Required Lenders, and the Required Lenders may demand that (i) any or all of the
then outstanding Eurocurrency Rate Committed Loans denominated in Dollars be
converted immediately to Base Rate Committed Loans and (ii) any or all of the
then outstanding Eurocurrency Rate Committed Loans denominated in an Alternative
Currency be prepaid on the last day of the then current Interest Period with
respect thereto.

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<PAGE>

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurocurrency Rate Committed Loan
upon determination of such interest rate. The determination of the Eurocurrency
Rate by the Administrative Agent shall be conclusive in the absence of manifest
error. The Administrative Agent shall notify the Borrower and the Lenders of any
change in Bank of America's prime rate used in determining the Base Rate
promptly following the public announcement of such change if any Base Rate Loans
are then outstanding.

         (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than ten Interest Periods in
effect with respect to Committed Loans.

         2.03 Letters of Credit.

         (a)  The Letter of Credit Commitment.

              (i)  Subject to the terms and conditions set forth herein, (A) the
         L/C Issuer agrees, in reliance upon the agreements of the other Lenders
         set forth in this Section 2.03, (1) from time to time on any Business
         Day during the period from the Closing Date until the Letter of Credit
         Expiration Date, to issue Letters of Credit denominated in Dollars or
         in one or more Alternative Currencies for the account of the Borrower,
         and to amend or renew Letters of Credit previously issued by it, in
         accordance with subsection (b) below, and (2) to honor drafts under the
         Letters of Credit; and (B) the Lenders severally agree to participate
         in Letters of Credit issued for the account of the Borrower; provided
         that the L/C Issuer shall not be obligated to make any L/C Credit
         Extension with respect to any Letter of Credit, and no Lender shall be
         obligated to participate in, any Letter of Credit if as of the date of
         such L/C Credit Extension, the Dollar Equivalent of (w) the Outstanding
         Amount of all L/C Obligations and all Loans would exceed the Aggregate
         Commitments, (x) the aggregate Outstanding Amount of the Committed
         Loans of any Lender, plus such Lender's Pro Rata Share of the
         Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata
         Share of the Outstanding Amount of all Swing Line Loans would exceed
         such Lender's Commitment, (y) the Outstanding Amount of the L/C
         Obligations would exceed the Letter of Credit Sublimit, or (z) the
         aggregate Outstanding Amount of all L/C Obligations and all Loans
         denominated in Alternative Currencies would exceed the Alternative
         Currency Sublimit. Within the foregoing limits, and subject to the
         terms and conditions hereof, the Borrower's ability to obtain Letters
         of Credit shall be fully revolving, and accordingly the Borrower may,
         during the foregoing period, obtain Letters of Credit to replace
         Letters of Credit that have expired or that have been drawn upon and
         reimbursed. All Existing Letters of Credit shall be deemed to have been
         issued pursuant hereto, and from and after the Closing Date shall be
         subject to and governed by the terms and conditions hereof.

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<PAGE>

          (ii)  The L/C Issuer shall be under no obligation to issue any Letter
     of Credit if:

                (A) any order, judgment or decree of any Governmental Authority
          or arbitrator shall by its terms purport to enjoin or restrain the L/C
          Issuer from issuing such Letter of Credit;

                (B) any Law applicable to the L/C Issuer or any request or
          directive (whether or not having the force of law) from any
          Governmental Authority with jurisdiction over the L/C Issuer shall (1)
          prohibit, or request that the L/C Issuer refrain from, the issuance of
          letters of credit generally or such Letter of Credit in particular,
          (2) impose upon the L/C Issuer with respect to such Letter of Credit
          any restriction, reserve or capital requirement (for which the L/C
          Issuer is not otherwise compensated hereunder) not in effect on the
          Closing Date, or (3) impose upon the L/C Issuer any unreimbursed loss,
          cost or expense which was not applicable on the Closing Date and which
          the L/C Issuer in good faith deems material to it, unless, in the case
          of clauses (1) and (2), the Borrower shall agree to compensate the L/C
          Issuer for and hold the L/C Issuer harmless from any loss, cost or
          expense incurred by it as a result of such Law or request or directive
          from such Governmental Authority pursuant to the terms of such
          documents as the Administrative Agent shall deem appropriate for such
          purpose;

                (C) subject to Section 2.03(b)(iii), the expiry date of such
          requested Letter of Credit would occur more than twelve months after
          the date of issuance or last renewal, unless the Required Lenders
          have approved such expiry date;

                (D) the expiry date of such requested Letter of Credit would
          occur after the Letter of Credit Expiration Date, unless all the
          Lenders have approved such expiry date; or

                (E) such Letter of Credit is in a face amount less than the
          Dollar Equivalent of $25,000.

          (iii) The L/C Issuer shall be under no obligation to amend any Letter
     of Credit if (A) the L/C Issuer would have no obligation at such time to
     issue such Letter of Credit in its amended form under the terms hereof, or
     (B) the beneficiary of such Letter of Credit does not accept the proposed
     amendment to such Letter of Credit.

          (iv)  The L/C Issuer shall be under no obligation to issue or amend
     any Letter of Credit if the L/C Issuer has received written notice from any
     Lender, the Administrative Agent or any Loan Party, on or prior to the
     Business Day prior to the requested date of issuance or amendment of such
     Letter of Credit, that one or more applicable conditions contained in
     Article IV shall not then be satisfied.

     (b)  Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.

          (i)   Each Letter of Credit shall be issued or amended, as the case
     may be, upon the request of the Borrower delivered to the L/C Issuer (with
     a copy to the Administrative Agent) in the form of a Letter of Credit
     Application, appropriately completed and signed by a Responsible Officer of
     the Borrower. Such L/C Application must be received by the

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<PAGE>

     L/C Issuer and the Administrative Agent not later than 11:00 a.m., Seattle
     time, at least two Business Days (or such later date and time as the L/C
     Issuer may agree in a particular instance in its sole discretion) prior to
     the proposed issuance date or date of amendment, as the case may be. In the
     case of a request for an initial issuance of a Letter of Credit, such
     Letter of Credit Application shall specify in form and detail satisfactory
     to the L/C Issuer: (A) the proposed issuance date of the requested Letter
     of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
     expiry date thereof; (D) the name and address of the beneficiary thereof;
     (E) the documents to be presented by such beneficiary in case of any
     drawing thereunder; (F) the full text of any certificate to be presented by
     such beneficiary in case of any drawing thereunder; and (G) such other
     matters as the L/C Issuer may require. In the case of a request for an
     amendment of any outstanding Letter of Credit, such Letter of Credit
     Application shall specify in form and detail satisfactory to the L/C Issuer
     (A) the Letter of Credit to be amended; (B) the proposed date of amendment
     thereof (which shall be a Business Day); (C) the nature of the proposed
     amendment; and (D) such other matters as the L/C Issuer may require.

          (ii)  Promptly after receipt of any Letter of Credit Application, the
     L/C Issuer will confirm with the Administrative Agent (by telephone or in
     writing) that the Administrative Agent has received a copy of such Letter
     of Credit Application from the Borrower and, if not, the L/C Issuer will
     provide the Administrative Agent with a copy thereof. Upon receipt by the
     L/C Issuer of confirmation from the Administrative Agent that the requested
     issuance or amendment is permitted in accordance with the terms hereof,
     then, subject to the terms and conditions hereof, the L/C Issuer shall, on
     the requested date, issue a Letter of Credit for the account of the
     Borrower or enter into the applicable amendment, as the case may be, in
     each case in accordance with the L/C Issuer's usual and customary business
     practices. Immediately upon the issuance of each Letter of Credit, each
     Lender shall be deemed to, and hereby irrevocably and unconditionally
     agrees to, purchase from the L/C Issuer a risk participation in such Letter
     of Credit in an amount equal to the product of such Lender's Pro Rata Share
     times the amount of such Letter of Credit.

          (iii) If the Borrower so requests in any applicable Letter of Credit
     Application, the L/C Issuer may, in its sole and absolute discretion, agree
     to issue a Letter of Credit that has automatic renewal provisions (each, an
     "Auto-Renewal Letter of Credit"); provided that any such Auto-Renewal
     Letter of Credit must permit the L/C Issuer to prevent any such renewal at
     least once in each twelve-month period (commencing with the date of
     issuance of such Letter of Credit) by giving prior notice to the
     beneficiary thereof not later than a day (the "Nonrenewal Notice Date") in
     each such twelve-month period to be agreed upon at the time such Letter of
     Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower
     shall not be required to make a specific request to the L/C Issuer for any
     such renewal. Once an Auto-Renewal Letter of Credit has been issued, the
     Lenders shall be deemed to have authorized (but may not require) the L/C
     Issuer to permit the renewal of such Letter of Credit at any time to an
     expiry date not later than the Letter of Credit Expiration Date; provided,
     however, that the L/C Issuer shall not permit any such renewal if (A) the
     L/C Issuer has determined that it would have no obligation at such time to
     issue such Letter of Credit in its renewed form under the terms hereof, or
     (B) it has received notice (which may be by telephone or in writing) on or

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<PAGE>

     before the day that is two Business Days before the Nonrenewal Notice Date
     (1) from the Administrative Agent that the Required Lenders have elected
     not to permit such renewal or (2) from the Administrative Agent, any Lender
     or the Borrower that one or more of the applicable conditions specified in
     Section 4.02 is not then satisfied.

          (iv) Promptly after its delivery of any Letter of Credit or any
     amendment to a Letter of Credit to an advising bank with respect thereto or
     to the beneficiary thereof, the L/C Issuer will also deliver to the
     Borrower and the Administrative Agent a true and complete copy of such
     Letter of Credit or amendment.

     (c)  Drawings and Reimbursements; Funding of Participations.

          (i)  Upon receipt from the beneficiary of any Letter of Credit of any
     notice of a drawing under such Letter of Credit, the L/C Issuer shall
     notify the Borrower and the Administrative Agent thereof. Not later than
     11:00 a.m., Seattle time, on the date of any payment by the L/C Issuer
     under a Letter of Credit (each such date, an "Honor Date"), the Borrower
     shall reimburse the L/C Issuer through the Administrative Agent in an
     amount equal to the amount of such drawing and in the applicable currency.
     If the Borrower fails to so reimburse the L/C Issuer by such time, the
     Administrative Agent shall promptly notify each Lender of the Honor Date,
     the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and
     such Lender's Pro Rata Share thereof. In the case of any Letter of Credit
     denominated in an Alternative Currency, the Unreimbursed Amount shall be
     redenominated into Dollars and equal the Dollar Equivalent Amount thereof,
     and the Administrative Agent shall so notify the Lenders in the notice
     described in the preceding sentence. In such event, the Borrower shall be
     deemed to have requested a Committed Borrowing of Base Rate Loans to be
     disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
     without regard to the minimum and multiples specified in Section 2.02 for
     the principal amount of Base Rate Loans, but subject to the amount of the
     unutilized portion of the Aggregate Commitments and the conditions set
     forth in Section 4.02 (other than the delivery of a Committed Loan Notice).
     Any notice given by the L/C Issuer or the Administrative Agent pursuant to
     this Section 2.03(c)(i) may be given by telephone if immediately
     confirmed in writing; provided that the lack of such an immediate
     confirmation shall not affect the conclusiveness or binding effect of such
     notice.

          (ii) Each Lender (including the Lender acting as L/C Issuer) shall
     upon any notice pursuant to Section 2.03(c)(i) make funds available to the
     Administrative Agent for the account of the L/C Issuer at the
     Administrative Agent's Office for Dollar-denominated payments in an amount
     equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00
     p.m., Seattle time, on the Business Day specified in such notice by the
     Administrative Agent, whereupon, subject to the provisions of Section
     2.03(c)(iii), each Lender that so makes funds available shall be deemed to
     have made a Base Rate Committed Loan to the Borrower in such amount. The
     Administrative Agent shall remit the funds so received to the L/C Issuer.

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<PAGE>

          (iii) With respect to any Unreimbursed Amount that is not fully
     refinanced by a Committed Borrowing of Base Rate Loans because the
     conditions set forth in Section 4.02 cannot be satisfied or for any other
     reason, the Borrower shall be deemed to have incurred from the L/C Issuer
     an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
     refinanced, which L/C Borrowing shall be due and payable on demand
     (together with interest) and shall bear interest at the Default Rate. In
     such event, each Lender's payment to the Administrative Agent for the
     account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
     payment in respect of its participation in such L/C Borrowing and shall
     constitute an L/C Advance from such Lender in satisfaction of its
     participation obligation under this Section 2.03(c).

          (iv)  Until each Lender funds its Committed Loan or L/C Advance
     pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount
     drawn under any Letter of Credit, interest in respect of such Lender's Pro
     Rata Share of such amount shall be solely for the account of the L/C
     Issuer.

          (v)   Each Lender's obligation to make Committed Loans or L/C Advances
     to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
     contemplated by this Section 2.03(c), shall be absolute and unconditional
     and shall not be affected by any circumstance, including (A) any set-off,
     counterclaim, recoupment, defense or other right which such Lender may have
     against the L/C Issuer, the Borrower or any other Person for any reason
     whatsoever; (B) the occurrence or continuance of a Default or Event of
     Default, or (C) any other occurrence, event or condition, whether or not
     similar to any of the foregoing; provided, however, that each Lender's
     obligation to make Committed Loans pursuant to this Section 2.03(c) is
     subject to the conditions set forth in Section 4.02. Any such reimbursement
     shall not relieve or otherwise impair the obligation of the Borrower to
     reimburse the L/C Issuer for the amount of any payment made by the L/C
     Issuer under any Letter of Credit, together with interest as provided
     herein.

          (vi)  If any Lender fails to make available to the Administrative
     Agent for the account of the L/C Issuer any amount required to be paid by
     such Lender pursuant to the foregoing provisions of this Section 2.03(c) by
     the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled
     to recover from such Lender (acting through the Administrative Agent), on
     demand, such amount with interest thereon for the period from the date such
     payment is required to the date on which such payment is immediately
     available to the L/C Issuer at a rate per annum equal to the Federal Funds
     Rate from time to time in effect. A certificate of the L/C Issuer submitted
     to any Lender (through the Administrative Agent) with respect to any
     amounts owing under this clause (vi) shall be conclusive absent manifest
     error.

          (d)   Repayment of Participations.

          (i)   At any time after the L/C Issuer has made a payment under any
     Letter of Credit and has received from any Lender such Lender's Loan or L/C
     Advance in respect of such payment in accordance with Section 2.03(c), if
     the Administrative Agent receives for the account of the L/C Issuer any
     payment related to such Letter of Credit (whether directly from the
     Borrower or otherwise, including proceeds of Cash Collateral applied
     thereto by the Administrative Agent), or any payment of interest thereon,
     the Administrative Agent will distribute to such Lender its Pro Rata Share
     thereof in the same funds as those received by the Administrative Agent.

                                       34

<PAGE>

          (ii)  If any payment received by the Administrative Agent for the
     account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
     returned, each Lender shall pay to the Administrative Agent for the account
     of the L/C Issuer its Pro Rata Share thereof on demand of the
     Administrative Agent, plus interest thereon from the date of such demand to
     the date such amount is returned by such Lender, at a rate per annum equal
     to the Federal Funds Rate from time to time in effect.

     (e)  Obligations Absolute. The obligation of the Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit, and to repay each L/C
Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Committed Loans, shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement under
all circumstances, including the following:

          (i)   any lack of validity or enforceability of such Letter of Credit,
     this Agreement, or any other agreement or instrument relating thereto;

          (ii)  the existence of any claim, counterclaim, set-off, defense or
     other right that the Borrower may have at any time against any beneficiary
     or any transferee of such Letter of Credit (or any Person for whom any such
     beneficiary or any such transferee may be acting), the L/C Issuer or any
     other Person, whether in connection with this Agreement, the transactions
     contemplated hereby or by such Letter of Credit or any agreement or
     instrument relating thereto, or any unrelated transaction;

          (iii) any draft, demand, certificate or other document presented under
     such Letter of Credit proving to be forged, fraudulent, invalid or
     insufficient in any respect or any statement therein being untrue or
     inaccurate in any respect; or any loss or delay in the transmission or
     otherwise of any document required in order to make a drawing under such
     Letter of Credit;

          (iv)  any payment by the L/C Issuer under such Letter of Credit
     against presentation of a draft or certificate that does not strictly
     comply with the terms of such Letter of Credit; or any payment made by the
     L/C Issuer under such Letter of Credit to any Person purporting to be a
     trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
     creditors, liquidator, receiver or other representative of or successor to
     any beneficiary or any transferee of such Letter of Credit, including any
     arising in connection with any proceeding under any Debtor Relief Law; or

          (v)   any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing, including any other circumstance that
     might otherwise constitute a defense available to, or a discharge of, the
     Borrower.

     The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

                                       35

<PAGE>

     (f)  Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(c); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the L/C Issuer's willful misconduct or gross
negligence or the L/C Issuer's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

     (g)  Cash Collateral. Upon the request of the Administrative Agent, (i) if
the L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any Letter of Credit may for any reason
remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to the Dollar Equivalent of such Outstanding
Amount determined as of the date of such L/C Borrowing or the Letter of Credit
Expiration Date, as the case may be). The Administrative Agent may, at any time
and from time to time after the initial deposit of Cash Collateral, request that
additional Cash Collateral be provided in order to protect against the results
of exchange rate fluctuations.

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<PAGE>

     (h)  Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), (i) the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

     (i)  Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share (i) a
Letter of Credit fee for each commercial Letter of Credit equal to 1/8 of 1% per
annum times the Dollar Equivalent of the actual daily maximum amount under each
such Letter of Credit, and (ii) a Letter of Credit fee for each standby Letter
of Credit equal to (A) in the case of standby Letters of Credit other than
Existing Letters of Credit, the Applicable Rate times the Dollar Equivalent of
the actual daily maximum amount under each such Letter of Credit and (B) in the
case of Existing Letters of Credit, 1/2 of 1% per annum times the Dollar
Equivalent of the actual daily maximum amount under each such Letter of Credit.
Such fee for each Letter of Credit shall be due and payable in arrears on the
Business Day immediately following the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, and on the Letter of Credit Expiration Date.
If there is any change in the Applicable Rate during any quarter, the actual
daily amount of each standby Letter of Credit shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

     (j)  Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee in an amount (i) with respect to each commercial Letter of Credit,
equal to 1/8 of 1% of the Dollar Equivalent amount of such Letter of Credit, due
and payable upon the issuance thereof, and (ii) with respect to each standby
Letter of Credit, equal to 1/8 of 1% per annum on the Dollar Equivalent of the
daily maximum amount thereunder, due and payable quarterly in arrears on the
Business Day immediately following the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, and on the Letter of Credit Expiration Date.
In addition, the Borrower shall pay directly to the L/C Issuer for its own
account the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect. Such fees and charges are due
and payable on demand and are nonrefundable.

     (k)  Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

     2.04 Swing Line Loans.

     (a)  The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees to make loans in Dollars (each such loan, a "Swing
Line Loan") to the Borrower from time to time on any Business Day during the
period from the Closing Date to the

                                       37

<PAGE>

Maturity Date in an aggregate amount not to exceed at any time outstanding the
amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Dollar Equivalent of the Outstanding Amount of
Committed Loans of the Swing Line Lender in its capacity as a Lender of
Committed Loans, may exceed the amount of such Lender's Commitment; provided,
however, that after giving effect to any Swing Line Loan, the Dollar Equivalent
of (i) the aggregate Outstanding Amount of all Loans and L/C Obligations shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Commitment. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.04, prepay under
Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall
be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line Loan
in an amount equal to the product of such Lender's Pro Rata Share times the
amount of such Swing Line Loan.

     (b)  Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m.,
Seattle, time, on the requested borrowing date, and shall specify (i) the amount
to be borrowed, which shall be a minimum of $500,000, and (ii) the requested
borrowing date, which shall be a Business Day. Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m., Seattle time,
on the date of the proposed Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth
in the proviso to the first sentence of Section 2.04(a), or (B) that one or more
of the applicable conditions specified in Article IV is not then satisfied,
then, subject to the terms and conditions hereof, the Swing Line Lender will,
not later than 3:00 p.m., Seattle time, on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
Borrower at its office by crediting the account of the Borrower on the books of
the Swing Line Lender in immediately available funds.

     (c)  Refinancing of Swing Line Loans.

          (i) The Swing Line Lender at any time in its sole and absolute
     discretion may request, on behalf of the Borrower (which hereby irrevocably
     authorizes the Swing Line Lender to so request on its behalf), that each
     Lender make a Committed Base Rate Loan in an amount equal to such Lender's
     Pro Rata Share of the amount of Swing Line Loans then outstanding. Such
     request shall be made in accordance with the requirements of

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<PAGE>

     Section 2.02, without regard to the minimum and multiples specified therein
     for the principal amount of Base Rate Loans, but subject to the unutilized
     portion of the Aggregate Commitments and the conditions set forth in
     Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy
     of the applicable Committed Loan Notice promptly after delivering such
     notice to the Administrative Agent. Each Lender shall make an amount equal
     to its Pro Rata Share of the amount specified in such Committed Loan Notice
     available to the Administrative Agent in immediately available funds for
     the account of the Swing Line Lender at the Administrative Agent's Office
     not later than 1:00 p.m., Seattle time, on the day specified in such
     Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
     Lender that so makes funds available shall be deemed to have made a Base
     Rate Committed Loan to the Borrower in such amount. The Administrative
     Agent shall remit the funds so received to the Swing Line Lender.

          (ii)  If for any reason any Committed Borrowing cannot be requested in
     accordance with Section 2.04(c)(i) or any Swing Line Loan cannot be
     refinanced by such a Committed Borrowing, the Committed Loan Notice
     submitted by the Swing Line Lender shall be deemed to be a request by the
     Swing Line Lender that each of the Lenders fund its risk participation in
     the relevant Swing Line Loan and each Lender's payment to the
     Administrative Agent for the account of the Swing Line Lender pursuant to
     Section 2.04(c)(i) shall be deemed payment in respect of such
     participation.

          (iii) If any Lender fails to make available to the Administrative
     Agent for the account of the Swing Line Lender any amount required to be
     paid by such Lender pursuant to the foregoing provisions of this Section
     2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line
     Lender shall be entitled to recover from such Lender (acting through the
     Administrative Agent), on demand, such amount with interest thereon for the
     period from the date such payment is required to the date on which such
     payment is immediately available to the Swing Line Lender at a rate per
     annum equal to the Federal Funds Rate from time to time in effect. A
     certificate of the Swing Line Lender submitted to any Lender (through the
     Administrative Agent) with respect to any amounts owing under this clause
     (iii) shall be conclusive absent manifest error.

          (iv)  Each Lender's obligation to make Committed Loans or to purchase
     and fund risk participations in Swing Line Loans pursuant to this Section
     2.04(c) shall be absolute and unconditional and shall not be affected by
     any circumstance, including (A) any set-off, counterclaim, recoupment,
     defense or other right which such Lender may have against the Swing Line
     Lender, the Borrower or any other Person for any reason whatsoever, (B) the
     occurrence or continuance of a Default or Event of Default, or (C) any
     other occurrence, event or condition, whether or not similar to any of the
     foregoing; provided, however, that each Lender's obligation to make
     Committed Loans pursuant to this Section 2.04(c) is subject to the
     conditions set forth in Section 4.02. Any such purchase of participations
     shall not relieve or otherwise impair the obligation of the Borrower to
     repay Swing Line Loans, together with interest as provided herein.

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<PAGE>

     (d)  Repayment of Participations.

          (i)  At any time after any Lender has purchased and funded a
     participation in a Swing Line Loan, if the Swing Line Lender receives any
     payment on account of such Swing Line Loan, the Swing Line Lender will
     distribute to such Lender its Pro Rata Share of such payment (appropriately
     adjusted, in the case of interest payments, to reflect the period of time
     during which such Lender's participation was outstanding and funded) in the
     same funds as those received by the Swing Line Lender.

          (ii) If any payment received by the Swing Line Lender in respect of
     principal or interest on any Swing Line Loan is required to be returned by
     the Swing Line Lender, each Lender shall pay to the Swing Line Lender its
     Pro Rata Share thereof on demand of the Administrative Agent, plus interest
     thereon from the date of such demand to the date such amount is returned,
     at a rate per annum equal to the Federal Funds Rate. The Administrative
     Agent will make such demand upon the request of the Swing Line Lender.

     (e)  Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrower for interest on the Swing Line Loans.
Until each Lender funds its Committed Base Rate Loan or participation pursuant
to this Section 2.04 to refinance such Lender's Pro Rata Share of any Swing Line
Loan, interest in respect of such Pro Rata Share shall be solely for the account
of the Swing Line Lender.

     (f)  Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

     2.05 Prepayments.

     (a)  The Borrower may, upon notice from the Borrower to the Administrative
Agent, at any time or from time to time voluntarily prepay Committed Loans in
whole or in part without premium or penalty; provided that (i) such notice must
be received by the Administrative Agent not later than 11:00 a.m., Seattle time,
(A) three Business Days prior to any date of prepayment of Eurocurrency Rate
Committed Loans denominated in Dollars and four Business Days (or five, in the
case of prepayment of Loans denominated in Special Notice Currencies) prior to
any date of prepayment of Eurocurrency Rate Committed Loans denominated in
Alternative Currencies, and (B) on the date of prepayment of Base Rate Committed
Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars
shall be whole multiples of $1,000,000 (iii) any prepayment of Eurocurrency Rate
Committed Loans in Alternative Currencies shall be in a minimum Dollar
Equivalent principal amount of or approximating $5,000,000; and (iv) any
prepayment of Base Rate Committed Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid. The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of such Lender's Pro Rata
Share of such prepayment. If such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a
Eurocurrency Rate Loan shall be accompanied by

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<PAGE>

all accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Committed
Loans of the Lenders in accordance with their respective Pro Rata Shares.

         (b)   The Borrower may, upon notice to the Swing Line Lender (with a
copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m., Seattle time, on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount
of $100,000. Each such notice shall specify the date and amount of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.

         (c)   (i) If the Administrative Agent notifies the Borrower at any time
         that the Dollar Equivalent of the Outstanding Amount of all Loans and
         L/C Obligations at such time exceeds an amount equal to 100% of the
         Aggregate Commitments then in effect, the Borrower shall, within two
         Business Days after receipt of such notice, prepay Loans and/or Cash
         Collateralize the L/C Obligations in an aggregate amount sufficient to
         reduce the Dollar Equivalent of such Outstanding Amount as of such date
         of payment to an amount not to exceed 100% of the Aggregate Commitments
         then in effect. The Administrative Agent may, at any time and from time
         to time after the initial deposit of such Cash Collateral, request that
         additional Cash Collateral be provided in order to protect against the
         results of further exchange rate fluctuations.

         (ii)  If the Administrative Agent notifies the Borrower at any time
         that the Dollar Equivalent of the Outstanding Amount of all Loans and
         L/C Obligations denominated in Alternative Currencies at such time
         exceeds an amount equal to 100% of the Alternative Currency Sublimit
         then in effect, the Borrower shall, within two Business Days after
         receipt of such notice, prepay Loans and/or Cash Collateralize the L/C
         Obligations in an aggregate amount sufficient to reduce the Dollar
         Equivalent of such Outstanding Amount as of such date of payment to an
         amount not to exceed 100% of the Alternative Currency Sublimit then in
         effect. The Administrative Agent may, at any time and from time to time
         after the initial deposit of such Cash Collateral, request that
         additional Cash Collateral be provided in order to protect against the
         results of further exchange rate fluctuations.

         2.06  Mandatory Prepayment of Loans.

         (a)   If the Borrower or any Subsidiary shall at any time or from time
to time make or agree to make a Disposition (other than Dispositions expressly
permitted under Sections 7.05(a) or 7.05(b)), or shall suffer an Event of Loss,
then (i) the Borrower shall promptly notify the Administrative Agent of such
proposed Disposition or Event of Loss (including the amount of the estimated Net
Proceeds to be received by the Borrower or such Subsidiary in respect thereof)
and (ii) promptly upon, and in no event later than 10 days after, receipt by the
Borrower or the Subsidiary of the Net Proceeds of such Disposition or Event of
Loss, the Borrower shall prepay Loans in an aggregate amount equal to the amount
of such Net Proceeds.

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<PAGE>

         (b)  Any prepayments pursuant to this Section 2.06 shall be applied (i)
first, to the payment in full of Swing Line Loans then outstanding, (ii) second,
to the payment in full of Base Rate Committed Loans then outstanding, (iii)
third, to the payment in full of Eurocurrency Rate Committed Loans then
outstanding in direct order of Interest Period maturities, (iv) fourth to Cash
Collateralize the L/C Obligations and (v) fifth, to the Borrower; provided,
however, that if the amount of Base Rate Loans then outstanding is not
sufficient to satisfy the entire prepayment requirement, the Borrower may, at
its option, place any amounts which it would otherwise be required to use to
prepay Eurocurrency Rate Committed Loans on a day other than the last day of the
Interest Period therefor in a blocked, interest bearing Deposit Accounts at Bank
of America subject to a Lien in favor of the Administrative Agent on behalf of
the Lenders until the end of such Interest Period at which time such Cash
collateral will be applied to prepay such Eurocurrency Rate Committed Loans. The
Borrower shall pay, together with each prepayment under this Section 2.06,
accrued interest on the amount prepaid and any amounts required pursuant to
Section 3.05.

         2.07 Reduction or Termination of Commitments. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or
permanently reduce the Aggregate Commitments to an amount not less than the then
Outstanding Amount of all Loans and L/C Obligations; provided that (i) any such
notice shall be received by the Administrative Agent not later than 11:00 a.m.,
Seattle time, five Business Days prior to the date of termination or reduction,
and (ii) any such partial reduction shall be in an aggregate amount of
$5,000,000 or any whole multiple of $1,000,000 in excess thereof. The
Administrative Agent shall promptly notify the Lenders of any such notice of
reduction or termination of the Aggregate Commitments. Once reduced in
accordance with this Section 2.07, the Aggregate Commitments may not be
increased. Any reduction of the Aggregate Commitments shall be applied to the
Commitment of each Lender according to its Pro Rata Share. All commitment fees
accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination.

         2.08 Repayment of Loans.

         (a)  The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date.

         (b)  The Borrower shall repay to the Swing Line Lender on the Maturity
Date the aggregate principal amount of Swing Line Loans outstanding on such
date.

         2.09 Interest.

         (a)  Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Rate Committed Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii)
each Base Rate Committed Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate.

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<PAGE>

         (b)   While any Event of Default exists or after acceleration, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Law. Accrued and
unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.

         (c)   Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

         2.10  Fees. In addition to certain fees described in subsections (i)
and (j) of Section 2.03:

         (a)   Commitment Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a
commitment fee equal to the Applicable Rate times the Dollar Equivalent of the
actual daily amount by which the Aggregate Commitments exceed the Dollar
Equivalent of the sum of (i) the Outstanding Amount of Committed Loans and (ii)
the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at
all times from the Closing Date until the Maturity Date and shall be due and
payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. The commitment fee shall accrue at all times,
including at any time during which one or more of the conditions in Article IV
is not met.

         (b)   Arrangement and Agency Fees. The Borrower shall pay an
arrangement fee to the Arranger for the Arranger's own account, and shall pay an
agency fee to the Administrative Agent for the Administrative Agent's own
account, in the amounts and at the times specified in the letter agreement,
dated April 19, 2002 (the "Agent/Arranger Fee Letter"), between the Borrower,
the Arranger and the Administrative Agent. Such fees shall be fully earned when
paid and shall be nonrefundable for any reason whatsoever

         (c)   Lenders' Upfront Fee. On the Closing Date, the Borrower shall pay
to the Administrative Agent, for the account of the Lenders in accordance with
their respective Pro Rata Shares, an upfront fee in an amount set forth in a
separate letter agreement (the "Lender Fee Letter") between the Borrower and the
Arranger. Such upfront fees are for the credit facilities committed by the
Lenders under this Agreement and are fully earned on the date paid. The upfront
fee paid to each Lender is solely for its own account and is nonrefundable for
any reason whatsoever.

         2.11  Computation of Interest and Fees. Interest on Base Rate Loans
shall be calculated on the basis of a year of 365 or 366 days, as the case may
be, and the actual number of days elapsed. Computation of all other types of
interest and all fees shall be calculated on the

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<PAGE>

basis of a year of 360 days and the actual number of days elapsed, which results
in a higher yield to the payee thereof than a method based on a year of 365 or
366 days, or, in the case of interest in respect of Loans denominated in
Alternative Currencies as to which market practice differs from the foregoing,
in accordance with such market practice. Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall bear
interest for one day.

         2.12 Evidence of Debt.

         (a)  The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Loans or L/C Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the
request of any Lender made through the Administrative Agent, such Lender's Loans
may be evidenced by a Committed Loan Note and/or a Swing Line Note, as
applicable, in addition to such accounts or records. Each Lender may attach
schedules to its Note(s) and endorse thereon the date, Type (if applicable),
amount and maturity of the applicable Loans and payments with respect thereto.

         (b)  In addition to the accounts and records referred to in subsection
(a) above, each Lender and the Administrative Agent shall maintain in accordance
with its usual practice accounts or records evidencing the purchases and sales
by such Lender of participations in Letters of Credit and Swing Line Loans. In
the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall
control.

         2.13 Payments Generally.

         (a)  All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrower hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent's Office in Dollars and in Same Day Funds not
later than 12:00 noon, Seattle time, on the date specified herein. Except as
otherwise expressly provided herein, all payments by the Borrower hereunder with
respect to principal and interest on Loans denominated in an Alternative
Currency shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent's Office in such Alternative Currency and in Same Day Funds
not later than the Applicable Time specified by the Administrative Agent on the
dates specified herein. The Administrative Agent will promptly distribute to
each Lender its Pro Rata Share (or other

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<PAGE>

applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender's Lending Office. All payments received by the
Administrative Agent (i) after 12:00 noon, Seattle time, in the case of payments
in Dollars, or (ii) later than the Applicable Time specified by the
Administrative Agent in the case of payments in an Alternative Currency, shall
in each case be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) On each date when the payment of any principal, interest or fees
are due hereunder or under any Note, the Borrower agrees to maintain on deposit
in an ordinary checking account maintained by Borrower with Agent (as such
account shall be designated by the Borrower in a written notice to the
Administrative Agent from time to time, the "Borrower Account") an amount
sufficient to pay such principal, interest or fees in full. The Borrower hereby
authorizes the Administrative Agent (i) to deduct automatically all principal,
interest or fees when due hereunder, or under the Notes form the Borrower
Account, and (ii) if and to the extent any payment under this Agreement or any
other Loan Document is not made when due, to deduct automatically any such
amount from any or all of the accounts of the Borrower maintained with Bank of
America. The Administrative Agent agrees to provide timely notice to the
Borrower of any automatic deduction made pursuant to this subsection (c).

         (d) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) first,
toward costs and expenses (including Attorney Costs and amounts payable under
Article III) incurred by the Administrative Agent and each Lender, (ii) second,
toward repayment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (iii) third, toward repayment of principal and L/C
Borrowings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and L/C Borrowings then due to such
parties.

         (e) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in Same Day Funds,
then:

             (i) if the Borrower failed to make such payment, each Lender shall
         forthwith on demand repay to the Administrative Agent the portion of
         such assumed payment that was made available to such Lender in Same Day
         Funds, together with interest thereon in respect of each day from and
         including the date such amount was made available by the Administrative
         Agent to such Lender to the date such amount is repaid to the
         Administrative Agent in Same Day Funds, at the applicable Overnight
         Rate from time to time in effect; and

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<PAGE>

             (ii) if any Lender failed to make such payment, such Lender shall
         forthwith on demand pay to the Administrative Agent the amount thereof
         in Same Day Funds, together with interest thereon for the period from
         the date such amount was made available by the Administrative Agent to
         the Borrower to the date such amount is recovered by the Administrative
         Agent (the "Compensation Period") at a rate per annum equal to the
         applicable Overnight Rate from time to time in effect. If such Lender
         pays such amount to the Administrative Agent, then such amount shall
         constitute such Lender's Committed Loan included in the applicable
         Borrowing. If such Lender does not pay such amount forthwith upon the
         Administrative Agent's demand therefor, the Administrative Agent may
         make a demand therefor upon the Borrower, and the Borrower shall pay
         such amount to the Administrative Agent, together with interest thereon
         for the Compensation Period at a rate per annum equal to the rate of
         interest applicable to the applicable Borrowing. Nothing herein shall
         be deemed to relieve any Lender from its obligation to fulfill its
         Commitment or to prejudice any rights which the Administrative Agent or
         the Borrower may have against any Lender as a result of any default by
         such Lender hereunder.

         A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (e) shall be conclusive, absent manifest
error.

         (f)  If any Lender makes available to the Administrative Agent funds
for any Loan to be made by such Lender as provided in the foregoing provisions
of this Article II, and the conditions to the applicable Credit Extension set
forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.

         (g)  The obligations of the Lenders hereunder to make Committed Loans
and to fund participations in Letters of Credit and Swing Line Loans are several
and not joint. The failure of any Lender to make any Committed Loan or to fund
any such participation on any date required hereunder shall not relieve any
other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan or purchase its participation.

         (h)  Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.14 Sharing of Payments. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Committed Loans made
by it, or the participations in L/C Obligations or in Swing Line Loans held by
it, any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Committed Loans made by them and/or such subparticipations
in the participations in L/C

                                       46

<PAGE>

Obligations or Swing Line Loans held by them, as the case may be, as shall be
necessary to cause such purchasing Lender to share the excess payment in respect
of such Committed Loans or such participations, as the case may be, pro rata
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender, such purchase shall
to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 10(i) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section 2(n) and will in each case notify
the Lenders following any such purchases or repayments. Each Lender that
purchases a participation pursuant to this Section 2(n) shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

         2.15     Increase in Commitments.

         (a) Provided there exists no Default or Event of Default, upon notice
to the Administrative Agent (which shall promptly notify the Lenders), the
Borrower may on a one-time basis prior to June 30, 2004, request an increase in
the Aggregate Commitments up to an aggregate of $40,000,000. At the time of
sending such notice, the Borrower (in consultation with the Administrative
Agent) shall specify the time period within which each Lender is requested to
respond (which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Lenders). Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment. The Administrative Agent shall notify the Borrower and each
Lender of the Lenders' responses to each request made hereunder. To achieve the
full amount of a requested increase, the Borrower may also invite additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in form and
substance satisfactory to the Administrative Agent and its counsel.

         (b) If the Aggregate Commitments are increased in accordance with this
Section 2(o), the Administrative Agent and the Borrower shall determine the
effective date of such increase (the "Increase Effective Date") and the final
allocation of such increase. The Administrative Agent shall promptly notify the
Borrower and the Lenders of the final allocation of such increase and the
Increase Effective Date. As a condition precedent to such increase, the Borrower
shall deliver to the Administrative Agent a certificate of each Loan Party dated
as of the Increase Effective Date (in sufficient copies for each Lender) signed
by a Responsible Officer of such Loan Party (i) certifying and attaching the
resolutions adopted by such Loan Party approving or


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<PAGE>

consenting to such increase, and (ii) in the case of the Borrower, including a
Compliance Certificate demonstrating pro forma compliance with Section 7.13
after giving effect to such increase, and (iii) certifying that, before and
after giving effect to such increase, the representations and warranties
contained in Article V are true and correct on and as of the Increase Effective
Date and no Default or Event of Default exists. The Borrower shall deliver new
or amended Committed Loan Notes reflecting the increased Commitment of any
Lender holding or requesting a Note. The Administrative Agent shall distribute
an amended Schedule 2.01 (which shall be deemed incorporated into this
Agreement), to reflect any changes therein resulting from such increase. The
Borrower shall prepay any Committed Loans outstanding on the Increase Effective
Date (and pay any additional amounts required pursuant to Section 3.05) to the
extent necessary to keep the outstanding Committed Loans ratable with any
revised Pro Rata Shares arising from any nonratable increase in the Commitments
under this Section 2.15.

     (c) This Section shall supersede any provisions in Section 10.01 to the
contrary.

     2.16 Security and Guaranty.

     (a) Security. All of the obligations of the Loan Parties under this
Agreement, the Notes and each of the other Loan Documents to which such Loan
Parties are a party shall be secured in accordance with the Collateral
Documents.

     (b) Guaranty. All of the obligations of the Borrower under this Agreement,
the Notes and each of the other Loan Documents to which the Borrower is a party
shall be unconditionally guaranteed by the Guarantors pursuant to the Guaranty
Agreements.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 Taxes.

     (a) Any and all payments by the Borrower or any of its Subsidiaries to or
for the account of the Administrative Agent, the Security Trustee or any Lender
under any Loan Document shall be made free and clear of and without deduction
for any and all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities with
respect thereto, excluding, in the case of the Administrative Agent, the
Security Trustee and each Lender, taxes imposed on or measured by its overall
net or gross income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent, the Security Trustee or such Lender, as
the case may be, is organized or maintains a lending office (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as "Taxes"). If the Borrower or any of its Subsidiaries shall be required by any
Laws to deduct any Taxes from or in respect of any sum payable under any Loan
Document to the Administrative Agent, the Security Trustee or any Lender, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 3(a)), each of the Administrative Agent, the Security Trustee
and such Lender receives an amount

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<PAGE>

equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall and shall
cause each Subsidiary to pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (iv) within
30 days after the Administrative Agent or the Security Trustee (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

     (b)  In addition, the Borrower agrees to pay agrees to cause each
Subsidiary to pay any and all present or future stamp, court or documentary
taxes and any other excise or property taxes or charges or similar levies
which arise from any payment made under any Loan Document or from the execution,
delivery, performance, enforcement or registration of, or otherwise with respect
to, any Loan Document (hereinafter referred to as "Other Taxes").

     (c)  If the Borrower or any of its Subsidiaries shall be required to deduct
or pay any Taxes or Other Taxes from or in respect of any sum payable under any
Loan Document to the Administrative Agent, the Security Trustee or any Lender,
the Borrower shall also pay or shall cause each Subsidiary to pay to the
Administrative Agent to the Security Trustee (for the account of such Lender) or
to such Lender, at the time interest is paid, such additional amount that such
Lender specifies is necessary to preserve the after-tax yield (after factoring
in all taxes, including taxes imposed on or measured by net income) such Lender
would have received if such Taxes or Other Taxes had not been imposed.

     (d)  The Borrower agrees to indemnify the Administrative Agent, The
Security Trustee and each Lender for (i) the full amount of Taxes and Other
Taxes (including any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section 3.01) paid by the
Administrative Agent, the Security Trustee or any Lender, (ii) amounts payable
under Section 3.01(c) and (iii) any liability (including additions to tax,
penalties, interest and expenses) arising therefrom or with respect thereto, in
each case whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. Payment under this
subsection (d) shall be made within 30 days after the date the Lender or the
Administrative Agent or the Security Trustee makes a demand thereof.

     3.02 Illegality. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative
Currency (the "Applicable Currency")), or to determine or charge interest rates
based upon the Eurocurrency Rate, or any Governmental Authority has imposed
material restrictions on the authority of such Lender to purchase or sell, or to
take deposits of, any Applicable Currency in the applicable interbank market,
then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue
Eurocurrency Rate Loans in the Applicable Currency or, if the Applicable
Currency is Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate
Loan shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist. Promptly upon making any such determination, such Lender shall provide
notice thereof to the Borrower (with a copy to the Administrative Agent), and
upon receipt of such notice, the Borrower shall, upon demand from

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<PAGE>

such Lender, prepay or, if applicable and such Loans are denominated in Dollars,
convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans,
either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay interest on the amount so prepaid or converted. Each Lender
agrees to designate a different Lending Office if such designation will avoid
the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

     3.03 Inability to Determine Rates. (a) If the Administrative Agent
determines in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof that (i) deposits in the relevant currency
are not being offered to banks in the applicable offshore interbank market for
such currency for the applicable amount and Interest Period of such Eurocurrency
Rate Loan, (ii) adequate and reasonable means do not exist for determining the
Eurocurrency Rate for such Eurocurrency Rate Loan, or (iii) the Eurocurrency
Rate for such Eurocurrency Rate Loan does not adequately and fairly reflect the
cost to the Lenders of funding such Eurocurrency Rate Loan, the Administrative
Agent will promptly notify the Borrower and all Lenders. Thereafter, the
obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be
suspended until the Administrative Agent notifies Borrower and all Lenders that
it has revoked such notice. Upon receipt of such notice, the Borrower may revoke
any pending request for a Borrowing, conversion or continuation of Eurocurrency
Rate Committed Loans or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

     (b) If any Mandatory Cost Reference Lender's Commitment shall terminate
(otherwise than on termination of the Aggregate Commitments), or for any reason
whatsoever any Mandatory Cost Reference Lender shall cease to be a Lender
hereunder, such Mandatory Cost Reference Lender shall thereupon cease to be a
Mandatory Cost Reference Lender, and, when necessary, the Mandatory Cost Rate
shall be determined on the basis of the rates as notified by the remaining
Mandatory Cost Reference Lenders in accordance with Schedule 1.01.

     3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurocurrency Rate Loans.

     (a) If any Lender determines that as a result of the introduction of or any
change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurocurrency Rate Loans or (as the case
may be) issuing or participating in Letters of Credit, or a reduction in the
amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements contemplated by Section 3.04(c), then from time to time upon demand
of such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction.


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<PAGE>

     (b)   If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction.

     (c)   The Borrower shall pay to each Lender, as long as such Lender shall
be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities"), additional interest on the unpaid principal amount
of each Eurocurrency Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

     3.05  Funding Losses. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

     (a)   any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

     (b)   any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

     (c)   any failure by the Borrower to make payment of any Loan or drawing
under any Letter of Credit (or interest due thereon) denominated in an
Alternative Currency on its scheduled due date or any payment thereof in a
different currency;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency
Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a
matching deposit or other borrowing in the applicable offshore interbank market
for such currency for a comparable amount and for a comparable period, whether
or not such Eurocurrency Rate Committed Loan was in fact so funded.

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<PAGE>

     3.06 Matters Applicable to all Requests for Compensation. A certificate of
the Administrative Agent or any Lender claiming compensation under this Article
III and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.

     3.07 Survival. All of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations.

                                   ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

     4.01 Conditions of Initial Credit Extension. The obligation of each Lender
to make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent:

     (a)  Unless waived by all the Lenders (or by the Administrative Agent with
respect to immaterial matters or items specified in clause (v) or (vi) below
with respect to which the Borrower has given assurances satisfactory to the
Administrative Agent that such items shall be delivered promptly following the
Closing Date), the receipt of the following by the Administrative Agent or, as
appropriate, the Security Trustee, each of which shall be originals or
facsimiles (followed promptly by originals) unless otherwise specified, each
properly executed by a Responsible Officer of the signing Loan Party, each dated
the Closing Date (or, in the case of certificates of governmental officials, a
recent date before the Closing Date) and each in form and substance satisfactory
to the Administrative Agent or, where relevant, the Security Trustee, and their
respective legal counsel:

          (i)   executed counterparts of this Agreement and the Guaranty
     Agreement, sufficient in number for distribution to the Administrative
     Agent, each Lender and the Borrower;

          (ii)  Committed Loan Notes executed by the Borrower in favor of each
     Lender requesting such a Note, each in a principal amount equal to such
     Lender's Commitment;

          (iii) a Swing Line Note executed by the Borrower in favor of the Swing
     Line Lender (if it requests such a Note) in the principal amount of the
     Swing Line Sublimit;

          (iv)  such certificates of resolutions or other action, incumbency
     certificates and/or other certificates of Responsible Officers of each Loan
     Party as the Administrative Agent or the Security Trustee may require to
     establish the identities of and verify the authority and capacity of each
     Responsible Officer thereof authorized to act as a Responsible Officer in
     connection with this Agreement and the other Loan Documents to which such
     Loan Party is a party;

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<PAGE>

          (v)    such evidence as the Administrative Agent or the Security
     Trustee may reasonably require to verify that each Loan Party is duly
     organized or formed, validly existing, in good standing and qualified to
     engage in business in each jurisdiction in which it is required to be
     qualified to engage in business, including certified copies of each Loan
     Party's Organization Documents, certificates of good standing and/or
     qualification to engage in business and tax clearance certificates;

          (vi)   a certificate signed by a Responsible Officer of the Borrower
     certifying (A) that the conditions specified in Sections 4.02(a) and (b)
     have been satisfied, and (B) that there has been no event or circumstance
     since the date of the Audited Financial Statements which has or could be
     reasonably expected to have a Material Adverse Effect;

          (vii)  an opinion of counsel to each Loan Party substantially in the
     form of Exhibit J;

          (viii) evidence that the Existing Credit Agreement has been or
     concurrently with the Closing Date is being terminated and all Liens
     securing obligations under the Existing Credit Agreement have been or
     concurrently with the Closing Date are being released; and

          (ix)   such other assurances, certificates, documents, consents or
     opinions as the Administrative Agent, the Security Trustee, the L/C Issuer,
     the Swing Line Lender or the Required Lenders reasonably may require.

     (b)  Unless waived by all the Lenders, the receipt of the Collateral
Documents by the Administrative Agent or, as appropriate, the Security Trustee,
each of which shall be originals or facsimiles (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible Officer of
the signing Loan Party, each dated the Closing Date and each in form and
substance satisfactory to the Administrative Agent or, where relevant, the
Security Trustee, and their respective legal counsel, together with:

          (i)    acknowledgment copies of all Uniform Commercial Code financing
     statements filed, registered or recorded to perfect the security interests
     of the Administrative Agent for the benefit of the Lenders, or other
     evidence satisfactory to the Administrative Agent or, as appropriate, the
     Security Trustee, that there has been filed, registered or recorded all
     financing statements and other filings, registrations and recordings
     necessary and advisable to perfect the Liens of the Administrative Agent or
     the Security Trustee for the benefit of the Lenders in accordance with
     applicable law;

          (ii)   written advice relating to such Lien and judgment searches as
     the Administrative Agent or the Security Trustee shall have requested, and
     such termination statements or other documents as may be necessary to
     confirm that the Collateral is subject to no other Liens in favor of any
     Persons;

          (iii)  all certificates and instruments representing the Collateral,
     stock transfer powers executed in blank with signatures guaranteed as the
     Administrative Agent, the Security Trustee or the Lenders may specify and,
     if relevant, a completed Federal Reserve Form U-1 for each Lender;

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<PAGE>

          (iv)  evidence that the Collateral Account contains a Deposit Account
     maintained at Bank of America with a principal balance on the Closing Date
     of not less than the sum of (A) aggregate undrawn amount of all outstanding
     Existing Letters of Credit plus (B) the aggregate of all Unreimbursed
     Amounts with respect to any Existing Letters of Credit, including all
     outstanding L/C Borrowings with respect to any Existing Letters of Credit;

          (v)   evidence that all other actions necessary or, in the opinion of
     the Administrative Agent, the Security Trustee or the Lenders, desirable to
     perfect and protect the first priority security interest created by the
     Collateral Documents have been taken;

          (vi)  funds sufficient to pay any filing or recording tax or
     registration or other fees including, but not limited to, any and all
     Uniform Commercial Code financing statements;

          (vii) evidence that all other actions necessary or, in the opinion of
     the Administrative Agent, the Security Trustee or the Lenders, desirable to
     perfect and protect the first priority Lien created by the Collateral
     Documents, and to enhance the ability of the Administrative Agent or the
     Security Trustee, as the case may be, to preserve and protect its interests
     in and access to the Collateral, have been taken;

     (c)  Standard lenders' payable endorsements with respect to the insurance
policies or other instruments or documents evidencing insurance coverage on the
properties of the Borrower in accordance with Section 6.07;

     (d)  Any fees required to be paid on or before the Closing Date shall have
been paid.

     (e)  Unless waived by the Administrative Agent or the Security Trustee, the
Borrower shall have paid all Attorney Costs of the Administrative Agent and the
Security Trustee to the extent invoiced prior to or on the Closing Date, plus
such additional amounts of Attorney Costs as shall constitute its reasonable
estimate of Attorney Costs incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Borrower and the Administrative Agent or the
Security Trustee).

     (f)  The Closing Date shall have occurred on or prior to July 24, 2002.

     4.02 Conditions to all Credit Extensions and Conversions and Continuations.
The obligation of each Lender to make any Credit Extension or honor any Request
for Credit Extension is subject to the following conditions precedent:

     (a)  The representations and warranties of the Borrower contained in
Article V or any other Loan Document, or which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct on and as of the date of such Credit Extension, conversion or
continuation, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section
4.02, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01.

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<PAGE>

          (b)  No Default or Event of Default shall exist, or would result from
such proposed Credit Extension, conversion or continuation.

          (c)  The Administrative Agent and, if applicable, the L/C Issuer or
the Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

          (d)  Neither the Administrative Agent, the Security Trustee nor any
Lender shall have received from any Loan Party any notice that any Collateral
Document will no longer secure on a first priority basis future Credit Extension
under this Agreement.

          (e)  The Administrative Agent and the Security Trustee shall have
received, in form and substance satisfactory to it, such other assurances,
certificates, documents or consents related to the foregoing as the
Administrative Agent or the Required Lenders reasonably may require.

         Each Request for Credit Extension submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Administrative Agent, the
Security Trustee and the Lenders that:

          5.01 Existence, Qualification and Power; Compliance with Laws. Each
Loan Party (a) is a corporation or limited liability company duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b) has all requisite power and authority
and all requisite governmental licenses, authorizations, consents and approvals
to (i) own its assets and carry on its business and (ii) execute, deliver, and
perform its obligations under the Loan Documents to which it is a party, (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws, except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

          5.02 Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, (i) any
Contractual Obligation to which such Person is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law.

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     5.03 Governmental Authorization; Other Consents. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.

     5.04 Binding Effect. This Agreement has been, and each other Loan Document,
when delivered hereunder, will have been, duly executed and delivered by each
Loan Party that is party thereto. This Agreement constitutes, and each other
Loan Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is party
thereto in accordance with its terms.

     5.05 Financial Statements; No Material Adverse Effect.

     (a)  The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its consolidated Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and
Indebtedness.

     (b)  The unaudited consolidated financial statements of the Borrower and
its Subsidiaries dated March 31, 2002, and the related consolidated statements
of income or operations, shareholders' equity and cash flows for the fiscal
quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and subject to ordinary, good faith year end audit
adjustments; (ii) fairly present the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its consolidated
Subsidiaries as of the date thereof, including liabilities for taxes, material
commitments and Indebtedness.

     (c)  Since the date of the Audited Financial Statements, there has been no
event or circumstance that has had or could reasonably be expected to have a
Material Adverse Effect.

     5.06 Litigation. Except as specifically disclosed in Schedule 5.06, there
are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower after due and diligent investigation, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any of its Subsidiaries or against any
of their properties or revenues that (a) purport to affect or pertain to this
Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) could reasonably be expected to have a Material Adverse Effect.

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     5.07 No Default. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could be reasonably
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document,
including the grant or perfection of the Liens of the Administrative Agent and
the Lenders on the Collateral.

     5.08 Ownership of Property; Liens. Each of the Borrower and its
Subsidiaries has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, the property of the Borrower and its
Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

     5.09 Environmental Compliance. The Borrower and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof the Borrower has reasonably concluded that, except as
specifically disclosed in Schedule 5.09, such Environmental Laws and claims
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

     5.10 Insurance. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operate.

     5.11 Taxes. The Borrower and its Subsidiaries have filed all Federal, state
and other material tax returns and reports required to be filed, and have paid
all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except (a) those which are being contested in
good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP and (b) those which
individually or in the aggregate do exceed $1,000,000 at any time. There is no
proposed tax assessment against the Borrower or any Subsidiary that would, if
made, have a Material Adverse Effect.

     5.12 ERISA Compliance.

     (a)  Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect. The prototype plan upon which each Plan that is
intended to qualify under Section 401(a) of the Code is based has received a
favorable determination letter from the IRS and each Plan has been adopted
without any material substantive changes to such prototype plan and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

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     (b)  There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. To the best knowledge of the Borrower, there has been no
prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.

     (c)  (i) No ERISA Event has occurred or is reasonably expected by the
Borrower to occur; (ii) no Pension Plan has any Unfunded Pension Liability in
excess of the Threshold Amount; (iii) neither the Borrower nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability in excess
of the Threshold Amount under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA); (iv)
neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability in excess of the Threshold Amount (and, to the best
knowledge of the Borrower, no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither the Borrower nor any ERISA Affiliate has engaged in a transaction that
could be subject to Sections 4069 or 4212(c) of ERISA.

     5.13 Subsidiaries. The Borrower has no Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.13, has no equity investments
in any other corporation or entity other than those specifically disclosed in
Part (b) of Schedule 5.13 and has no Material Subsidiaries other than those
specifically disclosed in Part (c) of Schedule 5.13.

     5.14 Margin Regulations; Investment Company Act; Public Utility Holding
          Company Act.

     (a)  The Borrower is not engaged and will not engage, principally or as one
of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock.

     (b)  None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

     5.15 Intellectual Property; Etc. The Borrower and its Subsidiaries own, or
possess the right to use, all Intellectual Property that is reasonably necessary
for the operation of their respective businesses, without conflict with the
rights of any other Person. Except as disclosed in Schedule 5.15, all
registrations with and applications to Governmental Authorities in respect of
such Intellectual Property are valid and in full force and effect and are not
subject to the payment of any taxes or maintenance fees or the taking of any
interest therein, held by any of the

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Loan Parties to maintain their validity or effectiveness. None of the Loan
Parties is in default (or with the giving of notice or lapse of time or both,
would be in default) under any license to use such Intellectual Property; no
claim has been asserted and is pending by any Person challenging or questioning
the use of any such Intellectual Property or the validity or effectiveness of
any such Intellectual Property, nor does the Borrower or any of its Subsidiaries
know of any such claim; and, to the knowledge of the Borrower or any of its
Subsidiaries, the use of such Intellectual Property by the Borrower or any of
its Subsidiaries does not infringe on the rights of any Person.

     5.16 Solvency. The Borrower and each other Loan Party is Solvent and each
shall be Solvent immediately after the consummation of the transactions
contemplated by this Agreement.

     5.17 Collateral Documents. All representations and warranties of the Loan
Parties contained in the Collateral Documents to which such Loan Party is a
party are true and correct.

     5.18 Disclosure. No statement, information, report, certification,
representation, or warranty made by any Loan Party or any Responsible Officer of
any Loan Party in any Loan Document or furnished to the Administrative Agent,
the Security Trustee or any Lender by or on behalf of any Loan Party in
connection with any Loan Document (including in any and all disclosure materials
furnished by or on behalf of any Loan Party) contains any untrue statement of a
material fact or omits any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading in any material respect.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall, and shall (except in the case of
the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each
Subsidiary to:

     6.01 Financial Statements. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

     (a) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail, audited and
accompanied by a report and opinion of an independent certified public
accountant of nationally recognized standing reasonably acceptable to the
Required Lenders, which report and opinion shall be prepared in accordance with
GAAP and shall not be subject to any qualifications or exceptions as to the
scope of the audit nor to any qualifications and exceptions not reasonably
acceptable to the Required Lenders; and

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     (b)  as soon as available, but in any event within 45 days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal quarter and for
the portion of the Borrower's fiscal year then ended, setting forth in each case
in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations and cash
flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only
to normal year-end audit adjustments and the absence of footnotes.

     6.02 Certificates; Other Information. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent and
the Required Lenders:

     (a)  concurrently with the delivery of the financial statements referred to
in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default or, if any such Default or Event of Default shall exist, stating the
nature and status of such event;

     (b)  concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower;

     (c)  promptly after requested by the Administrative Agent or any Lender,
copies of any detailed audit opinion submitted to the board of directors (or the
audit committee of the board of directors) of the Borrower by independent
accountants in connection with the accounts or books of the Borrower or any
Subsidiary, or any audit of any of them;

     (d)  promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of the Borrower, and copies of all annual, regular, periodic and
special reports and registration statements which the Borrower may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto;

     (e)  promptly after receipt thereof, a copy of each month-end account
statement for the Collateral Account; and

     (f)  promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent, at the
request of any Lender, may from time to time reasonably request.

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Reports required to be delivered pursuant to Sections 6.01(a), 6.01(b) or
6.02(d) (to the extent any such financial statements, reports or proxy
statements are included in materials otherwise filed with the SEC) may be
delivered electronically and if so, shall be deemed to have been delivered on
the date on which the Borrower posts such reports, or provides a link thereto,
either: (i) on the Borrower's website on the Internet at the website address
listed on Schedule 10.02; or (ii) when such report is posted electronically on
IntraLinks/IntraAgency or other relevant website which each Lender and the
Administrative Agent have access to (whether a commercial, third-party website
or whether sponsored by the Administrative Agent), if any, on the Borrower's
behalf; provided that: (x) the Borrower shall deliver paper copies of such
reports to the Administrative Agent or any Lender who requests the Borrower to
deliver such paper copies until written request to cease delivering paper copies
is given by the Administrative Agent or such Lender; (y) the Borrower shall
notify (which may be by facsimile or electronic mail) the Administrative Agent
and each Lender of the posting of any such reports and provide to the
Administrative Agent by email electronic versions (i.e., soft copies) of such
reports; and (z) in every instance the Borrower shall provide paper copies of
the Compliance Certificates required by subsection (c) above to the
Administrative Agent and each of the Lenders. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the reports referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such reports.

     6.03 Notices. Promptly notify the Administrative Agent and each Lender:

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

     (b)  of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of the Borrower or any
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between the Borrower or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting the Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws;

     (c)  of any litigation, investigation or proceeding affecting any Loan
Party in which the amount involved exceeds the Threshold Amount, or in which
injunctive relief or similar relief is sought, which relief, if granted, could
reasonably be expected to have a Material Adverse Effect;

     (d)  of the occurrence of any ERISA Event; and

     (e)  of any material change in accounting policies or financial reporting
practices by the Borrower or any Subsidiary.

     Each notice pursuant to this Section 6.03 shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to subsection
(a) above shall describe with particularity any and all provisions of this
Agreement or other Loan Document that have been breached.

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     6.04 Payment of Obligations. Pay and discharge as the same shall become due
and payable (or within any applicable grace period), all its obligations and
liabilities, including (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same (i) are
being contested in good faith by appropriate proceedings diligently conducted
and adequate reserves in accordance with GAAP are being maintained by the
Borrower or such Subsidiary or (ii) do not exceed, individually or in the
aggregate, $1,000,000 at any time; (b) all lawful claims which, if unpaid, would
by law become a Lien upon its property; and (c) all Indebtedness, as and when
due and payable, but subject to any subordination provisions contained in any
instrument or agreement evidencing such Indebtedness.

     6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by
Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect; and (c) preserve
or renew all of its registered Intellectual Property, the non-preservation of
which could reasonably be expected to have a Material Adverse Effect.

     6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business
in good working order and condition, ordinary wear and tear excepted; (b) make
all necessary repairs thereto and renewals and replacements thereof except where
the failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.

     6.07 Maintenance of Insurance. In addition to insurance requirements set
forth in the Collateral Documents, maintain with financially sound and reputable
insurance companies not Affiliates of the Borrower, insurance with respect to
its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such
types and in such amounts as are customarily carried under similar circumstances
by such other Persons; including workers' compensation insurance, public
liability and property and casualty insurance which amount shall not be reduced
by the Borrower in the absence of 30 days' prior notice to the Administrative
Agent. All casualty insurance maintained by the Loan Parties in respect of the
Collateral shall name the Administrative Agent or, as appropriate, the Security
Trustee, as loss payee and all liability insurance shall name the Administrative
Agent or, as appropriate, the Security Trustee, as additional insured for the
benefit of the Lenders, as their interests may appear. Upon request of the
Administrative Agent, the Security Trustee or any Lender, the Borrower shall
furnish the Administrative Agent or the Security Trustee, with sufficient copies
for each Lender, at reasonable intervals (but not more than once per calendar
year) a certificate of a Responsible Officer of the Borrower (and, if requested
by the Administrative Agent, any insurance broker of the Borrower) setting forth
the nature and extent of all insurance maintained by the Borrower and its
Subsidiaries in accordance with this Section 6.07 or any Collateral Documents
(and which, in the case of a certificate of a broker, were placed through such
broker).

     6.08 Compliance with Laws. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, write,

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injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.

     6.09 Books and Records. (a) Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower or such Subsidiary, as the case may be; and
(b) maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may be.

     6.10 Inspection Rights. Permit representatives and independent contractors
of the Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants all at
the expense of the Administrative Agent and each Lender at reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrower; provided, however, that when an Event
of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

     6.11 Compliance with ERISA. Do, and cause each of its ERISA Affiliates to
do, each of the following: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other Federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code, except, with respect to each
covenant listed above, in such instances in which the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

     6.12 Subsidiaries; Additional Guarantors; Pledge of Capital Stock.

     (a)  New Subsidiaries. Promptly notify the Administrative Agent after any
Person becomes a Subsidiary, and in such notice set forth with respect to such
Person (i) the date on which such Person became a Subsidiary, and (ii) all of
the data required to be set forth in Schedule 5.13 with respect to all
Subsidiaries; provided, that such notice shall be deemed to supplement Schedule
5.13 for all purposes hereof.

     (b)  Material Subsidiaries. Promptly notify the Administrative Agent after
any Person becomes a Material Subsidiary (each, a "New Material Subsidiary"),
and promptly thereafter (and in any event within 30 days), cause each such New
Material Subsidiary that is a Domestic Subsidiary to (i) become a Guarantor by
executing and delivering to the Administrative Agent a supplement the Guaranty
Agreement or such other document as the Administrative Agent shall deem
appropriate for such purpose, (ii) grant a Lien in favor of the Administrative
Agent for the ratable benefit of the Administrative Agent and the Lenders on the
property of such New Material Subsidiary that would be considered Collateral
under the Guarantor Security Agreement to secure such New Material Subsidiary's
obligations under the Loan Documents to which it is a

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party by executing and delivering to the Administrative Agent a supplement the
Guarantor Security Agreement or such other document as the Administrative Agent
shall deem appropriate for such purpose, (iii) take such action at such New
Material Subsidiary's own expense as may be necessary or otherwise requested by
the Administrative Agent (including, without limitation, any of the actions
described in Section 4.01(b)) to ensure that the Lien described in clause (ii)
is a perfected Lien of first priority (subject to Permitted Liens), and (iv)
deliver to the Administrative Agent documents of the types referred to in
clauses (iv) and (v) of Section 4.01(a) and favorable opinions of counsel to
such New Material Subsidiary (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation
referred to in clauses (i) and (ii)), all in form, content and scope reasonably
satisfactory to the Administrative Agent or, as appropriate, the Security
Trustee.

     (c) Pledge of Capital Stock. Promptly (and in any event within 30 days)
after any Person becomes a New Material Subsidiary, cause each Person that owns
all or any portion of the Capital Stock of such New Material Subsidiary to (i)
grant a Lien in favor of the Administrative Agent or, if appropriate, the
Security Trustee, for the ratable benefit of the Lenders and Administrative
Agent or, as applicable, the Security Trustee and, in either case, the Lenders
on (1) 100% of the Capital Stock of each such New Material Subsidiary that is a
Domestic Subsidiary, (2) 100% of the Capital Stock of each such New Material
Subsidiary that is a Disregarded Foreign Subsidiary whose Capital Stock is not
owned in any part by a Foreign Subsidiary (other than a Disregarded Foreign
Subsidiary), (3) 65% of the voting Capital Stock and 100% of the non-voting
Capital Stock of each such New Material Subsidiary that is a first-tier (after
ignoring all Disregarded Foreign Subsidiaries which may be a direct or indirect
stockholder) Foreign Subsidiary, or (4) the remaining Capital Stock of any New
Material Subsidiary that was a Foreign Subsidiary other than a Disregarded
Foreign Subsidiary at the time it became a New Material Subsidiary but that
later became a Disregarded Foreign Subsidiary (in which event the 30 day period
described above shall begin to run upon the date such Person became a Domestic
Subsidiary) to secure the Obligations (or in the case of a Guarantor, such
Guarantor's obligations under the Loan Documents to which it is a party) by
executing and delivering to the Administrative Agent or, if appropriate, the
Security Trustee, a supplement to the Borrower Pledge Agreement or the
Subsidiary Pledge Agreement or such other document as the Administrative Agent
or, if appropriate, the Security Trustee, shall deem appropriate for such
purpose, (ii) deliver to the Administrative Agent or, as appropriate, the
Security Trustee, all certificates, instruments or other writings representing
or evidencing the Capital Stock described in clause (i) together with duly
executed instruments of transfer or assignment satisfactory to the
Administrative Agent or the Security Trustee, (iii) take such action at each
such Person's own expense as may be necessary or otherwise requested by the
Administrative Agent or the Security Trustee (including, without limitation, any
of the actions described in Section 4.01(b)) to ensure that the Lien described
in clause (i) is a perfected Lien of first priority, and (iv) deliver to the
Administrative Agent or, if appropriate, the Security Trustee, favorable
opinions of counsel to each such Person (which shall cover, among other things,
the legality, validity, binding effect and enforceability of the documentation
referred to in clauses (i) and (iii)), all in form, content and scope reasonably
satisfactory to the Administrative Agent. For the avoidance of doubt, the
parties agree that the Lien of the Administrative Agent or, if appropriate, the
Security Trustee, in Collateral consisting of Capital Stock of a Foreign
Subsidiary that is not a Disregarded Foreign Subsidiary whose Capital Stock is
not owned in any part by a Foreign Subsidiary (other than a

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Disregarded Foreign Subsidiary) shall not cover 35% of the voting Capital Stock
of such Foreign Subsidiary.

     6.13 Intellectual Property. Take all necessary actions, including in any
proceeding before the United States Patent and Trademark Office, the United
Kingdom Patent Office, the Office for Harmonisation in the Internal Market, the
Canadian Intellectual Property Office - Trademarks or the United States
Copyright Office to maintain each item of Intellectual Property of the Borrower
and its Subsidiaries material to the business of the Borrower and its
Subsidiaries taken as a whole, including payment of maintenance fees, filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition, interference and cancellation proceedings. In the event that the
Borrower or any Subsidiary becomes aware that any Intellectual Property is
infringed, misappropriated or diluted by a third party in any material respect,
promptly notify the Administrative Agent or the Security Trustee thereof and,
unless the Borrower or the relevant Subsidiary, as the case may be, shall
reasonably determine that such Intellectual Property is not material to the
business of the Borrower and its Subsidiaries taken as a whole, promptly sue for
infringement, misappropriation or dilution and to recover any and all damages
for such infringement, misappropriation or dilution, and take such other actions
as the Borrower or such Subsidiary, as the case may be, shall reasonably deem
appropriate under the circumstances to protect such Intellectual Property.

     6.14 Use of Proceeds. Use the proceeds of the Credit Extensions (a) to
refinance Indebtedness arising under the Existing Credit Agreement, (b) for
capital expenditures, (c) for transaction costs related to the negotiation,
execution and delivery of the Loan Documents and (d) for working capital and
other general corporate purposes, including Permitted Acquisitions, in each case
not in contravention of any Law or of any Loan Document.

     6.15 Corporate Separateness. Satisfy and cause each Material Subsidiary or
Guarantor to satisfy customary corporate formalities, including the holding of
regular board of directors' and shareholders' meetings or action by directors or
shareholders without a meeting and the maintenance of corporate offices and
records. Neither the Borrower nor any of its Subsidiaries shall take any action,
or conduct its affairs in a manner, which is likely to result in the corporate
existence of the Borrower or any of its Subsidiaries being ignored, or in the
assets and liabilities of the Borrower or any of its Subsidiaries being
substantively consolidated with those of any other such Person in any proceeding
under any Debtor Relief Law.

     6.16 Further Assurances.

     (a)  Ensure that all written information, exhibits and reports furnished to
the Administrative Agent, the Security Trustee or the Lenders do not and will
not contain any untrue statement of a material fact and do not and will not omit
to state any material fact or any fact necessary to make the statements
contained therein not misleading in light of the circumstances in which made,
and will promptly disclose to the Administrative Agent, the Security Trustee and
the Lenders and correct any defect or error that may be discovered therein or in
any Loan Document or in the execution, acknowledgement or recordation thereof.

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<PAGE>

     (b)  Promptly (and in any event within 30 days following the Closing Date)
do, execute, acknowledge, authorize, deliver, apply, record, re-record, file,
re-file, register and re-register, any and all such acts, deeds, conveyances,
assignments, notices of assignment, transfers, certificates, assurances,
applications and other instruments as may be required to cause the records
maintained by the United Kingdom Patent Office, the Office for Harmonisation in
the Internal Market and the Canadian Intellectual Property Office - Trademarks
to be revised, amended or otherwise modified to reflect that the name of the
legal and beneficial owner of each of the Specified Trademarks (as defined in
the applicable Collateral Documents) registered in such office is the same name
as set forth in the applicable Collateral Documents as being the legal and
beneficial owner of each such Specified Trademark.

     (c)  Promptly upon request by the Administrative Agent, the Security
Trustee or the Required Lenders, do, execute, acknowledge, authorize, deliver,
record, re-record, file, re-file, register and re-register, any and all such
further acts, deeds, conveyances, security agreements, mortgages, assignments,
estoppel certificates, financing statements and continuations thereof,
termination statements, notices of assignment, transfers, certificates,
assurances and other instruments the Administrative Agent, the Security Trustee
or such Lenders, as the case may be, may reasonably require from time to time in
order (i) to carry out more effectively the purposes of this Agreement or any
other Loan Document, (ii) to subject to the Liens created by any of the
Collateral Documents any of the properties, rights or interests covered by any
of the Collateral Documents, (iii) to perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and the Liens
intended to be created thereby, and (iv) to better assure, convey, grant,
assign, transfer, preserve, protect and confirm to the Administrative Agent or
the Security Trustee and, in either case, to the Lenders the rights granted or
now or hereafter intended to be granted to the Lenders under any Loan Document
or under any other document executed in connection therewith. Notwithstanding
the foregoing, provided that no Event of Default has occurred and is continuing,
no Loan Party shall be required to execute, acknowledge, authorize, deliver,
record, re-record, file, re-file, register or re-register documents suitable for
recording with the United States Patent and Trademark Office, the United Kingdom
Patent Office, the Office for Harmonisation in the Internal Market, the Canadian
Intellectual Property Office - Trademarks, the United States Copyright Office or
any similar offices in any other country or any political subdivision thereof
with respect to any Collateral consisting of Intellectual Property, except with
respect to the Specified Trademarks (as defined in the applicable Collateral
Documents) or applications for or registrations of trademarks that are identical
to or substantially similar to the Specified Trademarks.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

     7.01 Liens. Create, incur, assume or suffer to exist, any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

     (a)  Liens pursuant to any Loan Document;

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     (b)  Liens existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that the property covered thereby is
not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);

     (c)  Liens for taxes not yet due or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

     (d)  carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;

     (e)  pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA and other than on the
Collateral;

     (f)  deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

     (g)  easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person;

     (h)  Liens securing judgments for the payment of money in an aggregate
amount not in excess of the Threshold Amount (except to the extent covered by
independent third-party insurance as to which the insurer does not dispute
coverage), unless any such judgment remains undischarged for a period of more
than 30 consecutive days during which execution is not effectively stayed;

     (i)  Liens securing Indebtedness permitted under Section 7.03(e); provided
that (i) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness and the proceeds thereof and (ii) the
Indebtedness secured thereby does not exceed the cost or fair market value,
whichever is lower, of the property being acquired on the date of acquisition;
and

     (j)  other Liens securing Indebtedness in an aggregate principal amount not
to exceed $3,000,000 at any time outstanding.

     7.02 Investments. Make any Investments, except:

     (a)  Investments other than those permitted by subsections (b) through (k)
that are existing on the date hereof and (i) are Investments in the Subsidiaries
listed on Schedule 5.13 or (ii) otherwise listed on Schedule 7.02;

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<PAGE>

     (b)  Investments held by the Borrower or such Subsidiary in the form of
Cash, Cash Equivalents or other short-term marketable securities in accordance
with the Borrower's investment policy as from time to time in effect;

     (c)  advances to officers, directors and employees of the Borrower and
Subsidiaries in an aggregate amount not to exceed $3,000,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

     (d)  advances to photographers engaged by the Borrower or any Subsidiary in
an aggregate amount not to exceed $1,000,000 at any time outstanding, for costs
and expenses associated with photographic shoot assignments;

     (e)  Investments of the Borrower in any Guarantor and Investments of any
Guarantor in the Borrower or in another Guarantor;

     (f)  Investments consisting of advances to Non-Guarantor Subsidiaries
evidenced by or in the nature of, as the case may be, promissory notes, open
accounts or capital contributions; provided that (i) the aggregate amount of
such Investments does not exceed $3,000,000 at any time outstanding and (ii)
each promissory note made by any Non-Guarantor Subsidiary to whom advances of
$500,000 or more have been made shall have been pledged and delivered to the
Administrative Agent for the ratable benefit of the Lenders and Administrative
Agent pursuant to such documents as the Administrative Agent shall deem
appropriate for such purpose;

     (g)  Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the sale or lease of goods
or services in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;

     (h)  Guaranty Obligations permitted by Section 7.03;

     (i)  Investments permitted by Section 7.04;

     (j)  Permitted Acquisitions made by the Borrower or any Subsidiary; and

     (k)  other Investments not exceeding $15,000,000 in the aggregate in any
fiscal year of the Borrower, but not exceeding $30,000,000 in the aggregate in
any rolling three (3) fiscal year period of the Borrower.

     7.03 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

     (a)  Indebtedness under the Loan Documents;

     (b)  Indebtedness outstanding on the date hereof and listed on Schedule
7.03 and any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

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<PAGE>

     (c)  Indebtedness in respect of advances to, and debts, liabilities and
obligations of, the Borrower or any Subsidiary arising under the Overdraft
Facility Agreements in an aggregate principal amount not to exceed Sterling
2,000,000 at any time outstanding;

     (d)  Guaranty Obligations of the Borrower, any Guarantor or any Material
Subsidiary in respect of Indebtedness otherwise permitted hereunder of the
Borrower, any Guarantor or any Material Subsidiary;

     (e)  obligations (contingent or otherwise) of the Borrower or any
Subsidiary existing or arising under any Swap Contract, provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person and not for purposes of speculation or taking a "market view;" and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the
defaulting party;

     (f)  Indebtedness in respect of capital leases, Synthetic Lease Obligations
and purchase money obligations for fixed or capital assets within the
limitations set forth in Section 7.01(i); provided, that the aggregate amount of
all such Indebtedness at any one time outstanding shall not exceed $3,000,000;

     (g)  Unsecured Indebtedness in an aggregate principal amount not to exceed
$10,000,000 at any time outstanding; and

     (h)  Guaranty Obligations of the Borrower in respect of Indebtedness
otherwise permitted hereunder of any Non-Guarantor Subsidiary in an aggregate
principal amount not to exceed $1,000,000 at any time outstanding.

     7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default or Event of Default exists or would result therefrom:

     (a)  any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when any Guarantor or wholly-owned Subsidiary
is merging with another Subsidiary, such Guarantor or wholly-owned Subsidiary
shall be the continuing or surviving Person;

     (b)  any Non-Guarantor Subsidiary may dissolve or liquidate; provided that
the board of directors or senior management of the Borrower has determined in
good faith that the dissolution or liquidation will not be detrimental to the
business of the Borrower and its Subsidiaries taken as a whole; and

     (c)  the Borrower or any Subsidiary may merge with any Person as part of a
Permitted Acquisition;

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<PAGE>

     (d)  any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise), to the Borrower or to another
Subsidiary; provided that if the transferor in such a transaction is a
Guarantor, then the transferee must either be the Borrower or another Guarantor.

     7.05 Dispositions. Make any Disposition or enter into any agreement to make
any Disposition, except:

     (a)  Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

     (b)  Dispositions of inventory and other property (other than equipment or
real property) in the ordinary course of business;

     (c)  Dispositions of equipment or real property to the extent that (i) such
property is exchanged for credit against the purchase price of similar
replacement property, (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property or (iii) the
board of directors or senior management of the Borrower or such Subsidiary has
determined in good faith that the failure to replace such property will not be
detrimental to the business of the Borrower or such Subsidiary;

     (d)  Dispositions of property by any Subsidiary to the Borrower or to a
wholly-owned Subsidiary; provided that if the transferor of such property is a
Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

     (e)  Dispositions permitted by Section 7.04;

     (f)  Dispositions not otherwise permitted under subsections (a) or (b);
provided that the Borrower shall have complied with the requirements of Section
2.06;

     (g)  non-exclusive licenses of Intellectual Property in the ordinary course
of business and substantially consistent with past practice;

     (h)  exclusive licenses of Intellectual Property in the ordinary course of
business and substantially consistent with past practice; and

     (i)  Dispositions by the Borrower and its Subsidiaries not otherwise
permitted under this Section 7.05; provided that (i) at the time of such
Disposition, no Default shall exist or would result from such Disposition and
(ii) the aggregate book value of all property Disposed of in reliance on this
clause (i) in any fiscal year shall not exceed $5,000,000;

     provided, however, that any Disposition pursuant to clauses (a) through (i)
     shall be for fair market value.

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     7.06 Lease Obligations. Create or suffer to exist any obligations for the
payment of rent for any property under lease or agreement to lease, except:

     (a)  leases in existence on the date hereof and listed on Schedule 7.06,
and any renewal, extension or refinancing thereof;

     (b)  leases in connection with any sale-leaseback arrangement permitted
hereby;

     (c)  capital leases to the extent permitted by Section 7.03; and

     (d)  operating leases (other than those constituting Synthetic Lease
Obligations) entered into or assumed by the Borrower or any Subsidiary after the
date hereof in the ordinary course of business (for purposes hereof, all leases
of real estate of the Borrower or any Subsidiary shall be deemed operating
leases).

     7.07 Restricted Payments. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:

     (a)  each Subsidiary may make Restricted Payments to the Borrower and to
wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each
other owner of capital stock of such Subsidiary on a pro rata basis based on
their relative ownership interests);

     (b)  the Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock of such
Person;

     (c)  the Borrower and each Subsidiary may purchase, redeem or otherwise
acquire shares of its common stock or other common equity interests or warrants
or options to acquire any such shares with the proceeds received from the
substantially concurrent issue of new shares of its common stock or other common
equity interests;

     (d)  the Borrower may (i) pay all interest and fees payable in connection
with any Subordinated Debt when and as the same becomes due and (ii) repurchase,
defease or redeem or otherwise prepay outstanding Subordinated Debt; provided
that the aggregate principal amount of all such repurchases, defeasances,
redemptions or other prepayments made after the Closing Date shall not exceed
$25,000,000; and

     (e)  the Borrower may purchase or otherwise acquire shares of its common
stock on terms that are consistent with those terms available to the Borrower on
the open market; provided that the aggregate number of shares of its common
stock purchased or acquired after the Closing Date shall not exceed the sum of
(i) the number of shares of the Borrower's common stock for which unexercised
options have been granted to the Borrower's employees in connection with any
employee stock option plan of the Borrower as of the date of this Agreement,
plus (ii) the number of shares of the Borrower's common stock for which options
are granted to the Borrower's employees in connection with any employee stock
option plan of the Borrower after the Closing Date.

     7.08 ERISA. At any time engage in a transaction which could be subject to
Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(b) fail to comply with ERISA or any other applicable Laws; or (c) incur any
material "accumulated funding deficiency" (as defined in Section 302 of ERISA),
which, with respect to each event listed above, could reasonably be expected to
have a Material Adverse Effect.

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<PAGE>

     7.09 Change in Nature of Business. Engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related or
incidental thereto or cease to conduct any line of business that constitutes a
material portion of the business of the Borrower and its Subsidiaries as of the
date hereof.

     7.10 Transactions with Affiliates. Enter into any transaction of any kind
with any Affiliate of the Borrower, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to
the Borrower or such Subsidiary as would be obtainable by the Borrower or such
Subsidiary at the time in a comparable arm's length transaction with a Person
other than an Affiliate, provided that (a) the foregoing restriction shall not
apply to transactions between or among the Borrower and any Guarantor or between
and among any Guarantors and (b) the Borrower may make Investments consisting of
advances and capital contributions to Non-Guarantor Subsidiaries permitted under
Section 7.02 at rates of interest that the Borrower deems reasonable under the
circumstances.

     7.11 Burdensome Agreements. Enter into any Contractual Obligation (other
than this Agreement or any other Loan Document) that (a) limits the ability (i)
of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor
or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any
Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the
Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person; provided, however, that this clause (iii) shall not
prohibit any negative pledge incurred or provided in favor of any holder of
Indebtedness permitted under Section 7.03(e) solely to the extent any such
negative pledge relates to the property financed by or the subject of such
Indebtedness and the proceeds thereof; or (b) requires the grant of a Lien to
secure an obligation of such Person if a Lien is granted to secure another
obligation of such Person.

     7.12 Use of Proceeds. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose, in each
case in violation of, or for a purpose which violates, or would be inconsistent
with, Regulation T, U or X of the FRB.

     7.13 Financial Covenants.

     (a)  Consolidated Net Worth. Permit Consolidated Net Worth as of the end of
any fiscal quarter of the Borrower to be less than the sum of (a) $484,330,000,
(b) an amount equal to 50% of the Consolidated Net Income earned in each fiscal
quarter ending after March 31, 2002 (with no deduction for a net loss in any
such fiscal quarter) and (c) an amount equal to 100% of the aggregate increases
in Shareholders' Equity of the Borrower and its Subsidiaries after the date
hereof by reason of the issuance and sale of capital stock of the Borrower
(including upon any conversion of debt securities of the Borrower into such
capital stock).

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     (b)  Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio as
of the end of any fiscal quarter of the Borrower to be less than the ratio set
forth below opposite such fiscal quarter:

                                                         Minimum Fixed Charge
                Fiscal Quarters Ending                      Coverage Ratio
            -------------------------------------------------------------------
             June 30, 2002                                   1.25 to 1

             September 30, 2002 and each fiscal              1.50 to 1
             quarter thereafter

     (c)  Leverage Ratio. Permit the Leverage Ratio as of the end of any fiscal
quarter of the Borrower set forth below to be greater than the ratio set forth
below opposite such fiscal quarter:

                                                                Maximum
                Fiscal Quarters Ending                       Leverage Ratio
            -------------------------------------------------------------------
             June 30, 2002 and September 30, 2003            3.25 to 1

             December 31, 2003 and each fiscal               3.00 to 1
             quarter thereafter

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

     8.01 Events of Default. Any of the following shall constitute an Event of
Default:

     (a)  Non-Payment. The Borrower or any other Loan Party fails to pay (i)
when and as required to be paid herein, and in the currency required hereunder,
any amount of principal of any Loan, or any L/C Obligation, or (ii) within three
days after the same becomes due, any interest on any Loan or on any L/C
Obligation, or any commitment, facility or other fee due hereunder, or (iii)
within five days after the same becomes due, any other amount payable hereunder
or under any other Loan Document; or

     (b)  Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.03, 6.05, 6.10, or 6.12 or
Article VII; or

     (c)  Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days; or

     (d)  Representations and Warranties. Any representation or warranty made or
deemed made by the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect when made or deemed made; or

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<PAGE>

     (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guaranty
Obligation (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating to any
such Indebtedness or Guaranty Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, or to permit the holder
or holders of such Indebtedness or the beneficiary or beneficiaries of such
Guaranty Obligation (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guaranty Obligation to become payable or
cash collateral in respect thereof to be demanded; or (ii) there occurs under
any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which the
Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap
Contract) or (B) any Termination Event (as so defined) under such Swap Contract
as to which the Borrower or any Subsidiary is an Affected Party (as so defined)
and, in either event, the Swap Termination Value owed by the Borrower or such
Subsidiary as a result thereof is greater than the Threshold Amount; or

     (f) Insolvency Proceedings, Etc. Any Loan Party institutes or consents to
the institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or

     (g) Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable
or admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of
any such Person and is not released, vacated or fully bonded within 30 days
after its issue or levy; or

     (h) Judgments. There is entered against any Loan Party (i) a final judgment
or order for the payment of money in an aggregate amount exceeding the Threshold
Amount (to the extent not covered by independent third-party insurance as to
which the insurer does not dispute coverage), or (ii) any non-monetary final
judgment that has, or could reasonably be expected to have, a Material Adverse
Effect and, in either case, (A) enforcement proceedings are commenced by any
creditor upon such judgment or order, or (B) there is a period of 20 consecutive
days during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect, or (C) any final judgment is not paid or
otherwise satisfied within a period of 20 days from the date of judgment; or

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<PAGE>

     (i)  ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

     (j)  Change of Control. There occurs any Change of Control with respect to
any Loan Party; or

     (k)  Guarantor Default; Invalidity of Guaranty. Any Guarantor shall fail to
perform or observe any term, covenant or agreement contained in any Guaranty
Agreement on its part to be performed or observed, or any default shall occur
under any Guaranty Agreement, and any such failure or default shall continue
after the applicable grace period, if any, specified in such Guaranty Agreement
as of the date of such failure, or any defined "Event of Default" as defined in
any Guaranty Agreement shall have occurred and is continuing; or any Guaranty
Agreement shall for any reason be revoked or invalidated, or otherwise cease to
be in full force and effect (except as expressly permitted hereunder), or any
Guarantor or any other Person shall contest in any manner the validity or
enforceability thereof or deny that it has any further liability or obligation
thereunder; or

     (l)  Failure of Security. Any Collateral Document ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any respect; or the Administrative Agent
shall not have or shall cease to have a valid and perfected Lien of first
priority (other than Liens expressly permitted to be prior to such Lien pursuant
to Section 7.01) in the Collateral purported to be covered thereby having a fair
market value, individually or in the aggregate, exceeding $1,000,000, in each
case for any reason other than (i) the agreement of all the Lenders or
satisfaction in full of all the Obligations or (ii) the failure of the
Administrative Agent or any Lender to take any action within its exclusive
control; or

     (m)  Invalidity of Loan Documents. Any other Loan Document or any provision
thereof, at any time after its execution and delivery and for any reason other
than the agreement of all the Lenders or satisfaction in full of all the
Obligations, ceases to be in full force and effect, or is declared by a court of
competent jurisdiction to be null and void, invalid or unenforceable in any
respect; or any Loan Party denies that it has any or further liability or
obligation under any other Loan Document, or purports to revoke, terminate or
rescind any Loan Document.

     8.02 Remedies Upon Event of Default. If any Event of Default occurs and is
continuing, the Administrative Agent shall or, in respect of subsection (d)
below, the Administrative Agent or the Security Trustee shall, at the request
of, or may, with the consent of, the Required Lenders take any or all of the
following actions,

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     (a)  declare the commitment of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;

     (b)  declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

     (c)  require that the Borrower Cash Collateralize the L/C Obligations (in
an amount equal to the Dollar Equivalent Outstanding Amount thereof, as such
amount may vary from time to time); and

     (d)  exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

     8.03 Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent, or, if applicable, the Security Trustee, in the following order:

     First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent or the Security
Trustee in its capacity as such;

     Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

     Third, to payment of that portion of the Obligations constituting (i)
accrued and unpaid interest on the Loans and L/C Borrowings, (ii) accrued and
unpaid interest on the advances to, and debts of, the Borrower and its
Subsidiaries arising under the Overdraft Facility Agreements and (iii) with
respect to any Swap Contract between any Lender or any Affiliate of any Lender,
to the extent such Swap Contract is permitted by Section 7.03(e), any fees,
premiums and scheduled periodic payments due under such Swap Contract and any
interest accrued thereon, ratably among the Lenders and their Affiliates in
proportion to the respective amounts described in this clause Third payable to
them;

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     Fourth, to payment of that portion of the Obligations constituting (i)
unpaid principal of the Loans and L/C Borrowings, (ii) unpaid principal of the
advances to, and debts of, the Borrower and its Subsidiaries arising under the
Overdraft Facility Agreements and (iii) with respect to any Swap Contract
between any Lender or any Affiliate of any Lender, to the extent such Swap
Contract is permitted by Section 7.03(e), any breakage, termination or other
payments due under such Swap Contract and any interest accrued thereon, ratably
among the Lenders and their Affiliates in proportion to the respective amounts
described in this clause Fourth held by them;

     Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

     Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                  ARTICLE IX.
                    ADMINISTRATIVE AGENT AND SECURITY TRUSTEE

     9.01 Appointment and Authorization of Administrative Agent.

     (a)  Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

     (b) The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith until such
time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for the

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L/C Issuer with respect thereto; provided, however, that the L/C Issuer shall
have all of the benefits and immunities (i) provided to the Administrative Agent
in this Article IX with respect to any acts taken or omissions suffered by the
L/C Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and the application and agreements for letters of credit pertaining
to the Letters of Credit as fully as if the term "Administrative Agent" as used
in this Article IX included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C
Issuer.

     9.02 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

     9.03 Liability of Administrative Agent. No Agent-Related Person shall (a)
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or for the value of or title to any Collateral, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of any Loan Party or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.

     9.04 Reliance by Administrative Agent.

     (a)  The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the

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Lenders, if required hereunder, and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders and participants.
Where this Agreement expressly permits or prohibits an action unless the
Required Lenders otherwise determine, the Administrative Agent shall, and in all
other instances, the Administrative Agent may, but shall not be required to,
initiate any solicitation for the consent or a vote of the Lenders.

         (b)  For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

         9.05 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

         9.06 Credit Decision; Disclosure of Information by Administrative
Agent. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, the
value of and title to any Collateral, and all applicable bank or other
regulatory Laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrower
and the other Loan Parties hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent

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herein, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.

         9.07 Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Person's own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the Required
Lenders shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section 9.07 Without limitation of the foregoing, each Lender
shall reimburse the Administrative Agent upon demand for its ratable share of
any costs or out-of-pocket expenses (including Attorney Costs and costs and
expenses in connection with the use of IntraLinks, Inc. or other similar
information transmission systems in connection with this Agreement) incurred by
the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section 9.07 shall survive
termination of the Aggregate Commitments, the payment of all Obligations
hereunder and the resignation or replacement of the Administrative Agent.

         9.08 Administrative Agent in its Individual Capacity. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though Bank of
America were not the Administrative Agent or the L/C Issuer hereunder and
without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Administrative Agent shall be under
no obligation to provide such information to them. With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as
any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent or the L/C Issuer, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

         9.09 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders; provided
that any such resignation by Bank of America shall also constitute its
resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent
resigns under this Agreement, the Required Lenders shall appoint from among the
Lenders a successor administrative agent for the Lenders which successor

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administrative agent shall be consented to by the Borrower at all times other
than during the existence of an Event of Default (which consent of the Borrower
shall not be unreasonably withheld or delayed). If no successor administrative
agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Borrower, a successor administrative agent from among
the Lenders. Upon the acceptance of its appointment as successor administrative
agent hereunder, the Person acting as such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent, L/C Issuer and Swing Line Lender and the respective terms "Administrative
Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor
administrative agent, Letter of Credit issuer and swing line lender, and the
retiring Administrative Agent's appointment, powers and duties as Administrative
Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's
rights, powers and duties as such shall be terminated, without any other or
further act or deed on the part of such retiring L/C Issuer or Swing Line Lender
or any other Lender, other than the obligation of the successor L/C Issuer to
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement. If no successor administrative agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

         9.10 Collateral and Guaranty Matters. The Lenders irrevocably authorize
the Administrative Agent, at its option and in its discretion,

              (a) to release any Lien on any property granted to or held by the
         Administrative Agent under any Loan Document (i) upon termination of
         the Aggregate Commitments and payment in full of all Obligations (other
         than contingent indemnification obligations) and the expiration or
         termination of all Letters of Credit, (ii) that is sold or to be sold
         as part of or in connection with any sale permitted hereunder or under
         any other Loan Document, (iii) consisting of an instrument evidencing
         Indebtedness or other debt instrument, if the indebtedness evidenced
         thereby has been paid in full, or (iv) subject to Section 10.01, if
         approved, authorized or ratified in writing by the Required Lenders;

              (b) to subordinate any Lien on any property granted to or held by
         the Administrative Agent under any Loan Document to the holder of any
         Lien on such property that is permitted by Section 7.01(i); and

              (c) to release any Guarantor from its obligations under any
         Guaranty Agreement if such Person ceases to be a Subsidiary as a result
         of a transaction permitted hereunder.

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         Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
or subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under any Guaranty Agreement pursuant
to this Section 9.10.

         9.11 Appointment of Security Trustee. Each Lender and the
Administrative Agent hereby appoints (and each other party to this Agreement
acknowledges the appointment of) the Security Trustee to act as its trustee
under and in relation to the Loan Documents to which the Security Trustee is a
party pursuant to this Agreement to hold the Trust Property as trustee for the
Administrative Agent and the Lenders on the trusts and other terms contained in
the Loan Documents to which the Security Trustee is a party and the
Administrative Agent and each Lender hereby irrevocably authorize the Security
Trustee to exercise such rights, powers and discretions as are specifically
delegated to the Security Trustee by the terms of the Loan Documents to which
the Security Trustee is a party together with all such rights, powers and
discretions as are reasonably incidental thereto.

         9.12 Successor Security Trustee. The Security Trustee may resign its
appointment under this Agreement and the Loan Documents to which the Security
Trustee is a party at any time upon 30 days' prior notice to the Borrower, the
Administrative Agent, and the Lenders. If the Security Trustee shall resign as
Security Trustee under this Agreement and the other Loan Documents to which the
Security Trustee is a party, then the Required Lenders shall appoint from among
the Lenders a successor to the Security Trustee, which successor to the Security
Trustee shall be approved by the Borrower, whereupon such successor to the
Security Trustee shall succeed to the rights, powers and duties of the Security
Trustee, and the term "Security Trustee" shall mean such successor effective
upon such appointment and approval, and the former Security Trustee's rights,
powers and duties as Security Trustee shall be terminated, without any other or
further act or deed on the part of such former Security Trustee or any of the
parties to this Agreement. After any retiring Security Trustee's resignation as
Security Trustee, the provisions of this Article IX shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Security
Trustee under this Agreement and the Loan Documents to which the Security
Trustee is a party. If a successor to the Security Trustee is appointed under
the provisions of this Section 9.12 then the retiring Security Trustee shall be
discharged from any further obligations under this Agreement and the Loan
Documents to which the Security Trustee is a party but shall remain entitled to
the benefit of the provisions of this Section 9.12.

         9.13 Protection of Security Trustee. The benefits conferred on the
Administrative Agent pursuant to this Article IX regarding rights to
indemnification and the exercise of its rights, powers, authorizations,
discretions, duties and responsibilities pursuant to this Agreement and any
other Loan Document to shall also be conferred, where appropriate, on the
Security Trustee in relation this Agreement and the other Loan Documents to
which the Security Trustee is a party, and references to the Administrative
Agent in this Article IX shall be read and construed as references to the
Administrative Agent and/or Security Trustee accordingly.

         9.14 Other Agents; Lead Managers. None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a
"syndication agent," "documentation agent," "co-agent," "book manager," "lead
arranger," "co-arranger" or "lead manager" shall have any right, power,
obligation, liability, responsibility or duty under this

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Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, none of the Lenders or other Persons so identified shall have or
be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders or
other Persons so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent or, in the case of
any Loan Document to which the Security Trustee is a party, the Security
Trustee, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:

         (a)   waive any condition set forth in Sections 4.01(a) through (c)
without the written consent of each Lender;

         (b)   extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

         (c)   postpone any date fixed by this Agreement or any other Loan
Document for any payment or mandatory prepayment of principal, interest, fees or
other amounts due to the Lenders (or any of them) hereunder or under any other
Loan Document without the written consent of each Lender directly affected
thereby;

         (d)   reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso
to this Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document, or change the manner of computation of any financial ratio
(including any change in any applicable defined term) used in determining the
Applicable Rate that would result in a reduction of any interest rate on any
Loan or any fee payable hereunder without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the
Required Lenders shall be necessary to amend the definition of "Default Rate" or
to waive any obligation of the Borrower to pay interest at the Default Rate;

         (e)   change Section 2.13 or Section 8.03 in a manner that would alter
the pro rata sharing of payments required thereby without the written consent of
each Lender;

         (f)   change any provision of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender;

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         (g)   amend the definition of "Alternative Currency" without the
written consent of each Lender;

         (h)   release any Guarantor from any Guaranty Agreement without the
written consent of each Lender; or

         (i)   release or otherwise subordinate all or substantially all of the
Collateral without the written consent of each Lender, except as otherwise may
be provided in the Collateral Document or except where the consent of the
Required Lenders only is specifically provided for;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Letter
of Credit Application relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iv) the Agent/Arranger Fee Letter may be amended, or rights
or privileges thereunder waived, in a writing executed only by the parties
thereto. Notwithstanding anything to the contrary herein, any Lender that has
failed to fund any portion of any Credit Extension required to be funded by it
hereunder or that has a Voting Percentage deemed to be zero shall not have any
right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

         10.02 Notices and Other Communications; Facsimile Copies.

         (a)   General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 10.02; or, in the case of the Borrower, the
Administrative Agent, the Security Trustee, the L/C Issuer or the Swing Line
Lender, to such other address as shall be designated by such party in a notice
to the other parties, and in the case of any other party, to such other address
as shall be designated by such party in a notice to the Borrower, the
Administrative Agent, the L/C Issuer and the Swing Line Lender. All such notices
and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt and (ii) (A) if delivered by hand or by courier,
when signed for by the intended recipient; (B) if delivered by mail, four
Business Days after deposit in the mails, postage prepaid; (C) if delivered by
facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the
provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent, the L/C Issuer and
the Swing Line Lender pursuant to Article II shall not be effective until
actually received by such Person. Any notice or other communication permitted to
be given, made or confirmed by telephone hereunder shall be given, made or
confirmed by means of a telephone call to the intended recipient at the number
specified on Schedule 10.02, it being understood and agreed that a voicemail
message shall in no event be effective as a notice, communication or
confirmation hereunder.

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         (b)   Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on all
Loan Parties, the Administrative Agent, the Security Trustee and the Lenders.
The Administrative Agent and the Security Trustee may also require that any such
documents and signatures be confirmed by a manually-signed original thereof;
provided, however, that the failure to request or deliver the same shall not
limit the effectiveness of any facsimile document or signature.

         (c)   Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used for any other purpose.

         (d)   Reliance by Administrative Agent, Security Trustee and Lenders.
The Administrative Agent, the Security Trustee and the Lenders shall be entitled
to rely and act upon any notices (including telephonic Committed Loan Notices
and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower
even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the good faith reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent or the Security Trustee may
be recorded by the Administrative Agent or the Security Trustee, as the case may
be, and each of the parties hereto hereby consents to such recording.

         10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the
Administrative Agent or the Security Trustee to exercise, and no delay by any
such Person in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

         10.04 Attorney Costs, Expenses and Taxes. Except as otherwise provided
in Section 6.10, the Borrower agrees (a) to pay or reimburse the Administrative
Agent and the Security Trustee for all costs and expenses they have each
incurred in connection with the development, preparation, negotiation and
execution of this Agreement and the other Loan Documents and any amendment,
waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs and costs and
expenses in connection with the use of IntraLinks, Inc. or other similar
information transmission systems in connection with this Agreement, and

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         (b)   to pay or reimburse the Administrative Agent or, as appropriate,
the Security Trustee, and, in either case, each Lender for all costs and
expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by the Administrative Agent
or the Security Trustee and the cost of independent public accountants and other
outside experts retained by the Administrative Agent, the Security Trustee or
any Lender. The agreements in this Section 10.04 shall survive the termination
of the Aggregate Commitments and repayment of all other Obligations.

         10.05 Indemnification by the Borrower. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the "Indemnitees") from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses and disbursements (including Attorney Costs) of any kind
or nature whatsoever which may at any time be imposed on, incurred by or
asserted against any such Indemnitee in any way relating to or arising out of or
in connection with (a) the execution, delivery, enforcement, performance or
administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the
consummation of the transactions contemplated thereby, (b) any Commitment, Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), or (c) any actual
or alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Borrower or any other Loan Party,
or any Environmental Liability related in any way to the Borrower or any other
Loan Party, or (d) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and
regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the "Indemnified Liabilities"), in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks, Inc. or other similar information transmission systems in
connection with this Agreement. The agreements in this Section 1005 shall
survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all the other Obligations. All amount due under this Section 10.05
shall be payable within ten Business Days after demand therefor.

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         10.06 Payments Set Aside. To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent, the Security Trustee
or any Lender, or the Administrative Agent, the Security Trustee or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off
or any part thereof (or the Dollar Equivalent amount thereof) is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent,
the Security Trustee or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such set-off had not occurred, and (b) each Lender severally agrees to pay to
the Administrative Agent or, as appropriate, the Security Trustee, upon demand
its applicable share of any amount so recovered from or paid by the
Administrative Agent or the Security Trustee, plus interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal
to the Federal Funds Rate from time to time in effect, in the applicable
currency of such recovery or payment.

         10.07 Successors and Assigns.

         (a)   The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) below and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

         (b)   Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that (i) except in the case of an
assignment of the entire remaining amount of the assigning Lender's Commitment
and the Loans at the time owing to it or in the case of an assignment to a
Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender,
the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) subject to each such assignment, determined as of the
date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent or, if "Trade Date" is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the
case of any assignment of a Commitment unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed), (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except that
this clause (ii) shall not apply to rights in respect of Swing Line Loans, and
(iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together

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with a processing and recordation fee of $3,500. Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) below,
from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, and 10.05 with respect to facts and circumstances occurring
prior to the effective date of such assignment). Upon request, the Borrower (at
its expense) shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
below.

         (c)   The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

         (d)   Any Lender may at any time, without the consent of, or notice to,
the Borrower, the Administrative Agent or the Security Trustee, sell
participations to any Person (other than a natural person or the Borrower or any
of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or
a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender's participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
that would (i) postpone any date upon which any payment of money is scheduled to
be paid to such Participant, (ii) reduce the principal, interest, fees or other
amounts payable to such Participant, (iii) release any Guarantor from any
Guaranty Agreement, or (iv) release all or substantially all of the Collateral.
Subject to subsection (e) below, the Borrower agrees that each Participant shall
be

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entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) above. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.09 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.14 as though it were
a Lender.

     (e)  A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.15 as though
it were a Lender.

     (f)  Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Notes, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

     (g)  If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have
given its consent five Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such fifth Business Day.

     (h)  As used herein, the following terms have the following meanings:

          "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
     (c) an Approved Fund; and (d) any other Person (other than a natural
     person) approved by (i) the Administrative Agent, the L/C Issuer and the
     Swing Line Lender, and (ii) unless (A) such Person is taking delivery of an
     assignment in connection with physical settlement of a credit derivative
     transaction or (B) an Event of Default has occurred and is continuing, the
     Borrower (each such approval not to be unreasonably withheld or delayed);
     provided that notwithstanding the foregoing, "Eligible Assignee" shall not
     include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

          "Fund" means any Person (other than a natural person) that is (or will
     be) engaged in making, purchasing, holding or otherwise investing in
     commercial loans and similar extensions of credit in the ordinary course of
     its business.

          "Approved Fund" means any Fund that is administered or managed by (a)
     a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
     an entity that administers or manages a Lender.

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     (i)    Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon 30 days' notice to the
Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon five Business
Days' notice to the Borrower, terminate the Swing Line. In the event of any such
resignation as L/C Issuer or termination of the Swing Line, the Borrower shall
be entitled to appoint from among the Lenders a successor L/C Issuer or Swing
Line Lender hereunder; provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of Bank of America as
L/C Issuer or the termination of the Swing Line, as the case may be. Bank of
America shall retain all the rights and obligations of the L/C Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of
its resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Committed Loans or
fund participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If
Bank of America terminates the Swing Line, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such termination, including
the right to require the Lenders to make Base Rate Committed Loans or fund
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

     10.08  Confidentiality. Each of the Administrative Agent, the Security
Trustee and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential); (b) to the extent requested by any regulatory authority; (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process; (d) to any other party to this Agreement; (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder;
(f) subject to an agreement containing provisions substantially the same as
those of this Section 10.08, to (i) any Eligible Assignee of or Participant in,
or any prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of the Borrower; (g) with the consent of the
Borrower; (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section 10.08 or (ii) becomes
available to the Administrative Agent, the Security Trustee or any Lender on a
nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates. In
addition, the Administrative Agent, the Security Trustee and the Lenders may
disclose the existence of this Agreement and information about this Agreement to
market data collectors, similar service providers to the lending industry, and
service providers to the Administrative Agent, the Security Trustee and the
Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Credit Extensions. For the
purposes of this Section 10.08, "Information" means all information received
from the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative

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Agent or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information (other than financial
information all of which is deemed to be confidential) received from the
Borrower after the date hereof, such information is clearly identified in
writing at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section 10(h) shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

     10.09 Set-off. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to such Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent, the Security Trustee or such Lender shall have made demand
under this Agreement or any other Loan Document and although such Obligations
may be contingent or unmatured or denominated in a currency different than that
of the deposit account. Each Lender agrees promptly to notify the Borrower, the
Administrative Agent or, as appropriate, the Security Trustee, after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application

     10.10 Interest Rate Limitation. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent,
the Security Trustee or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by the
Administrative Agent, the Security Trustee or a Lender exceeds the Maximum Rate,
such Person may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
amortize, prorate, allocate, and spread in equal or unequal parts the total
amount of interest throughout the contemplated term of the Obligations.

     10.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     10.12 Integration. This Agreement, together with the other Loan Documents,
comprises the complete, final and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. This Agreement and the other Loan Documents may
not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties, and there are no unwritten oral

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agreements among the parties. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent, the
Security Trustee or the Lenders in any other Loan Document shall not be deemed a
conflict with this Agreement. Each Loan Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.

     10.13 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent, the Security Trustee and each Lender, regardless of any
investigation made by the Administrative Agent, the Security Trustee or any
Lender or on their behalf and notwithstanding that the Administrative Agent, the
Security Trustee or any Lender may have had notice or knowledge of any Default
or Event of Default at the time of any Credit Extension, and shall continue in
full force and effect as long as any Loan or any other Obligation shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

     10.14 Severability. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party 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, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     10.15 Tax Forms. (a) Each Lender that is not a "United States person"
within the meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower
and the Administrative Agent that such Person is entitled to an exemption from,
or reduction of, U.S. withholding tax. Thereafter and from time to time, each
such Person shall (i) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Person by the Borrower pursuant to this Agreement, (ii) promptly
notify the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (iii) take such
steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws that the

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Borrower make any deduction or withholding for taxes from amounts payable to
such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest
payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction.

     (b)   Upon the request of the Administrative Agent, each Lender that is a
"United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Administrative Agent two duly signed completed copies of
IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.

     (c)   If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section 10(o), and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section 10(o) shall survive the termination of the Aggregate Commitments,
repayment of all Obligations and the resignation or replacement of the
Administrative Agent.

     (d)   The obligation of the Lenders under this Section 10(o) shall survive
the termination of the Aggregate Commitments, repayment of all Obligations and
the resignation or replacement of the Administrative Agent.

     10.16 Governing Law.

     (a)   THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF WASHINGTON APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT,
THE SECURITY TRUSTEE AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

     (b)   ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF WASHINGTON
SITTING IN SEATTLE, KING COUNTY, WASHINGTON OR OF THE UNITED STATES FOR THE
WESTERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE BORROWER, THE ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE AND EACH LENDER
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT, THE
SECURITY TRUSTEE AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT

                                       93

<PAGE>

OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT, THE
SECURITY TRUSTEE AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
THE LAW OF SUCH STATE.

     10.17 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT, SUBJECT TO
SECTION 10(r), ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

     10.18 Mandatory Arbitration.

     (a)   This Section concerns the resolution of any controversies or claims
among or between the Borrower, the Lenders, the Administrative Agent and the
Security Trustee, whether arising in contract, tort or by statute, that arise
out of or relate to this Agreement and the other Loan Documents (collectively a
"Claim"). At the request of the Borrower, any Lender, the Administrative Agent
or the Security Trustee, any Claim shall be resolved by arbitration in
accordance with the Federal Arbitration Act (Title 9, United States Code) (the
"Act"). The Act will apply even though this Agreement provides that it is
governed by the Laws of the state of Washington. Nothing contained in this
Section 10(r) shall override any contrary provision contained in any Swap
Contract.

     (b)   Arbitration proceedings will be determined in accordance with the
Act, the rules and procedures for the arbitration of financial services disputes
of JAMS/Endispute, LLC, a Delaware limited liability company or any successor
thereof ("JAMS"), and the terms of this Section 10(r). In the event of any
inconsistency, the terms of this Section 10(r) shall control. The arbitration
shall be administered by JAMS and conducted in Seattle, Washington. All Claims
shall be determined by one arbitrator; provided, however, that if Claims exceed
$5,000,000, upon the request of any party, the Claims shall be decided by three
arbitrators. All arbitration hearings shall commence within 90 days of the
demand for arbitration and close within 90 days of commencement and the award of
the arbitrator(s) shall be issued within 30 days of the close of the hearing;
provided, however, that the arbitrator(s), upon a showing of good cause, may
extend the commencement of the hearing for up to an additional 60 days. The
arbitrator(s) shall provide a concise written statement of reasons for the
award. The arbitration award may be submitted to any court having jurisdiction
to be confirmed and enforced. The arbitrator(s) will have the authority to
decide whether any Claim is barred by the statute of limitations and, if so, to
dismiss the arbitration on that basis. For purposes of the application of

                                       94

<PAGE>

the statute of limitations, the service on JAMS under applicable JAMS rules of a
notice of Claim is the equivalent of the filing of a lawsuit. Any dispute
concerning this arbitration provision or whether a Claim is arbitrable shall be
determined by the arbitrator(s). The arbitrator(s) shall have the power to award
legal fees pursuant to the terms of this Agreement.

     (c)   This Section 10.18 does not limit the right of the Borrower, any
Lender, the Administrative Agent or the Security Trustee to: (i) exercise
self-help remedies, such as but not limited to, setoff; (ii) initiate judicial
or nonjudicial foreclosure against any real or personal property collateral;
(iii) exercise any judicial or power of sale rights; or (iv) act in a court of
law to obtain an interim remedy, such as but not limited to, injunctive relief,
writ of possession or appointment of a receiver, or additional or supplementary
remedies. The filing of a court action is not intended to constitute a waiver of
the right of the Borrower, any Lender, the Administrative Agent or the Security
Trustee, including the suing party, thereafter to require submittal of the Claim
to arbitration.

     10.19 Designated Senior Indebtedness. The parties hereto expressly agree
that all advances to, and all debts, liabilities, obligations, covenants and
duties of, the Borrower arising or created under or evidenced by this Agreement
or any other Loan Document, whether direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, including all Committed
Loans, Swing Line Loans and L/C Obligations shall be "Designated Senior
Indebtedness" for purposes of that certain Indenture dated as of March 13, 2000,
between the Borrower and The Bank of New York, a New York banking corporation,
as trustee under such Indenture.

     10.20 Time of the Essence. Time is of the essence of the Loan Documents.

     10.21 Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan Document
in one currency into another currency, the rate of exchange used shall be that
at which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of the Borrower
in respect of any such sum due from it to the Administrative Agent, the Security
Trustee or the Lenders hereunder or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the "Judgment Currency") other than
that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the "Agreement Currency"), be discharged only to
the extent that on the Business Day following receipt by the Administrative
Agent or the Security Trustee, as appropriate, of any sum adjudged to be so due
in the Judgment Currency, the Administrative Agent or, as appropriate, the
Security Trustee, may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the sum originally due to the Administrative
Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent, the Security Trustee and each Lender to whom such
obligation was owing against such loss. If the amount of the Agreement Currency
so purchased is greater than the sum originally due to the Administrative Agent,
the Security Trustee or such Lender in such currency, the Administrative Agent,
the Security Trustee or such Lender, as appropriate, agrees to return the amount
of any excess paid to it to the Borrower (or to any other Person who may be
entitled thereto under applicable law).

                                       95

<PAGE>

     10.22 Oral Agreements. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                      GETTY IMAGES, INC.


                                      By:  /s/ Elizabeth J. Huebner
                                          --------------------------------------
                                      Name:  Elizabeth J. Huebner
                                            ------------------------------------
                                      Title:  SVP and Chief Financial Officer
                                             -----------------------------------


                                      BANK OF AMERICA, N.A., as Administrative
                                      Agent and Security Trustee


                                      By:  /s/ Ken Puro
                                          --------------------------------------
                                      Name:  Ken Puro
                                            ------------------------------------
                                      Title:  Vice President
                                             -----------------------------------


                                      BANK OF AMERICA, N.A., as a Lender, L/C
                                      Issuer and Swing Line Lender


                                      By:  /s/ Martin R. Loken
                                          --------------------------------------
                                      Name:  Martin R. Loken
                                            ------------------------------------
                                      Title:  Senior Vice President
                                             -----------------------------------


                                      HSBC BANK, PLC, as a Lender


                                      By:  /s/ Tim Bolton
                                          --------------------------------------
                                      Name:  Tim Bolton
                                            ------------------------------------
                                      Title:  Relationship Manager
                                             -----------------------------------

                                       96

<PAGE>

                                       KEY CORPORATE CAPITAL, INC., as a Lender


                                       By:      /s/ Thomas A. Crandall
                                           -------------------------------------
                                       Name:    Thomas A. Crandall
                                             -----------------------------------
                                       Title:   Senior Vice President
                                              ----------------------------------


                                       U.S. BANK NATIONAL ASSOCIATION, as a
                                       Lender


                                       By:      /s/ Christine M. Bomgardner
                                           -------------------------------------
                                       Name:    Christine M. Bomgardner
                                             -----------------------------------
                                       Title:   Vice President
                                              ----------------------------------

                                       97

<PAGE>

                                                                   SCHEDULE 1.01

                               MANDATORY COST RATE

     The Mandatory Cost Rate is an addition to the interest rate on a Loan to
compensate a Lender for the cost attributable to such Loan resulting from the
imposition from time to time under the Bank of England Act 1998 (the "Act")
and/or by the Bank of England and/or the Financial Services Authority (the
"FSA") (or other United Kingdom governmental authorities or agencies) of a
requirement to place non-interest-bearing deposits or Special Deposits (whether
interest-bearing or not) with the Bank of England and/or pay fees to the FSA
calculated by reference to liabilities used to fund such a Loan.

     The Mandatory Cost Rate will be the percentage rate per annum (or the
arithmetical average of the percentage rates where there is more than one
Mandatory Cost Reference Lender supplying the same) determined by the
Administrative Agent (rounded upward to the next 1/1000th of 1%) as the rate
resulting from the application (as appropriate) of the following formulae:

     (a)   in relation to Loans or other unpaid amounts denominated in Sterling:

                            XL + S(L - D) + F x 0.01

                                 100 - (X + S)

     (b)   in relation to Loans or other unpaid amounts denominated in any
currency other than Sterling:

                                    F x 0.01

                                       300

     where, in each case, on the day of application of the formula:

     X     is the percentage of Eligible Liabilities (in excess of any stated
minimum) by reference to which such Mandatory Cost Reference Lender is required
under or pursuant to the Act to maintain cash ratio deposits with the Bank of
England;

     L     is the rate determined in accordance with subsection (a) of the
definition of "Eurocurrency Rate" applicable to such Loan;

     F     is the rate of charge payable by such Mandatory Cost Reference Lender
to the FSA pursuant to paragraphs 2.02 or 2.03 (as the case may be) of the Fees
Regulations (but for this purpose the figure at paragraph 2.02b or 2.03b (as the
case may be) shall be deemed to be zero) and expressed in pounds per (pound)1
million of the Fee Base of such Mandatory Cost Reference Lender;

                                        1

<PAGE>

     S     is the level of interest-bearing Special Deposits, expressed as a
percentage of Eligible Liabilities, which such Mandatory Cost Reference Lender
is required to maintain by the Bank of England (or other United Kingdom
governmental authorities or agencies); and

     D     is the percentage rate per annum payable by the Bank of England to
such Mandatory Cost Reference Lender on Special Deposits.

(X, L, S and D are to be expressed in the formula as numbers and not as
percentages. A negative result obtained from subtracting D from L shall be
counted as zero.)

The Mandatory Cost Rate for any Interest Period shall be calculated at or about
11:00 a.m. (London time) on the first day of such Interest Period for the
duration of such Interest Period.

The determination of the Mandatory Cost Rate in relation to any Interest Period
shall, in the absence of manifest error, be conclusive and binding on all
parties hereto.

If there is any change in circumstance (including the imposition of alternative
or additional requirements, including capital adequacy requirements) which in
the reasonable opinion of the Administrative Agent renders or will render the
above formula (or any element thereof, or any defined term used therein)
inappropriate or inapplicable, the Administrative Agent shall promptly notify
the Borrower and the Lenders thereof and (following consultation with the
Required Lenders) shall be entitled to vary the same with the prior written
consent of the Borrower, which shall not be unreasonably withheld. Any such
variation shall, in the absence of manifest error, be conclusive and binding on
all parties and shall apply from the date specified in a notice from the
Administrative Agent to the Borrower and the Lenders.

For the purposes of this Schedule:

     The terms "Eligible Liabilities" and "Special Deposits" shall bear the
meanings ascribed to them under or pursuant to the Act or by the Bank of England
(as may be appropriate), on the day of the application of the formula.

     "Fee Base" has the meaning ascribed to it for the purposes of, and shall be
calculated in accordance with, the Fees Regulations.

     "Fees Regulations" means, as appropriate, either:

           (a)  the Banking Supervision (Fees) Regulations 1999; or

           (b)  such other law or regulations as from time to time may be in
     force, relating to the payment of fees for banking supervision.

                                        2

<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES


         Lender                       Commitment         Pro Rata Share
-----------------------------------------------------------------------------
Bank of America, N.A.               $  25,000,000         29.411764705%
HSBC Bank plc                       $  20,000,000         23.529411765%
Key Corporate Capital, Inc.         $  20,000,000         23.529411765%
US Bank National Association        $  20,000,000         23.529411765%
                                    -------------         -------------
Total                               $  85,000,000        100.000000000%

                                        1

<PAGE>

                                                                   SCHEDULE 5.06

                                   LITIGATION


This schedule intentionally left blank.

                                       1

<PAGE>

                                                                   SCHEDULE 5.09

                              ENVIRONMENTAL MATTERS


This schedule intentionally left blank.

                                        1

<PAGE>

                                                                   SCHEDULE 5.13

                                  SUBSIDIARIES

                          AND OTHER EQUITY INVESTMENTS


Part (a).    Wholly Owned Subsidiaries.

                                                   Jurisdiction of
Companies                                          Incorporation    Trading Name

Agence Ernoult Features S.A.                              France
All-Sport (UK) Limited                               England and
                                                           Wales
Allsport Australia Pty Limited                         Australia
Allsport Photographic Limited                        England and
                                                           Wales
Allsport Photography USA, Inc.                        California
Archive Holdings, Inc.                                  New York
Artville LLC                                           Wisconsin
Bavaria Bildagentur GmbH                                 Germany
Bavaria Bildagentur Verwaltungsgesellschaft              Germany
GmbH
Bildagentur (Austria) GmbH                               Austria
Colorific Photo Library Limited                      England and
                                                           Wales
Definitive Stock, Inc.                                  Delaware
Design Online LLC                                       Delaware
Eyewire Partners Company                                  Canada
Eyewire Services, Inc.                                    Canada
Eyewire, Inc.                                           Delaware
Fabulous Footage Inc.                              Massachusetts
Film Search, Inc.                                       New York
Fotogram Stone S.A.R.L.                                   France
Fototeca Stone S.L.                                        Spain
FPG Canada, Incorporated                                  Canada
FPG International Group, Inc.                           Delaware
FPG International LLC                                   Delaware
Getty Communications Group Finance Limited           England and
                                                           Wales
Getty Communications Limited                         England and
                                                           Wales
Getty Images (Canada), Inc.                               Canada
Getty Images (Management Company) LLC                 California
Getty Images (Photographers), Inc.                    California
Getty Images (Seattle), Inc.                          Washington       PhotoDisc

                                        1

<PAGE>


Getty Images (Thailand) Co., Ltd.                 Thailand
Getty Images (UK) Limited                      England and
                                                     Wales
Getty Images (US), Inc.                           New York        The Image Bank
Getty Images Bvb.A.                                Belgium
Getty Images Denmark Ap.S.                         Denmark
Getty Images Do Brasil Ltda.                        Brazil
Getty Images Dubai                                   Dubai
Getty Images Finance S.A.R.L.                       France
Getty Images France S.A.R.L.                        France
Getty Images Holding France S.A.                    France
Getty Images Holland B.V.                          Holland
Getty Images Hong Kong Limited                   Hong Kong
Getty Images Japan, Inc.                             Japan
Getty Images Limited                           England and
                                                     Wales
Getty Images New Zealand Ltd.                  New Zealand
Getty Images Pte Limited                         Singapore
Getty Images Pty Ltd.                            Australia
Getty Images S.L.                                    Spain
Getty Images S.R.L.                                  Italy
Getty Images South America LLC                    Delaware
Getty Images Sweden A.B.                            Sweden
Getty Images Thailand, Inc.                     Washington
Getty Images, Inc.                                Delaware
Getty Images/Chicago, Inc.                        Delaware
Gettyone Midwest, Inc.                            Delaware
Gettyone Northwest, Inc.                        Washington
Gettyone.Com, Inc.                              Washington
Hulton Archive Limited                         England and
                                                     Wales
Hulton Getty Holdings Limited                  England and
                                                     Wales
i/us Corporation                                    Canada
Imageways, Inc.                                   New York
IPL E-Pic Pty Limited                            Australia
IPL Profile Pty Limited                          Australia
iSwoop GmbH                                        Germany
iSwoop International Limited                       Ireland
iSwoop LLC                                        Delaware
iSwoop S.A.R.L.                                     France
Jacira Ag                                      Switzerland
Liaison Agency, Inc.                              New York
Newsmakers LLC                            Washington, D.C.
Online USA, Inc.                                California
Photodisc Australia Pty Limited                  Australia

                                       2

<PAGE>

Photodisc Deutschland GmbH                               Germany
Photodisc Do Brasil Ltda.                                 Brazil
Photodisc Europe Limited                             England and
                                                           Wales
Photodisc France S.A.R.L.                                 France
Photodisc International Inc.                            Barbados
Photodisc Scandinavia A.B.                                Sweden
Pix S.A.S.                                                France
Planet Earth Pictures Limited                        England and
                                                           Wales
R Stock Company                                         Delaware
R.E.D. Image Pty Limited                             England and
                                                           Wales
Space Frontiers Limited                              England and
                                                           Wales
Stockphotos, Inc.                                       New York
Stone America, Inc.                                     Illinois     Tony Stone
Sumer Australasia Pty Limited                          Australia
Superstock Austrailia Pty Ltd.                         Australia
Swanstock, Inc.                                          Arizona
The Image Bank France S.A.                                France
The Image Bank South, Inc.                               Florida
The Image Bank Texas, Inc.                                 Texas
The Image Bank West, Inc.                                  Texas
The Image Bank, Inc.                                      Canada
The Telegraph Colour Library Limited                 England and
                                                           Wales
TIB Bildagentur GmbH                                     Austria
TIB Hong Kong Limited                                  Hong Kong
TIB Images Ltd.                                           Canada
TIB London Limited                                   England and
                                                           Wales
Tony Stone Associates GmbH                               Germany
Tony Stone Associates Limited                        England and
                                                           Wales
Tony Stone GmbH                                          Austria
Tony Stone Images/Canada, Inc.                            Canada
Tony Stone Images/Chicago, Inc.                         Illinois
Tony Stone Images/Los Angeles, Inc.                   California
Tony Stone Images/New York, Inc.                        New York
Tony Stone Images/Seattle, Inc.                       Washington
Tonystone.Com Ltd.                                       Bermuda
Tri-Energy Productions                                California    Energy Film
VCG Archive LLC                                         Delaware
VCG Deutschland GmbH                                     Germany
VCG Holdings LLC                                        Delaware

                                       3

<PAGE>


Visual Communications Group Holdings Limited                     England and
                                                                       Wales
Visual Communications Group Limited                              England and
                                                                       Wales
Visual Communications Limited                                    England and
                                                                       Wales

Part (b).     Other Equity Investments.

                           Jurisdiction of
     Companies               Incorporation    Trading Name    Ownership Interest

3032097 Nova Scotia                 Canada                    100% of Common
Company
                                                              0% of Exchangeable
                                                              Preferred
G + J Images, Inc.                New York                    49% of Common
irisart ltd.                      New York    Artland.com     39% of Series A
                                                              Preferred
Kodansha Images, Inc.             New York                    50% of Common
Online Music Co., Inc.            Delaware Licensemusic.com   76% of Preferred
                                                              Series B-1

                                                              16.5% of Preferred
                                                              Series D


Part (c).         Material Subsidiaries.

                                            Jurisdiction of
Companies                                     Incorporation      Trading Name

Getty Images (Canada), Inc.                          Canada
Getty Images (Photographers), Inc.               California
Getty Images (Seattle), Inc.                     Washington      PhotoDisc
Getty Images (UK) Limited                       England and
                                                      Wales
Getty Images (US), Inc.                            New York      The Image Bank
Getty Images Limited                            England and
                                                      Wales

                                        4

<PAGE>


                                                                   SCHEDULE 5.15

                              INTELLECTUAL PROPERTY

1.     Trademark Option Agreement dated February 9, 1998 between Getty Images,
       Inc. and Getty Investments L.L.C.

       Getty Investments L.L.C. is a limited liability company organized in the
       State of Delaware and is governed by a limited liability company
       agreement among four various Getty family trusts (the "Getty Trusts") and
       Transon Limited (the "Getty Investments Company Agreement"). Getty
       Investments L.L.C. owns approximately 18.5% of the outstanding shares of
       Getty Images' common stock as of December 31, 2001.

       The life income beneficiaries of the four Getty Trusts referred to above
       are children of J.P. Getty, and the remainder beneficiaries are his
       grandchildren (including Mr. Mark H. Getty, the Executive Chairman of
       Getty Images) and other descendants. Transon Limited is a company owned
       by Sir Paul Getty, one of the children of J.P. Getty.

       The Getty Investments Company Agreement provides that the Getty
       Investments Board consists of six directors. Of the six members of the
       Getty Investments Board, three (Mr. Getty, Mr. Jonathan D. Klein and Mr.
       Andrew S. Garb) are also directors of Getty Images. Mr. Getty serves as
       the Chairman of the Board of Directors of Getty Investments L.L.C. Mr.
       Klein is the Chief Executive Officer of Getty Images. There are currently
       no voting arrangements whereby one member of Getty Investments can
       control a majority of the members of the Getty Investments Board.

       Getty Images and Getty Investments have agreed that in the event that
       Getty Images becomes controlled by a third party or parties not
       affiliated with the Getty family, Getty Investments will have the right
       to call for an assignment to it, for a nominal sum, of all rights to the
       Getty Trademarks. Upon such assignment, Getty Images will have 12 months
       in which it will be permitted to continue to use the Getty Trademarks and
       thereafter will have to cease such use.

2.     Getty Trust Agreement.

       The Getty Trust is a California charitable trust, headquartered in Los
       Angeles, California. The Trust primarily provides museum, education, and
       entertainment services in the arts and humanities.

       The Trust and Getty Images are in vastly different businesses, however
       each has a number of trademark registrations and filings around the world
       utilizing the name "Getty." This has led to some effort and expense to
       determine on a case-by-case basis which filings should be agreed to,
       opposed, or otherwise handled. To ease the process of protecting each
       entity's intellectual property and business practices, the Trust and
       Getty Images have agreed to the framework of a Settlement Agreement
       outlining each party's right to their respective trademarks and filings,
       and securing a sensible and economically

                                        1

<PAGE>

       sound method of moving forward with additional trademark filings. This
       framework has already led to more artfully drafted applications, and a
       decrease in opposition filings. The parties have agreed on essential
       language of a document implementing the agreed framework, and anticipate
       executing an Agreement in July 2002.

3.     eData Matter.

       E-Data is a company whose primary business is pursuing settlements
       against companies it believes may infringe upon a questionably
       enforceable patent relating to methods of reproducing information (the
       "Freeny Patent"). They have accused Getty Images of infringing the Freeny
       Patent, and we have responded by providing a past Order demonstrating
       that we have already prevailed on a dispositive motion against E-Data on
       these same issues nearly four years ago.

       The summary of recent events is as follows:

       .      September 17, 1998, PhotoDisc Inc. (subsequently merged into Getty
              Images) obtains a Judgment dismissing it from a lawsuit filed by
              E-data on substantially similar claims to those currently alleged;

       .      February 15, 2002, Getty Images receives a letter from E-Data
              alleging that Getty Images may be infringing the Freeny Patent,
              and asking Getty Images to consider a licensing arrangement;

       .      March 20, 2002, counsel for Getty Images responds to E-Data,
              explaining that (1) Getty Images does not believe it infringes the
              Freeny Patent, and (2) Getty Images (through PhotoDisc) had
              previously obtained summary judgment against E-Data on these same
              issues;

       .      April 1, 2002, E-Data responds to Getty Images counsel,
              re-emphasizing its belief that Getty Images is infringing the
              Freeny Patent;

       .      May 31, 2002, E-Data sends an additional letter repeating its
              prior position, and threatening to add Getty Images to a group of
              defendants E-Data intends to sue for alleged violations of the
              Freeny Patent;

       .      June 7, 2002, counsel for Getty Images responds to E-Data,
              explaining the claim preclusion doctrine prohibits E-Data from
              adding Getty Images as a defendant, and encouraging them to drop
              their pursuit of an infringement claim.

       Neither Getty Images nor its counsel has received any additional
       communications from E-Data following the June 7, 2002 letter.

                                        2

<PAGE>

                                                                   SCHEDULE 7.01

                                 EXISTING LIENS

<TABLE>
<CAPTION>
                                                                    File Number and Date        Collateral
        Debtor                State           Secured Party                 Filed               Description
<S>                      <C>              <C>                     <C>                        <C>
Allsport Photography     California       Republic Leasing        No. 9827860801             Telephone systems
USA, Inc.                                                         Filed September 29, 1998

EyeWire, Inc.            Delaware         Adobe Systems, Inc.     No. 9847206                Intellectual property
                                                                  Filed October 23, 1998     rights defined in the
                                                                                             Asset Transfer
                                                                                             Agreement between Adobe
                                                                                             Systems, Inc. and
                                                                                             EyeWire, Inc. dated
                                                                                             August 5, 1999

Getty Images, Inc.       Delaware         Banc of America         No. 1144038                Furniture and
                                          Leasing & Capital, LLC  Filed October 19, 2001     equipment, etc.

                         Texas            ICI Commercial          No. 01-104534              Chattel paper and
                                          Refrigeration           Filed May 29, 2001         leased equipment

Getty Images (US),       New York         MCS Business            No. 112865                 Canon NP6351 Copier
Inc. (under The Image                     Solutions, Inc.         Filed May 28, 1998
Bank, Inc.)
                         New York         IBM Credit Corporation  No. 240892                 Computer, information
                                                                  Filed November 30, 1999    processing and other
                                                                                             peripheral equipment.

                         Texas            IBM Credit Corporation  No. 99-002387300           Computer, information
                                                                  Filed November 30, 1999    processing and other
                                                                                             peripheral equipment.

                         Texas            IBM Credit Corporation  No. 00-00401613            Computer, information
                                                                  Filed January 4, 2000      processing and other
                                                                                             peripheral equipment
                                                                                             and goods.
</TABLE>

                                        1

<PAGE>

                                                                   SCHEDULE 7.02

                              EXISTING INVESTMENTS


Please refer to Schedule 5.13.

                                        1

<PAGE>

                                                                   SCHEDULE 7.03

                              EXISTING INDEBTEDNESS

1.       On March 13, 2000, Getty Images, Inc. (the "Company") issued $250.0
         million of 5% convertible subordinated notes due March 15, 2007. These
         notes are convertible by the holder into common stock at $61.08 per
         share, subject to adjustments in certain circumstances, at any time on
         or before March 15, 2007, and are subordinated to senior indebtedness
         of the Company and to all debt and liabilities, including trade
         payables and lease obligations, if any, of the Company's subsidiaries.
         The Company may redeem the 5% notes, in whole or in part, at any time
         on or after March 20, 2003 at specified redemption prices ranging from
         102.857% beginning on March 20, 2003 to 100.714% beginning on March 15,
         2006.

                                        1

<PAGE>

                                                                   SCHEDULE 7.06

                                 EXISTING LEASES

Equipment Lease.

1.  Banc of America Leasing & Capital, LLC - $1,321,457,19 equipment lease 36
    mos. expiring November 5, 2004

Real Estate Leases.


1.  Amsterdam - A.J. Ernststraat 179A, 179B, 181, Amsterdam, Netherlands. Leased
    60 mos. expiring December 31, 2005 (3,122 sq. ft.)

2.  Barcelona - 3rd Floor, #200-210 Aribau, Barcelona, Spain. Leased 120 mos.
    expiring August 1, 2009 (8,180 sq. ft.)

3.  Brussels - Avenue Lacomble 52, Brussels 1040, Belgium. Leased 72 mos.
    expiring August 31, 2002 (2,347 sq. ft.)

4.  Calgary - Canadian Centre,  12th Floor, 833 Fourth Avenue S.W., Calgary,
    Alberta, Canada. Leased 24 mos. expiring June 30, 2004  (4,932 sq. ft.)

5.  Calgary - Canadian Centre, 7th and 8th Floors, 833 Fourth Avenue, S.W.,
    Calgary, Alberta T2P 3T5, Canada. Leased 12 mos. expiring June 30, 2002
    (28,406 sq. ft.)

6.  Chicago - Suite #900, 122 South Michigan Avenue, Chicago, Illinois
    60603-6194, United States. Leased 120 mos. expiring May 14, 2007
    (36,594 sq. ft.)

7.  Copenhagen - Osterbrogade 114, 1, Copenhagen 2100, Denmark. Leased 41 mos.
    expiring August 31, 2002  (3,099 sq. ft.)

8.  Dallas - Stemmons Place, Suite 600, 2777 Stemmons Freeway,  Dallas, Texas
    75207-2283, United States. Leased 120 mos. expiring February 28, 2006 (34,
    644 sq. ft.)

9.  Dallas - Reverchon Plaza, Suites 1150 & 1150A, 3500 Maple Avenue, Dallas,
    Texas 75219-3901, United States. Leased 60 mos. expiring March 31, 2004
    (3,855 sq. ft.)

10. Gauting - Germeringer Strasse 3, Gauting 82131, Germany. Leased 360 mos.
    expiring January 1, 2025  (4,429 sq. ft.)

11. Gauting - Germeringer Strasse 4, Gauting 82131, Germany. Leased 372 mos.
    expiring December 31, 2024 (6,546 sq. ft.)

                                        1

<PAGE>


12. Hamburg - Bahrenfelder Chaussee 49, Hamburg 22761, Germany. Leased expiring
    December 31, 2002 (6,242 sq. ft.)

13. London - 101 Bayham Street, Town of Camden, London NW1, United Kingdom.
    Leased 180 mos. expiring October 17, 2010 (23,209 sq. ft.)

14. London - Basement, Ground Level, First and Second Floors, 116/134 Bayham
    Street, Camden Town, London, United Kingdom. Leased 300 mos. expiring
    October 22, 2015  (14,400 sq. ft.)

15. London - Aldus House, 17 Conway Street, London W1, United Kingdom. Leased
    240 mos. expiring Mar. 24, 2014 (9,700 sq. ft.)

16. London - 21/31 Woodfield Place, London W9, United Kingdom. Leased 336 mos.
    expiring September 28, 2016 (20,000 sq. ft.)

17. London - The Innovation Center, Suites 1, 2, 18, 225 Marsh Wall, Docklands,
    London E14 9FW, United Kingdom. Leased 108 mos. expiring December 12, 2002
    (10,690 sq. ft.)

18. London - Ground Floor, 3 Jubilee Place, London SW3, United Kingdom. Leased
    32 mos., 26 days expiring June 23, 2004 (1,500 sq. ft.)

19. London - Visual House, The Enterprise Business Park, Unit C-1, Borough of
    Tower Hamlets, London E14, United Kingdom. Leased 300 mos. expiring August
    15, 2010 (13,000 sq. ft.)

20. Los Angeles - Water Garden II, Suite 500 East, 2450 Colorado Avenue,
    Santa Monica, California 90404-3575, United States. Leased 120 mos. expiring
    February 12, 2011 (25,193 sq. ft.)

21. Makati City, the Philippines - JAKA 6780 Building, Portion of 12th Floor,
    6780 Ayala Avenue, Makati City, Philippines. Leased 24 mos. expiring August
    15, 2002 (893 sq. ft.)

22. Montreal - 1055, 2055 Peel Street, Montreal, Quebec H3A 1V4, Canada. Leased
    60 mos. expiring August 31, 2003 (1,560 sq. ft.)

23. Munich - Auenstrasse 5, Meunchen 80469, Germany. Leased 132 mos. expiring
    December 31, 2009 (2,906 sq. ft.)

24. Munich - Buttermelcherstrasse 16, Munich 80469, Germany. Leased 120 mos.
    expiring October 12, 2002 (9,257 sq. ft.)

25. New York - 5th Floor, 111 Fifth Avenue, New York, New York 10003-1020,
    United States. Leased 124 mos. expiring Jan. 31, 2003 (16,000 sq. ft.)

26. New York - 2nd Floor, 12-16 Vestry Street, New York, New York 10013-1903,
    United States. Leased 180 mos. expiring March 31, 2015  (19,000 sq. ft.)

                                        2

<PAGE>

27. New York - 2nd Floor, 200 Hudson Street, New York, New York 10013-1807,
    United States. Leased 180 mos. expiring March 31, 2015 (30,700 sq. ft.)

28. New York - 1 Hudson Square, Entire 4th & 6th Floors, Portion of 5th Floor,
    75 Varick Street, New York, New York 10013-1917, United States. Leased 180
    mos. expiring March 31, 2015 (208,291 sq. ft.)

29. Paris - 152 Rue Malakoff, Paris 75116, France. Leased 71 mos., 30 days
    expiring September 14, 2002  (12,831 sq. ft.)

30. Paris - Portions of 4th and 5th & Ground Floors, 2-4-6 Boulevard
    Poisonniere, 1-3 Faubourg Poissonniere, Paris 75009, France. Leased 108 mos.
    expiring December 31, 2006 (15,543 sq. ft.)

31. Porto Alegre, Brazil - Windmills Work Center, Conjunto no. 1102, Rua Padre
    Chagas no. 185, Porto Alegre, Brazil. Leased 24 mos. expiring February 28,
    2003 (1,076 sq. ft.)

32. San Fransisco - Suite 100, 1000 Sansome Street, San Fransisco, California
    94111-1327, United States. Leased 60 mos. expiring December 31, 2004 (3,420
    sq. ft.)

33. San Paolo - Units A-2, Avenue 9 de Julho no. 4.865, Torre A - 10 andar, San
    Paolo, Brazil. Leased 70 mos., 17 days expiring March 18, 2004 (5,328 sq.
    ft.)

34. San Paolo - Units 101/102, Avenue 9 de Julho 4865, 10 andar, San Paolo,
    Brazil. Leased 72 mos. expiring March 18, 2004 (n/a)

35. Santa Monica -  Metro-Goldwyn-Mayer Plaza, 2nd Floor, 2400 Broadway, Santa
    Monica, California 90404-3064, United States. Leased 120 mos. expiring
    December 5, 2003  (6,007 sq. ft.)

36. Seattle - Lenora Square, Suite 600, 1000 Lenora Street, Seattle, Washington
    98121-2739, United States. Leased 49 mos., 30 days expiring December 30,
    2002 (8,683 sq. ft.)

37. Seattle - Marshall Building, 2013 Fourth Avenue, Seattle, Washington 98121-
    2414, United States. Leased 64 mos. expiring February 28, 2003 (37,389 sq.
    ft.)

38. Seattle - Sedgewick James Building, 5th and 6th Floors, 2121 Fourth Avenue,
    Seattle, Washington 98121, United States. Leased 72 mos. expiring February
    28, 2003 (41,248 sq. ft.)

39. Seattle - 8 South Idaho Street, Seattle, Washington 98134-1138, United
    States. Leased 60 mos. expiring September 30, 2004 (22,500 sq. ft.)

40. Seattle - Park View Building & Waterside Building, 601 North 34th Street,
    Seattle, Washington 98103, United States. Leased 144 mos., 19 days expiring
    August 31, 2013  (180,261 sq. ft.)

                                        3

<PAGE>

41. Seattle - Plaza  Building  (Building 2), 3rd Floor, 701 North 34th Street,
    Seattle, Washington 98103-8883, United States. Leased 60 mos. expiring Sept.
    30, 2004 (7,061 sq. ft.)

42. Singapore - 87a & 88a Amoy Street, 069906/7, Singapore. Leased 36 mos.
    expiring June 14, 2004 (3,638 sq. ft.)

43. South Melbourne - Level One, 40 Albert Street, South Melbourne, Victoria,
    Australia. Leased 36 mos. expiring February 29, 2004 (3,340 sq. ft.)

44. Sydney - Level 1 & Level 3, Suite 1, 39-41 Chandos Street, St. Leonards,
    Sydney, New South Wales 2065, Australia. Leased 60 mos. expiring June 30,
    2005 (12,056 sq. ft.)

45. Tokyo - Morisaki Building, 2-14-4 Akasaka, Minato-Ku, Tokyo, Tabasco 107-
    0052, Japan. Leased 24 mos. expiring January 24, 2004 (3,144 sq. ft.)

46. Toronto - Xerox Building, Suite 805, 33 Bloor St. East, Toronto, Ontario M4W
    3H1, Canada. Leased 122 mos. expiring September 30, 2007 (7,474 sq. ft.)

47. Twickenham - Erncroft Works Estate, Unit H, Twickenham Trading Centre, Rugby
    Road, Twickenham, Middlesex, United Kingdom. Leased 120 mos. expiring May
    21, 2008 (5,881 sq. ft.)

48. Vienna - Jordangasse 7, Vienna 1010, Austria. Leased month-to-month (2,443
    sq. ft.)

49. Wanchai, Hong Kong - Entire 37th Floor, 333 Lockhart Road, Wanchai, Hong
    Kong. Leased overhold from June 4, 2002 (4,970 sq. ft.)

50. Zurich - 2nd Basement Level & 2nd Floor, Wiesenstrasse 17, Zurich 8008,
    Switzerland. Leased 61 mos. expiring September 30, 2003 (2,583 sq. ft.)

                                        4

<PAGE>

                                                                  SCHEDULE 10.02

                   EUROCURRENCY AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES

GETTY IMAGES, INC.
601 North 34th Street
Seattle, Washington 98103
Attn:    Mark J. Frost, Vice President, Treasurer
         Telephone:  (206) 925-6447
         Facsimile:  (206) 925-5621
         Electronic Mail: mark.frost@gettyimages.com

BANK OF AMERICA

Administrative Agent's Office
(Notices as Administrative Agent and Security Trustee):

Bank of America, N.A.
Commercial Agency Management
Mail Code:  WA1-501-37-20
800 Fifth Avenue, Floor 37
Seattle, Washington  98104
Attn:    Ken Puro, Vice President
         Telephone:  (206) 358-0138
         Facsimile:  (206) 358-0971
         Electronic Mail: ken.puro@bankofamerica.com

Administrative Agent's Office
(for requests for L/C Extensions):

Bank of America, N.A.
Trade Operations-Los Angeles #22621
Mail Code:  CA9-703-19-23
333 S. Beaudry Avenue, Floor 19
Los Angeles, California  90017-1466
Attn:    Teela Yung, Trade Finance Officer
         Telephone:  (213) 345-0145
         Facsimile:  (213) 213-345-6710
         Electronic Mail:  teela.yung@bankofamerica.com

                                        1

<PAGE>

Administrative Agent's Office
(Requests for Extensions of Credit):

Bank of America, N.A.
Credit Services
Mail Code:  CA4-706-05-09
1850 Gateway Boulevard
Concord, California  94520-3282
Attn:    Patricia A. Dance
         Telephone:        (925) 675-8362
         Facsimile:        (888) 969-3312
         Electronic Mail: patricia.a.dance@bankofamerica.com

Administrative Agent's Office
(for payments other than Euros):

Bank of America, N.A.
Dallas, Texas
Account No:  3750836479
Account Name:  Corporate FTA
Reference:  Getty Images, Inc.
ABA No. 111000012

Administrative Agent's Office
(for payments in Euros):

Bank of America, N.A., London
Swift Code:  BOFAGB22
Account Name:  US FX (unit #6283)
Account No:  600896283016
Reference:  Getty Images, Inc.

Lender's Office
(Notices as a Lender):

Bank of America, N.A.
Commercial Banking
Mail Code:  WA1-501-35-01
800 Fifth Avenue, Floor 35
Seattle, Washington  98104
Attn:    Martin R. Loken, Senior Vice President
         Telephone:        (206) 358-3145
         Facsimile:        (206) 358-3971
         Electronic Mail:  martin.r.loken@bankamerica.com




                                       2

<PAGE>

HSBC BANK

Lender's Office
(Requests for Credit Extensions other than Committed Loans):

HSBC Bank plc
27-32 Poultry
London EC2P 2BX
Attn:    Stephen Brade, Relationship Manager
         Telephone:        020-7260-4608
         Facsimile:        020-7260-4800
         Electronic Mail:  stephen.n.d.brade@hsbc.com

Lender's Office
(Requests for Committed Loans):

HSBC Bank USA
One HSBC Center, Floor 26
Buffalo, New York  14203
Attn:    Lynn A. Hugenschmidt
         Telephone:        (716) 841-1711
         Fax:              (716) 841-5099
         Electronic Mail:  lynn.a.hugenschmidt@us.hsbc.com

Lender's Office
(for payments in Dollars):

Bankers Trust Company
Swift Code:  BKTRUS33
Account No:  04001617
ABA No.:  021001033
For account HSBC Bank plc
Reference:  Getty Images, Inc.

Lender's Office
(for payments in Euros):

HSBC Bank plc, London
Swift Code:  MIDLGB22
Account No:  39051027
Reference:  Getty Images, Inc.

                                        3

<PAGE>

Lender's Office
(for payments in Sterling):

HSBC Bank plc, London
Sort Code:  40-05-15
Account No:  36276499
Reference:  Getty Images, Inc.

Lender's Office
(Other Notices as a Lender):

HSBC Bank plc
27-32 Poultry
London EC2P 2BX
Attn:    Stephen Brade, Relationship Manager
         Telephone:  020-7260-4608
         Facsimile:  020-7260-4800
         Electronic Mail:  stephen.n.d.brade@hsbc.com

KEY CORPORATE CAPITAL

Lender's Office
(Requests for Credit Extensions):

Key Corporate Capital, Inc.
601 108th Avenue NE, Floor 5
Bellevue, WA 98004
Attn:    Tom Crandell, Senior Vice President
         Telephone:        (425) 709-4571
         Facsimile:        (425) 709-4565
         Electronic Mail:  tom_crandell@keybank.com
Account No.  3072
Account Name.  Western Loan Operations
Reference:  Getty Images, Inc.
ABA No.:  125000574

                                        4

<PAGE>

Lender's Office
(Other Notices as a Lender):

Key Corporate Capital, Inc.
531 E. Parkcenter Blvd.
Boise, ID 83705
Attn:    Specialty Services Team
         Telephone:  (800) 297-5518
         Facsimile:  (800) 297-5495
         Electronic Mail:  kim_a_richmond@keybank.com

U.S. BANK NATIONAL ASSOCIATION

Lender's Office
(Requests for Credit Extensions and other loan related notices):

U.S. Bank National Association
1420 Fifth Avenue, Suite 1100
Seattle, WA 98101
Attn:    Christine Bomgardner, Vice President
         Telephone:  (206) 344-2181
         Facsimile:  (206) 344-2332
         Electronic Mail:  christine.bomgardner@usbank.com
         Secondary contact:  Nick Kokkonis
         Telephone:  (206) 344-4287
         Facsimile:  (206) 344-2332

Lender's Office
(for payments in Dollars):

U.S. Bank National Association
Portland, Oregon
Account No.  00340012160600
Account Name.  Getty Images, Inc.
Reference:  Getty Images, Inc.
ABA No.:  123000220
ATTN: Tony Wong, PL-7 Commercial loan servicing West

                                        5

<PAGE>

Lender's Office
(for payments in EUROS):

Lloyds Bank plc, London
Swift Code: LOYDGB2L
Account No: 59019274
Sort Code: 30-96-34
For account US Bank, N.A.
Reference: Getty Images, Inc.
Attn: Kim Hoang

Lender's Office
(for payments in Sterling):

National Westminster, London
Swift Code: NWBKGB2L
Account No: 4400204404904
Sort Code: 60-00-04
For account US Bank, N.A.
Reference: Getty Images, Inc.
Attn: Kim Hoang

                                        6

<PAGE>

                                                                       EXHIBIT A

                          FORM OF COMMITTED LOAN NOTICE

                                                       Date:  ___________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

    Reference is made to that certain Credit Agreement, dated as of July [__],
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Getty Images, Inc., a Delaware corporation
(the "Borrower"), the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, Security Trustee, L/C Issuer and Swing
Line Lender.

     The undersigned hereby requests (select one):

     [_] A Borrowing of Committed Loans  [_] A conversion or continuation of
                                             Loans

     1.       On ______________________________ (a Business Day).

     2.       In the amount of __________________.

     3.       Comprised of ________________.
              [Type of Committed Loan requested]

     4.       In the following currency: _________________.

     5.       For Eurocurrency Rate Loans:  with an Interest Period of _________
              months.

     The Committed Borrowing requested herein complies with the proviso to the
first sentence of Section 2.01 of the Agreement. The Borrower hereby certifies
that the following statements are and will be true and correct on the date of
the Borrowings requested above, both before and after giving effect to the
Borrowings requested above:

     (a) the representations and warranties made by the Borrower in the
Agreement, or which are contained in any certificate, document or financial or
other statement furnished at any time under or in connection therewith, are and
will be true and correct on and as of the date of the Borrowings requested
above, except to the extent that such representations and warranties
specifically refer to any earlier date (in which case they shall be true and
correct as of such date) and except that this request shall be deemed instead to
refer to the last day of the most recent year or quarter, as the case may be,
for which financial statements have then been delivered in respect of the
representation and warranty made in Section 5.05(a) or 5.05(b) of the Agreement;
and

                                        1

<PAGE>


       (b) no Default or Event of Default shall exist, or would result from the
Borrowings requested hereby.

                                              GETTY IMAGES, INC.



                                              By: ______________________________

                                              Name: ____________________________

                                              Title: ___________________________

                                        2

<PAGE>



                                                                       EXHIBIT B

                         FORM OF SWING LINE LOAN NOTICE

                                                      Date:  ___________, _____

To: Bank of America, N.A., as Swing Line Lender
    Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

    Reference is made to that certain Credit Agreement, dated as of July 19,
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Getty Images, Inc., a Delaware corporation
(the "Borrower"), the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, Security Trustee, L/C Issuer and Swing
Line Lender.

    The undersigned hereby requests a Swing Line Loan:

    1. On _________________ (a Business Day).

    2. In the amount of $________________.

     The Swing Line Borrowing requested herein complies with the requirements of
the proviso to the first sentence of Section 2.04(a) of the Agreement. The
Borrower hereby certifies that the following statements are and will be true and
correct on the date of the Swing Line Borrowing requested above, both before and
after giving effect to the Swing Line Borrowing requested above:

     (a) the representations and warranties made by the Borrower in the
Agreement, or which are contained in any certificate, document or financial or
other statement furnished at any time under or in connection therewith, are and
will be true and correct on and as of the date of the Swing Line Borrowing
requested above, except to the extent that such representations and warranties
specifically refer to any earlier date (in which case they shall be true and
correct as of such date) and except that this request shall be deemed instead to
refer to the last day of the most recent year or quarter, as the case may be,
for which financial statements have then been delivered in respect of the
representation and warranty made in Section 5.05(a) or 5.05(b) of the Agreement;
and

                                        1

<PAGE>

         (b) no Default or Event of Default shall exist, or would result from
the Swing Line Borrowing requested hereby.

                                              GETTY IMAGES, INC.


                                              By: ______________________________

                                              Name: ____________________________

                                              Title: ___________________________

                                        2

<PAGE>


                                                                     EXHIBIT C-1

                           FORM OF COMMITTED LOAN NOTE

$_______________

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of _____________________________ (the "Lender"), on the
Maturity Date (as defined in the Credit Agreement referred to below) the
principal amount of Committed Loans (as defined in such Credit Agreement) due
and payable by the Borrower to the Lender on the Maturity Date under that
certain Credit Agreement, dated as of July 19, 2002 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, Security Trustee, L/C Issuer and Swing
Line Lender.

         The Borrower promises to pay interest on the unpaid principal amount of
each Committed Loan from the date of such Committed Loan until such principal
amount is paid in full, at such interest rates, and at such times as are
specified in the Agreement. All payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in the currency in
which such Committed Loan was denominated in Same Day Funds at the
Administrative Agent's Office for such currency. If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the
Agreement.

         This Note is one of the Committed Loan Notes referred to in the
Agreement, is entitled to the benefits thereof and is subject to optional and
mandatory prepayment in whole or in part as provided therein. This Note is also
entitled to the benefits of the Guaranty Agreement and is secured by the
Collateral. Upon the occurrence and during the continuance of one or more of the
Events of Default specified in the Agreement, all amounts then remaining unpaid
on this Note shall become, or may be declared to be, immediately due and payable
all as provided in the Agreement. Committed Loans made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in
the ordinary course of business. The Lender may also attach schedules to this
Note and endorse thereon the date, amount and maturity of its Committed Loans
and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

                                        1

<PAGE>

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF WASHINGTON.

                                             GETTY IMAGES, INC.


                                             By: _______________________________

                                             Name: _____________________________

                                             Title: ____________________________

                                        2

<PAGE>



                COMMITTED LOANS AND PAYMENTS WITH RESPECT THERETO

                        Currency               Amount
                           and                Principal   Outstanding
             Type of    Amount of   End of   or Interest   Principal
               Loan       Loan     Interest   Paid This     Balance    Notaion
   Date        Made       Made      Period      Date       This Date   Made By


_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

_________   __________  _________ __________ ____________ ___________  _________

                                       1

<PAGE>


                                                                     EXHIBIT C-2

                             FORM OF SWING LINE NOTE

$10,000,000

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of BANK OF AMERICA, N.A., a national banking association
("Swing Line Lender"), on the date when due in accordance with the Credit
Agreement referred to below, the aggregate principal amount of each Swing Line
Loan from time to time made by the Swing Line Lender to the Borrower under that
certain Credit Agreement, dated as of July 19, 2002 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, Security Trustee, L/C Issuer and Swing
Line Lender.

         The Borrower promises to pay interest on the unpaid principal amount of
each Swing Line Loan from the date of such Swing Line Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement.

         All payments of principal and interest shall be made to the Swing Line
Lender in Dollars in immediately available funds at its Lending Office.

         If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, to be paid upon demand, from the due date thereof
until the date of actual payment (and before as well as after judgment) computed
at the per annum rate set forth in the Agreement.

         This Note is the Swing Line Note referred to in the Agreement, is
entitled to the benefits thereof and is subject to optional and mandatory
prepayment in whole or in part as provided therein. This Note is also entitled
to the benefits of the Guaranty Agreement and is secured by the Collateral. Upon
the occurrence and during the continuance of one or more of the Events of
Default specified in the Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable all as
provided in the Agreement. Swing Line Loans made by the Swing Line Lender shall
be evidenced by one or more loan accounts or records maintained by Swing Line
Lender in the ordinary course of business. The Swing Line Lender may also attach
schedules to this Note and endorse thereon the date, amount and maturity of the
Swing Line Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

                                       1

<PAGE>

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF WASHINGTON.

                                              GETTY IMAGES, INC.

                                              By:_______________________________

                                              Name:_____________________________

                                              Title:____________________________

                                       2

<PAGE>

               SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                      Amount of        Outstanding
                                     Principal or       Principal
               Amount of Loan        Interest Paid     Balance This     Notation Made
     Date           Made               This Date           Date              By
--------------------------------------------------------------------------------------
<S>            <C>                    <C>              <C>               <C>
 -----------   -------------         -------------     ------------      ------------
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</TABLE>

                                        1

<PAGE>

                                                                       EXHIBIT D

                           FORM OF GUARANTY AGREEMENT




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                                        1

<PAGE>

                                                                     EXHIBIT E-1

                      FORM OF BORROWER SECURITY AGREEMENT

         This SECURITY AGREEMENT ("Agreement") is entered into as of July 19,
2002, is made between GETTY IMAGES, INC., a Delaware corporation (the "Debtor"),
and BANK OF AMERICA, N.A., a national banking association, as agent for the
Lenders (as defined herein) and its successors as agent for the Lenders (in such
capacity, and together with its successors as agent for the Lenders, the
"Administrative Agent").

                                    RECITALS

         A. The Debtor is a party to that certain Credit Agreement dated as of
July 19, 2002 by and among the Debtor, each lender from time to time party
thereto (collectively, the "Lenders" and individually, a "Lender") and Bank of
America, N.A., a national banking association, as Administrative Agent, Security
Trustee, Swing Line Lender and L/C Issuer (as amended, restated, modified,
renewed, supplemented or extended from time to time, the "Credit Agreement").

         B. It is a condition precedent to each Lender's obligation to make its
initial Credit Extension under the Credit Agreement that the Debtor enter into
this Agreement and grant to the Administrative Agent, for itself and for the
ratable benefit of the Lenders the security interests hereinafter provided to
secure the obligations of the Debtor described below.

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration receipt of which is hereby acknowledged, the Debtor
and the Administrative Agent, on behalf of itself and each Lender, hereby agree
as follows:

         1. Definitions; Interpretation.

        (a) Terms Defined in Credit Agreement. All capitalized terms used in
this Agreement and not otherwise defined herein have the meanings specified in
the Credit Agreement.

        (b) Certain Defined Terms. As used in this Agreement, the following
terms have the following meanings:

        "Account Debtor" means any Person who is or who may become obligated to
the Debtor under, with respect to or on account of an Account or other Right to
Payment.

        "Administrative Agent" has the meaning set forth in the introductory
paragraph hereto.

        "Collateral" shall have the meaning assigned to such term in Section
2(a).

        "Copyright License" shall mean any written agreement, now or hereafter
in effect, granting any right to any third party under any Copyright now or
hereafter owned by the Debtor or which the Debtor otherwise has the right to
license, or granting to the Debtor the right to use any Copyright now or
hereafter owned by any third party, and all rights of the Debtor under any such
agreement.

                                        2

<PAGE>

         "Copyrights" shall mean all of the following now owned or hereafter
acquired by the Debtor: (i) all copyright rights in any work subject to the
copyright laws of the United States, any state thereof or any other country or
any political subdivision thereof, whether registered or unregistered and
whether published or unpublished, whether as author, assignee, transferee or
otherwise, and (ii) all registrations and applications for registration of any
such copyright in the United States or any other country, including
registrations, recordings, supplemental registrations and pending applications
for registration in the United States Copyright Office or in any similar offices
in any other country.

         "Credit Agreement" has the meaning set forth in the preamble hereto.

         "Debtor" has the meaning set forth in the introductory paragraph
hereto.

         "Excluded Collateral" means the Debtor's rights under contracts and
agreements which by their terms prohibit the granting of a security interest
therein or assignment thereof (except for (a) Accounts, Payment Intangibles and
other General Intangibles for money due or to become due thereunder and (b) any
such contract as to which consent for the security interest granted herein has
been obtained); provided, however, that the foregoing limitation shall not
affect, limit, restrict or impair the grant by the Debtor of a security interest
pursuant to this Agreement in any such Collateral to the extent that an
otherwise applicable prohibition on such grant is rendered ineffective by the
UCC or other applicable Laws.

         "Intellectual Property" means the Copyrights, Copyright Licenses,
Trademarks and Trademark Licenses of the Debtor, all goodwill associated
therewith and all rights to sue for infringement thereof.

         "Lender" has the meaning set forth in the preamble hereto, and all
references to the "Lenders" or any "Lender" herein shall include the Swing Line
Lender in its capacity as a Lender and as Swing Line Lender and the L/C Issuer
in its capacity as a Lender and as L/C Issuer.

         "License" means any Trademark License, Copyright License or other
license or sublicense agreement to which the Debtor is a party.

         "Material Copyright" means any Copyright which the Debtor reasonably
determines (i) to have a material fair market value or (ii) is necessary or
desirable for the conduct of its business.

         "Material Trademark" means any Specified Trademark and any other
Trademark, which the Debtor reasonably determines (i) to have a material fair
market value or (ii) is necessary or desirable for the conduct of its business.

         "Permitted Liens" means each of the Liens expressly permitted to be
prior to the Security Interest pursuant to Section 7.01 of the Credit Agreement.

                                       3

<PAGE>

         "Rights to Payment" means all Accounts, and any and all rights and
claims to the payment or receipt of money or other forms of consideration of any
kind in, to and under all Chattel Paper, Documents, General Intangibles, Payment
Intangibles, Instruments and Proceeds.

         "Seattle Office" means the office premises located at 601 North 34th
Street, City of Seattle, County of King, State of Washington described in that
certain Lease dated November 30, 1999, between the Debtor and Park View
Waterside, LLC, a Washington limited liability company, pursuant to which the
Debtor has rights, upon the terms and conditions set forth therein, to take
possession of, and otherwise assert control over, such premises.

         "Security Interest" shall have the meaning assigned to such term in
Section 2(a).

         "Secured Obligations" means, collectively (i) all advances to, and
debts, liabilities, obligations, covenants and duties of the Debtor arising
under the Credit Agreement and each other Loan Document, including with respect
to any Loan or Letter of Credit; (ii) all debts, liabilities, obligations,
covenants and duties of the Debtor or any of its Subsidiaries owing to any
Lender or any Affiliate of any Lender and arising under any Specified Swap
Contract, including liabilities and obligations arising in connection with or as
a result of early termination of any such Swap Contract, (iii) all debts,
liabilities, obligations, covenants and duties of the Debtor or any of its
Subsidiaries arising under the Overdraft Facility Agreements; and (iv) all
debts, liabilities, obligations, covenants and duties of the Debtor arising
under this Agreement, in each case whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

         "Specified Swap Contract" shall mean any Swap Contract that (i) is made
or entered into at any time, or in effect at any time, whether directly or
indirectly, and whether as a result of assignment or transfer or otherwise,
between any Lender or any Affiliate of a Lender and the Debtor or any Subsidiary
of the Debtor and (ii) is permitted by Section 7.03(e) of the Credit Agreement.

         "Specified Trademarks" shall mean the registered Trademarks listed in
Schedule 3 hereto.

         "Trademark License" shall mean any written agreement, now or hereafter
in effect, granting to any third party any right to use any Trademark now or
hereafter owned by the Debtor or which the Debtor otherwise has the right to
license, or granting to the Debtor any right to use any Trademark now or
hereafter owned by any third party, and all rights of the Debtor under any such
agreement.

         "Trademarks" shall mean all of the following now owned or hereafter
acquired by the Debtor: (i) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording

                                        4

<PAGE>

applications filed in connection therewith, including registrations and pending
applications in the United States Patent and Trademark Office, any State of the
United States or any similar offices in any other country or any political
subdivision thereof, and all extensions or renewals thereof, including each
Specified Trademark, except for "Intent to Use" applications for trademark or
service mark registrations filed pursuant to Section 1(b) of the Lanham Act,
unless and until an Amendment to Allege Use or a Statement of Use under Section
1(c) and 1(d) of said Act has been filed, (ii) all goodwill associated therewith
or symbolized thereby and (iii) all other assets, rights and interests that
uniquely reflect or embody such goodwill.

         "UCC" means the Uniform Commercial Code as the same may, from time to
time, be in effect in the State of Washington; provided, however, in the event
that, by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of the security interest in any Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State
of Washington, the term "UCC" shall mean the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such attachment, perfection or priority and for purposes of definitions
related to such provisions.

         (c) Terms Defined in UCC. Terms used in this Agreement that are defined
in the UCC have the meanings given to them in the UCC, including the following
which are capitalized herein: Account, As-Extracted Collateral, Chattel Paper,
Consumer Goods, Document, Electronic Chattel Paper, Equipment, Farm Products,
Fixture, General Intangibles, Instrument, Inventory, Manufactured Homes, Payment
Intangibles, Proceeds and Products.

         (d) Interpretation. The rules of construction and interpretation
specified in Sections 1.02 and 1.05 of the Credit Agreement also apply to this
Agreement and are incorporated herein by this reference.

         2.  Security Interest.

         (a) Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, the Debtor
hereby assigns and pledges to the Administrative Agent, its successors and
assigns, for the ratable benefit of the Administrative Agent and the Lenders,
their successors and assigns, and hereby grants to the Administrative Agent, its
successors and assigns, for the ratable benefit of the Administrative Agent and
the Lenders, their successors and assigns, a security interest (the "Security
Interest"), in all right, title or interest in or to any and all of the
following assets and properties now owned or at any time hereafter acquired by
the Debtor or in which the Debtor now has or at any time in the future may
acquire any right, title or interest (collectively, the "Collateral"):

             (i)   all Accounts;

             (ii)  all Chattel Paper;

             (iii) all Documents;

             (iv)  all Equipment;

             (v)   all Fixtures;

                                        5

<PAGE>

             (vi)   all General Intangibles;

             (vii)  all Instruments;

             (viii) all Inventory;

             (ix)   all Intellectual Property;

             (x)    all books and records pertaining to the Collateral; and

             (xi)   to the extent not otherwise included, all cash and non-cash
         Proceeds and Products of any and all of the foregoing and all
         collateral security and guarantees given by any Person with respect to
         any of the foregoing;

provided, however, that the Collateral shall not include the Excluded
Collateral.

         (b) Debtor Remains Liable. Anything herein to the contrary
notwithstanding, (i) the Debtor shall remain liable under any contracts,
agreements and other documents included in the Collateral, to the extent set
forth therein, to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (ii) the exercise by the
Administrative Agent of any of the rights hereunder shall not release the Debtor
from any of its duties or obligations under such contracts, agreements and other
documents included in the Collateral and (iii) neither the Administrative Agent
nor any other Lender shall have any obligation or liability under any contracts,
agreements and other documents included in the Collateral by reason of this
Agreement, nor shall the Administrative Agent or any other Lender be obligated
to perform any of the obligations or duties of the Debtor thereunder or to take
any action to collect or enforce any such contract, agreement or other document
included in the Collateral hereunder.

         (c) Continuing Security Interest. The Debtor acknowledges and agrees
that the Security Interest in the Collateral (i) constitutes continuing
collateral security for all of the Secured Obligations which shall remain in
effect until terminated in accordance with Section 24 and (ii) except as
provided in Section 12, is not to be construed as an assignment of any
Intellectual Property.

         3.  Financing Statements, Etc. The Debtor hereby irrevocably authorizes
the Administrative Agent at any time and from time to time to file in any
relevant jurisdiction any initial financing statements (including fixture
filings covering Collateral present at the Seattle Office) and amendments
thereto that contain the information required by Article 9 of the UCC of each
applicable jurisdiction for the filing of any financing statement or amendment,
including (i) whether the Debtor is an organization, the type of organization
and any organizational identification number issued to the Debtor and (ii) in
the case of a financing statement filed as a fixture filing, a sufficient
description of the real property to which such Collateral relates. The Debtor
agrees to provide such information to the Administrative Agent promptly upon
request. The Debtor also ratifies its authorization for the Administrative Agent
to file in any relevant jurisdiction any initial financing statements or
amendments thereto if filed prior to the date hereof. The Administrative Agent
is further authorized to file with the United States Patent and Trademark Office
or United States Copyright Office (or any successor office or any similar

                                        6

<PAGE>

office in any other country) such other documents as may be necessary or
advisable for the purpose of perfecting, confirming, continuing, enforcing or
protecting the Security Interest granted by the Debtor, without the signature of
the Debtor, and naming the Debtor as debtor and the Administrative Agent as
secured party.

         4.  Representations and Warranties. In addition to the representations
and warranties of the Debtor set forth in the Credit Agreement, which are
incorporated herein by this reference, the Debtor represents and warrants to the
Administrative Agent that:

         (a) Chief Executive Office; Legal Name; State of Organization. The
Debtor's chief executive office and chief place of business are (and for the
prior four months has been) located at the locations set forth in Part (a) of
Schedule 1 hereto (as updated from time to time), and the Debtor keeps its books
and records at such location. The Debtor's exact corporate or organizational
name, the jurisdiction of its incorporation or organization (and for the prior
four months has been its location) and the identification number given by its
jurisdiction of incorporation or organization is set forth in Part (b) of
Schedule 1 hereto. The Debtor has not in the past four months changed its name,
been party to a merger, consolidation or other change in structure or used any
trade name not disclosed in Part (c) of Schedule 1 hereto (as updated from time
to time).

         (b) Location of Tangible Collateral. The location of all tangible
Collateral owned by the Debtor is as shown in Schedule 2 hereto (as updated from
time to time).

         (c) Ownership and Authority. The Debtor is the sole legal and
beneficial owner of the Collateral (or, in the case of after-acquired
Collateral, at the time the Debtor acquires rights in such Collateral, will be
the sole legal and beneficial owner thereof) and has the right, power and
authority to grant to the Administrative Agent the Security Interest in such
Collateral pursuant hereto and to execute, deliver and perform its obligations
in accordance with the terms of this Agreement. The Debtor is not a party to any
material license or any material lease that contains legally enforceable
restrictions on the granting of a security interest therein.

         (d) Validity of Security Interest. The Security Interest constitutes
(i) a legal and valid security interest which is enforceable against the
Collateral in which the Debtor now has rights and will create a security
interest which is enforceable against the Collateral in which the Debtor
hereafter acquires rights at the time the Debtor acquires any such rights and
(ii) when properly perfected by filing or otherwise, the Security Interest shall
constitute a valid perfected security interest in the Collateral, in which the
Debtor now has rights, and will have a perfected security interest in the
Collateral in which the Debtor hereafter acquires rights at the time the Debtor
acquires any such rights, to the extent that a security interest may be
perfected by filing or otherwise under the UCC or by filing an appropriate
notice with the United States Patent and Trademark Office or the United States
Copyright Office, in each case securing the payment and performance of the
Secured Obligations. The Security Interest is and shall be prior to any other
Lien on any of the Collateral, other than Permitted Liens.

         (e) Absence of Other Liens. The Debtor has not filed or consented to
the filing of (i) any financing statement or analogous document under the UCC or
any other applicable Laws covering any Collateral, (ii) any assignment in which
the Debtor assigns any Collateral or any

                                        7

<PAGE>

security agreement or similar instrument covering any Collateral with the United
States Patent and Trademark Office or the United States Copyright Office or
(iii) any assignment in which the Debtor assigns any Collateral or any security
agreement or similar instrument covering any Collateral with any Governmental
Authority, which financing statement or analogous document, assignment, security
agreement or similar instrument is still in effect, other than, in each case,
with respect to a Permitted Lien.

         (f) Types of Collateral. None of the Collateral consists of, or is the
Proceeds of, As- Extracted Collateral, timber to be cut, Consumer Goods, Farm
Products or Manufactured Homes.

         (g) Rights to Payment.

             (i) The Rights to Payment represent valid, binding and enforceable
         obligations of the Account Debtors or other Persons obligated thereon,
         representing undisputed, bona fide transactions completed in accordance
         with the terms and provisions contained in any documents related
         thereto, and are and will be genuine, free from Liens, and not subject
         to any adverse claims, counterclaims, setoffs, defaults, disputes,
         defenses, discounts, retainages, holdbacks or conditions precedent of
         any kind of character, except to the extent reflected by the Debtor's
         reserves for uncollectible Rights to Payment or to the extent, if any,
         that such Account Debtors or other Persons may be entitled to normal
         and ordinary course trade discounts, returns, adjustments and
         allowances in accordance with Section 5(k), or as otherwise disclosed
         to the Administrative Agent in writing;

             (ii)  To the Debtor's knowledge, all Account Debtors are solvent
         and generally paying their debts as they come due except to the extent
         that the Debtor has established adequate reserves therefor in
         accordance with GAAP;

             (iii) To the Debtor's knowledge, all Rights to Payment comply in
         all material respects with all applicable Laws concerning form, content
         and manner of preparation and execution, including where applicable any
         federal or state consumer credit laws;

             (iv)  The Debtor has not assigned any of its rights under the
         Rights to Payment except as provided in this Agreement or as set forth
         in the other Loan Documents;

             (v)   All statements made, all unpaid balances and all other
         information in the books and records and other documentation pertaining
         to the Rights to Payment are true and correct and in all material
         respects what they purport to be; and

             (vi)  The Debtor has no knowledge of any fact or circumstance which
         would impair the validity or collectibility of the Rights to Payment in
         the aggregate.

         (h) Inventory. No Inventory of the Debtor is stored with any bailee,
warehouseman or similar Person or on any premises leased to the Debtor, nor has
any such Inventory been consigned to the Debtor or consigned by the Debtor to
any Person or is held by the Debtor pursuant to a sale or return, sale on
approval or similar arrangement.

                                        8

<PAGE>

         (i) Intellectual Property.

             (i)   All Intellectual Property of the Debtor that is reasonably
         necessary for the conduct of its business is valid, subsisting,
         unexpired, enforceable and has not been abandoned, and the Debtor is
         legally entitled to use each Specified Trademark.

             (ii)  None of the Specified Trademarks is the subject of any
         licensing or franchise agreement.

             (iii) No holding, decision or judgment has been rendered by any
         Governmental Authority which would limit, cancel or question the
         validity of any Intellectual Property of the Debtor.

             (iv)  No action or proceeding is pending seeking to limit, cancel
         or question the validity of (A) any of the Specified Trademarks which
         could reasonably be expected to result in a material adverse effect on
         the conduct of the Debtor's business or (B) any other Intellectual
         Property of the Debtor which could reasonably be expected to have a
         material adverse effect on the value of the Intellectual Property in
         the aggregate.

             (v)   All applications pertaining to the Specified Trademarks have
         been duly and properly filed, and all registrations or letters
         pertaining to the Specified Trademarks have been duly and properly
         filed and issued, and all of the Specified Trademarks are valid and
         enforceable.

             (vi)  The Debtor has not made any assignment or agreement in
         conflict with the Security Interest of the Administrative Agent in
         Collateral consisting of Intellectual Property.

         (j) Documents, Instruments and Chattel Paper. To the Debtor's
knowledge, all Documents, Instruments and Chattel Paper describing, evidencing
or constituting Collateral are complete, valid, and genuine.

         (k) Equipment. None of the Equipment or other Collateral is affixed to
real property, except for tangible Collateral with a book value of $250,000 or
less located in each of the offices or facilities of the Debtor shown in
Schedule 2 hereto or with respect to which the Debtor has supplied the
Administrative Agent with all information and documentation necessary to make
all fixture filings required to perfect and protect the priority of the Security
Interest of the Administrative Agent in all such Collateral which may be
fixtures as against all Persons having an interest in the premises to which such
property may be affixed. None of the Equipment is leased from or to any Person,
except for (i) non-material items and (ii) items leased under leases permitted
pursuant to Section 7.06 of the Credit Agreement.

         (l) Consents. Except for (i) the filing or recording of UCC financing
statements; (ii) the filing of appropriate notices with the United States Patent
and Trademark Office and the United States Copyright Office; or (iii) obtaining
control to perfect the Security Interest granted by the Debtor pursuant hereto,
no consent or authorization of, filing with, or other act by or in respect of,
any arbitrator or Governmental Authority and no consent of any other Person
(including any stockholder, member or creditor of the Debtor), is required (A)
for the grant by

                                        9

<PAGE>

the Debtor of the Security Interest in the Collateral pursuant hereto or for the
execution, delivery or performance of this Agreement by the Debtor or (B) for
the perfection of the Security Interest or the exercise by the Administrative
Agent of the rights and remedies provided for in this Agreement.

         5.  Covenants. In addition to the covenants of the Debtor set forth in
the Credit Agreement, which are incorporated herein by this reference, so long
as any Lender shall have any Commitment under the Credit Agreement, any
Specified Swap Contract shall be in effect or any of the Secured Obligations
shall remain unpaid or unsatisfied, the Debtor shall:

         (a) Defense of Collateral. At its own cost and expense, take any and
all actions necessary to defend title to the Collateral against all Persons and
to defend the Security Interest of the Administrative Agent in the Collateral
and the priority thereof against any Lien, other than Permitted Liens.

         (b) Preservation of Collateral. Maintain, preserve and protect the
tangible Collateral in good working order and condition, ordinary wear and tear
excepted; not use the Collateral in violation of the provisions of this
Agreement or any other agreement relating to the Collateral or any policy
insuring the Collateral or any applicable requirement of Law; and not permit any
Collateral to be or become a fixture to real property or an accession to other
personal property unless the Administrative Agent has a valid, perfected and
first priority security interest for the benefit of the Lenders in such real or
personal property.

         (c) Change of Name, Identity or Structure. Promptly to notify the
Administrative Agent in writing of any change (i) in its corporate or
organization name; (ii) in the location of its chief executive office, its
principal place of business, any office in which it maintains books or records
relating to the Collateral; (iii) in its identity, type of organization,
corporate structure or jurisdiction of incorporation or organization; or (iv) in
its Federal Taxpayer Identification Number or other identification number given
by its jurisdiction of incorporation or organization, and not to effect or
permit any change referred to in clauses (i) through (iv) unless all filings
have been made under the UCC or otherwise that are required in order for the
Administrative Agent to continue at all times following such change to have a
valid, legal and perfected first priority security interest in all the
Collateral.

         (d) Location of Collateral. Promptly notify the Administrative Agent in
writing of any change in the location of any office or facility at which
Collateral owned by it (including the establishment of any such new office or
facility) with a book value in excess of $1,000,000 is located.

         (e) Maintenance of Records. Maintain, at its own cost and expense, such
complete and accurate records with respect to the Collateral owned by it as is
consistent with its current practices and in accordance with such prudent and
standard practices used in industries that are the same as or similar to those
in which the Debtor is engaged, but in any event to include complete accounting
records indicating all payments and proceeds received with respect to any part
of the Collateral, mark its books and records to reflect the Security Interest,
and, at such time or times as the Administrative Agent may reasonably request,
promptly provide the Administrative Agent with a duly certified listing in form
and detail satisfactory to the Administrative Agent showing the identity, amount
and location of any and all Collateral.

                                       10

<PAGE>

         (f) Disposition of Collateral. Not make or permit to be made any sale,
transfer, license or other disposition of any of the Collateral or any right or
interest therein and shall remain at all times in possession of the Collateral,
except to the extent permitted by the Credit Agreement.

         (g) No Liens. Not make or permit to be made an assignment, pledge or
hypothecation of any of the Collateral or create or permit to exist any Lien
upon or with respect to any of the Collateral, other than Permitted Liens.

         (h) Insurance. Maintain insurance covering physical loss or damage to
all of the tangible Collateral in accordance with Section 6.07 of the Credit
Agreement.

         (i) Taxes. Pay promptly when due all taxes and other governmental
charges, all Liens and all other charges now or hereafter imposed upon, relating
to or affecting any of the Collateral.

         (j) Leased Premises. Upon the request of the Administrative Agent, use
diligent efforts to obtain from each Person from whom the Debtor leases any
office or facility at which tangible Collateral with a book value in excess of
$1,000,000 is at any time present such subordination, waiver, consent and
estoppel agreements as the Administrative Agent may require, in form and
substance reasonably satisfactory to the Administrative Agent.

         (k) Rights to Payment.

             (i)   Upon the request of the Administrative Agent, promptly
         provide the Administrative Agent with: (A) present status reports
         relating to the Accounts; (B) accurate records and summaries of
         Accounts, including detailed agings specifying the name, face value and
         date of each invoice, and listings of Accounts that are disputed or
         have been cancelled; and (C) such other matters and information
         relating to the Accounts as the Administrative Agent shall from time to
         time reasonably request;

             (ii)  Give only normal discounts, allowances and credits as to
         Accounts and other Rights to Payment, in the ordinary course of
         business, according to normal trade practices utilized by the Debtor in
         the past, and enforce all Accounts and other Rights to Payment strictly
         in accordance with their terms, and take all such action to such end as
         may from time to time be reasonably requested by the Administrative
         Agent, except that the Debtor may grant any extension of the time for
         payment;

             (iii) If any discount, allowance, credit, extension of time for
         payment, agreement to make a rebate or otherwise to reduce the amount
         owing on, or compromise or settle, an Account or other Right to Payment
         exists or occurs, or if, to the knowledge of the Debtor, any material
         dispute, setoff, claim, counter-claim or defense exists or has been
         asserted or threatened with respect to an Account or other Right to
         Payment, disclose such fact fully to the Administrative Agent in the
         books and records relating to such Account or other Right to Payment
         and in connection with any invoice or report furnished by the Debtor to
         the Administrative Agent relating to such Account or other Right to
         Payment;

                                       11

<PAGE>

             (iv)   If at any time the Debtor shall take a security interest in
         any property of an Account Debtor or any other Person to secure payment
         and performance of an Account or other Right to Payment, the Debtor
         shall promptly assign such security interest to the Administrative
         Agent, which assignment need not be filed of public record unless
         necessary to continue the perfected status of the security interest
         against creditors of and transferees from the Account Debtor or other
         Person granting the security interest;

             (v)    In accordance with its sound business judgment perform and
         comply in all material respects with its obligations in respect of the
         Accounts and other Rights to Payment;

             (vi)   Upon the request of the Administrative Agent, mark the
         Accounts and other Rights to Payment and all of the Debtor's books and
         records pertaining thereto with such legends as the Administrative
         Agent shall reasonably specify to reference to the fact that the
         Accounts and other Rights to Payment have been assigned to the
         Administrative Agent for the benefit of the Lenders and that the
         Administrative Agent has a security interest therein;

             (vii)  Upon the request of the Administrative Agent after the
         occurrence and during the continuance of an Event of Default (A) notify
         all or any designated portion of the Account Debtors of the Security
         Interest and (B) notify the Account Debtors or any designated portion
         thereof that payment shall be made directly to the Administrative Agent
         or to such other Person or location as the Administrative Agent shall
         specify; and

             (viii) Upon the occurrence of any Event of Default, establish such
         lockbox or similar arrangements for the payment of the Accounts and
         other Rights to Payment as the Administrative Agent shall require.

         (l) Collateral Held by Bailee, Etc. If any Collateral is at any time in
the possession or control of a warehouseman, bailee or any agent or processor of
the Debtor, (i) notify the Administrative Agent of such possession, (ii) notify
such Person of the Security Interest and (iii) obtain a written acknowledgment
from such Person that it is holding such Collateral subject to the Security
Interest and the instructions of the Administrative Agent.

         (m) Inventory. Upon the request of the Administrative Agent: (i)
promptly provide the Administrative Agent with a report of all Collateral
consisting of Inventory, in form and substance satisfactory to the
Administrative Agent; (ii) take a physical listing of such Inventory and
promptly deliver a copy of such physical listing to the Administrative Agent;
and (iii) if any Collateral consisting of Inventory is at any time evidenced by
a document of title, immediately deliver such document of title to the
Administrative Agent.

         (n) Equipment. Upon the request of the Administrative Agent, deliver to
the Administrative Agent a report of each item or category of Equipment
constituting Collateral with a fair market value of $250,000 or more, in form
and substance satisfactory to the Administrative Agent.

                                       12

<PAGE>

(o)  Copyrights.

     (i)   Employ the Copyright for each material work with such notice of
copyright as may be required by law to secure copyright protection.

     (ii)  Not do any act or knowingly omit to do any act whereby any Material
Copyright may become invalidated and (A) not do any act, or knowingly omit to do
any act, whereby any Material Copyright may become injected into the public
domain; (B) promptly notify the Administrative Agent immediately if it knows, or
has reason to know, that any Material Copyright could reasonably be expected to
become injected into the public domain or of any adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in any court or tribunal in the United States or
any other country) regarding the Debtor's ownership of any such Material
Copyright or its validity; (C) take all commercially reasonable steps as it
shall deem appropriate under the circumstances, to maintain and pursue each
application (and to obtain the relevant registration) and to maintain each
registration of each Material Copyright owned by the Debtor, including filing of
applications for renewal where necessary; and (D) promptly notify the Debtor of
any material infringement of any Material Copyright of the Debtor of which it
becomes aware and take such actions as it shall reasonably deem appropriate
under the circumstances to protect such Material Copyright, including, where
appropriate, the bringing of suit for infringement, seeking injunctive relief
and seeking to recover any and all damages for such infringement.

     (iii) Except for licenses to third parties in the ordinary course of
business, not make any assignment or agreement in conflict with the Security
Interest of the Administrative Agent in Collateral consisting of Copyrights.

(p)  Trademarks.

     (i)   (A) Continue to use each Material Trademark, in order to maintain
such Material Trademark in full force free from any claim of abandonment for
non-use; (B) maintain as in the past the quality of products and services
offered under each Material Trademark; (C) employ each Material Trademark with
the appropriate notice of registration; (D) not adopt or use any mark which is
confusingly similar or a colorable imitation of any Specified Trademark unless
the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a
perfected security interest in such mark pursuant to this Agreement; and (E) not
(and not permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby any Material Trademark may become invalidated.

     (ii)  Promptly notify the Administrative Agent if it knows, or has reason
to know, that any application or registration relating to any Material Trademark
may become abandoned or dedicated, or of any adverse determination or
development (including, the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office
or any court or tribunal in any country) regarding the Debtor's ownership of any
such Material Trademark or its right to register the same or to keep, maintain
and use the same.

                                       13

<PAGE>

     (iii) Whenever the Debtor, either by itself or through an agent, employee,
licensee or designee, shall file an application for the registration of any
Material Trademark with the United States Patent and Trademark Office or any
similar office or agency in any other country or any political subdivision
thereof, the Debtor shall report such filing to the Administrative Agent within
five Business Days after the last day of the fiscal quarter in which such filing
occurs. Upon request of the Administrative Agent, the Debtor shall execute and
deliver any and all agreements, instruments, documents and papers as the
Administrative Agent may reasonably request to evidence the Administrative
Agent's and the Lenders' security interest in any Trademark and the goodwill and
General Intangibles of the Debtor relating thereto or represented thereby.

     (iv)  Take all reasonable and necessary steps, including, in any proceeding
before the United States Patent and Trademark Office, or any similar office or
agency in any other country or any political subdivision thereof, to maintain
and pursue each application, to obtain the relevant registration and to maintain
each registration of each Material Trademark, including filing of applications
for renewal, affidavits of use and affidavits of incontestability.

     (v)   Promptly after learning thereof, notify the Administrative Agent and
each Lender that any Material Trademark is infringed, misappropriated or diluted
by a third party and then promptly sue for infringement, misappropriation or
dilution, to seek injunctive relief where appropriate and to recover any and all
damages for such infringement, misappropriation or dilution, or take such other
actions as it shall reasonably deem appropriate under the circumstances to
protect such Material Trademark.

     (vi)  Except for licenses to third parties in the ordinary course of
business, not make any assignment or agreement in conflict with the Security
Interest of the Administrative Agent in Collateral consisting of Trademarks.

(q)  New Copyrights and Trademarks.

     (i)   Deliver to the Administrative Agent within 45 days after the end of
each calendar quarter, a listing of all applications, if any, for new Material
Copyrights or Material Trademarks (together with a listing of the issuance of
registrations or letters on present applications), which new applications and
issued registrations or letters shall be subject to the terms and conditions
hereunder.

     (ii)  Promptly (and in any event within 30 days) after Debtor's receipt of
an application number from the United States Patent and Trademark Office, the
United Kingdom Patent Office, the Office for Harmonisation in the Internal
Market, the Canadian Intellectual Property Office - Trademarks, any State of the
United States or any similar offices in any other country or any political
subdivision thereof for any Trademark application listed in Part (b) of Schedule
3 hereto, provide the Administrative

                                       14

<PAGE>

     Agent with a duly executed Notice of Grant of Security Interest in
     Trademarks substantially in the form of Annex 1 hereto or such other duly
     executed documents as the Administrative Agent may request in a form
     acceptable to counsel for the Administrative Agent and suitable for
     recording to evidence the security interest in the Trademark application
     for which Debtor received the application number.

     (r)  Fixtures. Except for tangible Collateral with a book value of $250,000
or less located in each of the offices or facilities of the Debtor shown in
Schedule 2 hereto or with respect to which the Debtor has supplied the
Administrative Agent with all information and documentation necessary to make
all fixture filings required to perfect and protect the priority of the
Administrative Agent's security interest such Collateral, maintain all of the
Collateral as personal property and not affix any of the Collateral to any real
property in a manner which would change its nature from personal property to
real property or a Fixture.

     (s)  Notices, Reports and Information. (i) Promptly notify the
Administrative Agent of any material claim made or asserted against the
Collateral by any Person and of any change in the composition of the Collateral
or other event which could materially adversely affect the value of the
Collateral or the Security Interest of the Administrative Agent therein; (ii)
upon the request of the Administrative Agent promptly provide to the
Administrative Agent such statements, listings and schedules further identifying
and describing the Collateral and such other reports and other information in
connection with the Collateral as the Administrative Agent may reasonably
request, all in reasonable detail; and (iii) upon request of the Administrative
Agent make such demands and requests for information and reports as the Debtor
is entitled to make in respect of the Collateral.

     6.   Other Actions. In order to further insure the attachment, perfection
and priority of, and the ability of the Administrative Agent to enforce, the
Administrative Agent's security interest in the Collateral, the Debtor agrees,
in each case at its own expense, to take the following actions with respect to
the following Collateral:

     (a)  Instruments. Upon the request of the Administrative Agent, immediately
deliver any Instruments held by the Debtor appropriately endorsed or accompanied
by such instruments of transfer or assignment duly executed in blank as the
Administrative Agent reasonably may from time to time specify.

     (b)  Electronic Chattel Paper and Transferable Records. Upon the request of
the Administrative Agent, take such action as the Administrative Agent may
reasonably request to vest in the Administrative Agent (i) control of any
Electronic Chattel Paper of the Debtor under Section 9A-105 the UCC and (ii)
control of any "transferable record" of the Debtor under and as defined in
Section 201 of the Federal Electronic Signatures in Global and National Commerce
Act, or, as the case may be, Section 16 of the Uniform Electronic Transactions
Act as in effect in any relevant jurisdiction, as so in effect in the relevant
jurisdiction.

     7.   Further Assurances. The Debtor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Administrative Agent may from time to
time request to better assure, preserve, protect and perfect the Security
Interest and the rights and remedies of the

                                       15

<PAGE>

Administrative Agent hereunder, including the payment of any fees and taxes
required in connection with the execution and delivery of this Agreement, the
granting of the Security Interest and the filing of any financing statements or
other documents in connection herewith or therewith. If any amount payable under
or in connection with any of the Collateral shall be or become evidenced by any
Document, Instrument or Chattel Paper, such Document, Instrument or Chattel
Paper shall be promptly delivered to the Administrative Agent, appropriately
endorsed or accompanied by such instruments of transfer or assignment duly
executed in blank as the Administrative Agent reasonably may from time to time
specify. The Debtor agrees that it will use its reasonable best efforts to take
such action as shall be necessary in order that all representations and
warranties hereunder shall be true and correct with respect to such Collateral
within 30 days after the date it has been notified by the Administrative Agent
of the specific identification of such Collateral.

     8.   Inspection and Verification. The Administrative Agent and such Persons
as the Administrative Agent may reasonably designate shall have the right, at
the Debtor's own cost and expense, to inspect the Collateral, all records
related thereto (and to make extracts and copies from such records) and the
premises upon which any of the Collateral is located, to discuss the Debtor's
affairs with the senior officers of the Debtor and, upon the occurrence and
during the continuation of an Event of Default, with their independent
accountants and to verify under reasonable procedures the validity, amount,
quality, quantity, value, condition and status of, or any other matter relating
to, the Collateral, including, in the case of Accounts and other Rights to
Payment or Collateral in the possession of any third person, by contacting
Account Debtors or the third person possessing such Collateral for the purpose
of making such a verification. The Administrative Agent shall have the absolute
right to share any information it gains from such inspection or verification
with any Lender (it being understood that any such information shall be deemed
to be "Information" subject to the provisions of Section 10.08 of the Credit
Agreement).

     9.   Collection of Rights to Payment. Until the Administrative Agent
exercises its rights hereunder to collect Rights to Payment, the Debtor shall
endeavor in the first instance diligently to collect all amounts due or to
become due on or with respect to the Rights to Payment. At the request of the
Administrative Agent, upon the occurrence and during the continuation of an
Event of Default, all remittances received by the Debtor shall be held in trust
for the Administrative Agent and, in accordance with the Administrative Agent's
instructions, remitted to the Administrative Agent or deposited to an account
with the Administrative Agent in the form received (appropriately endorsed or
accompanied by necessary instruments of transfer).

     10.  Rights of Administrative Agent.

     (a)  Power of Attorney. The Debtor hereby appoints the Administrative Agent
the attorney-in-fact of the Debtor, effective upon the occurrence and during the
continuance of an Event of Default, for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument
that the Administrative Agent may deem necessary or advisable to accomplish the
purposes hereof. Without limiting the generality of the foregoing, the
Administrative Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
the Administrative Agent's name or in the name of the Debtor:

     (i)  take possession of and endorse any notes, acceptances, checks, drafts,
money orders or other forms of payment or security and collect any Proceeds of
any Collateral;

                                       16

<PAGE>

     (ii)   sign and endorse any invoice or bill of lading relating to any of
the Collateral, warehouse or storage receipts, drafts against customers or other
obligors, assignments, notices of assignment, verifications and notices to
customers or other obligors;

     (iii)  notify the Postal Service authorities to change the address for
delivery of mail addressed to the Debtor to such address as the Administrative
Agent may designate and, without limiting the generality of the foregoing,
establish with any Person lockbox or similar arrangements for the payment of the
Rights to Payment;

     (iv)   receive, open and dispose of all mail addressed to the Debtor;

     (v)    send requests for verification of Rights to Payment to any Account
Debtor;

     (vi)   notify, or to require the Debtor to notify, Account Debtors to make
all payments directly to the Administrative Agent;

     (vii)  assert, adjust, sue for, compromise or release any claims under any
policies of insurance;

     (viii) notify each Person maintaining lockbox or similar arrangements for
the payment of the Rights to Payment to remit all amounts representing
collections on the Rights to Payment directly to the Administrative Agent;

     (ix)   ask, demand, collect, receive and give acquittances and receipts for
any and all Rights to Payment, enforce payment or any other rights in respect of
the Rights to Payment and other Collateral, grant consents, agree to any
amendments, modifications or waivers of the agreements and documents governing
the Rights to Payment and other Collateral, and otherwise file any claims, take
any action or institute, defend, settle or adjust any actions, suits or
proceedings with respect to the Collateral, as the Administrative Agent may deem
necessary or desirable to maintain, preserve and protect the Collateral, to
collect the Collateral or to enforce the rights of the Administrative Agent with
respect to the Collateral;

     (x)    execute any and all applications, documents, papers and instruments
necessary for the Administrative Agent to use the Intellectual Property and
grant or issue any exclusive or non-exclusive license or sublicense with respect
to any Intellectual Property;

     (xi)   execute any and all endorsements, assignments or other documents and
instruments necessary to sell, lease, assign, convey or otherwise transfer title
in or dispose of the Collateral; and

                                       17

<PAGE>

          (xii) execute any and all such other documents and instruments, and do
     any and all acts and things for and on behalf of the Debtor, which the
     Administrative Agent may deem necessary or advisable to maintain, protect,
     realize upon and preserve the Collateral and the Administrative Agent's
     security interest therein and to accomplish the purposes of this Agreement.

The foregoing power of attorney is coupled with an interest and irrevocable so
long as any Lender shall have any Commitment under the Credit Agreement, any
Specified Swap Contract shall be in effect or any of the Secured Obligations
shall remain unpaid or unsatisfied. The Debtor hereby ratifies, to the fullest
extent permitted by applicable Laws, all that the Administrative Agent shall
lawfully and in good faith do or cause to be done by virtue of and in compliance
with this subsection (a).

     (b)  Performance of Debtor Obligations. The Administrative Agent may
perform or pay any obligation which the Debtor has agreed to perform or pay
under or in connection with this Agreement, and the Debtor shall reimburse the
Administrative Agent on demand for any amounts paid by the Administrative Agent
pursuant to this subsection (b).

     (c)  Administrative Agent's Duties. Notwithstanding any provision contained
in this Agreement, the Administrative Agent shall have no duty to exercise any
of the rights, privileges or powers afforded to it and shall not be responsible
to the Debtor or any other Person for any failure to do so or delay in doing so.

     (d)  Rights of Required Lenders. All rights of the Administrative Agent
under this Agreement, if not exercised by the Administrative Agent, may be
exercised by the Required Lenders.

     11.  Events of Default. The occurrence of an event which under the Credit
Agreement would constitute an Event of Default shall be an event of default
hereunder (an "Event of Default").

     12.  Remedies.
     (a)  General Remedies. Upon the occurrence and during the continuation of
an Event of Default, the Administrative Agent shall have, in addition to all
other rights and remedies granted to it in this Agreement, the Credit Agreement
or any other Loan Document, all rights and remedies of a secured party under the
UCC and other applicable Laws. Without limiting the generality of the foregoing,
the Debtor agrees that the Administrative Agent may:

          (i)   require the Debtor to assemble all or any part of the Collateral
     and make it available to the Administrative Agent at any place and time
     designated by the Administrative Agent;

          (ii)  peaceably and without notice enter any premises of the Debtor,
     take possession of any the Collateral, remove or dispose of all or part of
     the Collateral on any premises or elsewhere, and otherwise collect,
     receive, appropriate and realize upon all or any part of the Collateral,
     and demand, give receipt for, settle, renew, extend, exchange, compromise,
     adjust, or sue for all or any part of the Collateral, as the Administrative
     Agent may determine;

                                       18

<PAGE>

          (iii) cause the Security Interest with respect to any of the
     Collateral consisting of Intellectual Property to become an assignment,
     transfer and conveyance of any of or all such Collateral by the Debtor to
     the Administrative Agent, or to license or sublicense, whether general,
     special or otherwise, and whether on an exclusive or non-exclusive basis,
     any such Collateral throughout the world on such terms and conditions and
     in such manner as the Administrative Agent shall determine (other than in
     violation of any then-existing licensing arrangements to the extent that
     waivers cannot be obtained);

          (iv)  secure the appointment of a receiver of the Collateral or any
     part thereof to the extent and in the manner provided by applicable Laws;
     and

          (v)   sell, resell, lease, use, assign, transfer or otherwise dispose
     of any or all of the Collateral in its then condition or following any
     commercially reasonable preparation or processing (utilizing in connection
     therewith any of the Debtor's assets, without charge or liability to the
     Administrative Agent therefor) at public or private sale or at any broker's
     board or on any securities exchange, by one or more contracts, in one or
     more parcels, at the same or different times, for cash or credit, or for
     future delivery without assumption of any credit risk, all as the
     Administrative Agent deems advisable; provided, however, that the Debtor
     shall be credited with the net proceeds of sale only when such proceeds are
     finally collected by the Administrative Agent.

     (b)  Sale of Collateral. Each purchaser at any sale pursuant to this
Agreement shall hold the property sold absolutely, free from any claim or right
on the part of the Debtor, and the Debtor hereby waives, to the fullest extent
permitted by applicable Laws, all rights of redemption, stay and appraisal which
the Debtor now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted. Neither the Administrative Agent's
compliance with the UCC or any other applicable requirement of Law, in the
conduct of any sale made pursuant to this Agreement, nor its disclaimer of any
warranties relating to the Collateral, shall be considered to adversely affect
the commercial reasonableness of such sale. The Administrative Agent shall give
the Debtor 10 days' written notice (which the Debtor agrees is reasonable notice
within the meaning of Section 9A-612 of the UCC) of the Administrative Agent's
intention to make any sale of Collateral. The Administrative Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of such Collateral shall have been
given. The Administrative Agent may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so
adjourned. To the fullest extent permitted by applicable Laws, the
Administrative Agent or any other Lender may bid for or purchase the Collateral
or any part thereof offered for sale and may make payment on account thereof by
using any claim then due and payable to the Administrative Agent or such Lender
from the Debtor as a credit against the purchase price and the Administrative
Agent or such Lender may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to the Debtor
therefor. For purposes hereof, a written agreement to purchase the Collateral or
any portion thereof shall be treated as a

                                       19

<PAGE>

sale thereof; the Administrative Agent shall be free to carry out such sale
pursuant to such agreement and the Debtor shall not be entitled to the return of
the Collateral or any portion thereof subject thereto, notwithstanding the fact
that after the Administrative Agent shall have entered into such an agreement
all Events of Default shall have been remedied and the Secured Obligations paid
in full. To the fullest extent permitted by applicable Laws, any sale pursuant
to the provisions of this subsection (b) shall be deemed to conform to the
commercially reasonable standards as provided in Section 9A-610(b) of the UCC.

         (c) License. For the purpose of enabling the Administrative Agent to
exercise its rights and remedies under this Section or otherwise in connection
with this Agreement, the Debtor hereby grants to the Administrative Agent an
irrevocable, non-exclusive license (exercisable without payment of royalty or
other compensation to the Debtor) to use, license or sub-license any of the
Collateral now owned or hereafter acquired by the Debtor, and wherever the same
may be located, and including in such license reasonable access to all media in
which any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof. The use of
such license by the Administrative Agent shall be exercised, at the option of
the Administrative Agent, solely upon the occurrence and during the continuation
of an Event of Default; provided that any license, sub-license or other
transaction entered into by the Administrative Agent in accordance herewith
shall be binding upon the Debtor notwithstanding any subsequent cure of such
Event of Default.

         (d) Proceeds Account. To the extent that any of the Secured Obligations
may be contingent, unmatured or unliquidated (including with respect to undrawn
amounts under any Letter of Credit or contingent amounts due under any Specified
Swap Contract) upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent may, at its option, (i) retain the proceeds of
any sale, collection, disposition or other realization upon the Collateral (or
any portion thereof) in a special purpose interest-bearing restricted deposit
account (the "Proceeds Account") created and maintained by the Administrative
Agent for such purpose (which shall constitute part of the Collateral hereunder)
until such time as the Administrative Agent may elect to apply such proceeds to
the Secured Obligations, and the Debtor agrees that such retention of such
proceeds by the Administrative Agent shall not be deemed strict foreclosure with
respect thereto; (ii) in any manner elected by the Administrative Agent,
estimate the liquidated amount of any such contingent, unmatured or unliquidated
claims and apply the proceeds of the Collateral against such amount; or (iii)
otherwise proceed in any manner permitted by applicable Laws. The Debtor agrees
that the Proceeds Account shall be a blocked account and that upon the
irrevocable deposit of funds into the Proceeds Account, the Debtor shall not
have any right of withdrawal with respect to such funds. Accordingly, the Debtor
irrevocably waives until the termination of this Agreement and the Security
Interest in accordance with Section 25 the right to make any withdrawal from the
Proceeds Account and the right to instruct the Administrative Agent to honor
drafts against the Proceeds Account.

         (e) Retention of Collateral. The Administrative Agent may, after
providing the notices required by Section 9A-505(2) of the UCC or otherwise
complying with any requirement of applicable Laws, accept or retain the
Collateral or any part thereof in satisfaction of the Secured Obligations.
Unless and until the Administrative Agent shall have provided such notices,
however, the Administrative Agent shall not be deemed to have retained any
Collateral in satisfaction of any Secured Obligations for any reason.

                                       20

<PAGE>

         (f) Duty of Care. Except for the exercise of reasonable care in the
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Administrative Agent shall have no duty
as to any Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral.
The Administrative Agent shall be deemed to have exercised reasonable care in
the custody and preservation of Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which the Administrative Agent
accords its own property. Neither the Administrative Agent nor any of its
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact shall be liable for failure to demand, collect or realize upon
all or any part of the Collateral or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Collateral upon the request
of the Debtor or otherwise.

         (g) Application of Proceeds. Subject to subsection (d) above, the cash
proceeds actually received from the sale or other disposition or collection of
the Collateral, and any other amounts received in respect of the Collateral the
application of which is not otherwise provided for herein, shall be applied:

             First, to payment of any reasonable fees, costs or out-of-pocket
         expenses (including Attorney Costs) incurred by the Administrative
         Agent in connection with sale or other disposition or collection of
         Collateral;

             Second, to payment of any fees, costs, or out-of-pocket expenses
         (including Attorney Costs) payable to the Administrative Agent under
         this Agreement;

             Third, to payment in full of the Secured Obligations (to the extent
         not included in clause First or Second above) in accordance with
         Section 8.03 of the Credit Agreement; and

             Last, the balance, if any, after all of the Secured Obligations
         have been indefeasibly paid in full, to the Debtor or as otherwise
         required by Law.

The Administrative Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. The Debtor shall remain liable to the Administrative Agent and the
Lenders for any deficiency which exists after any sale or other disposition or
collection of the Collateral.

         13. Certain Waivers. The Debtor waives, to the fullest extent permitted
by applicable Laws, (a) any right of redemption with respect to the Collateral,
whether before or after sale hereunder, and all rights, if any, of marshalling
of the Collateral or other collateral or security for the Secured Obligations;
(b) any right to require the Administrative Agent (i) to proceed against any
Person, (ii) to exhaust any other collateral or security for any of the Secured
Obligations, (iii) to pursue any remedy in the Administrative Agent's power, or
(iv) to make or give any presentments, demands for performance, notices of
nonperformance, protests, notices of protests or notices of dishonor in
connection with any of the Collateral; and (c) all claims, damages, and demands
against the Administrative Agent arising out of the repossession, retention,
sale or application of the proceeds of any sale of the Collateral.

                                       21

<PAGE>

         14. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in
Section 10.02 of the Credit Agreement.

         15. No Waiver; Cumulative Remedies. No failure by the Administrative
Agent or any Lender to exercise, and no delay in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. No waiver of any single breach or default
under this Agreement shall be deemed a waiver of any other breach or default.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges that may otherwise
be available to the Administrative Agent and the Lenders. Any single or partial
exercise of any right or remedy shall not preclude the further exercise thereof
or the exercise of any other right or remedy.

         16. Costs and Expenses; Indemnification; Other Charges.

         (a) Costs and Expenses. The Debtor agrees to pay upon demand to the
Administrative Agent the amount of any and all reasonable fees, costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with (i) the administration of this Agreement (including the
customary fees and charges of the Administrative Agent or any of its Affiliates
for any audits conducted by it or on its behalf with respect to Collateral),
(ii) the custody or preservation of, or the sale of, collection from or other
realization upon any of the Collateral (including all expenses of taking,
collecting, holding, sorting, handling, preparing for sale, selling, or the
like, and other such expenses of sales and collections of Collateral), (iii) the
exercise, enforcement or protection of any of the rights of the Administrative
Agent and the Lenders under this Agreement (including all such costs and
expenses incurred during any "workout" or restructuring in respect of the
Secured Obligations and during any legal proceeding, including any proceeding
under any Debtor Relief Law), or (iv) the failure of the Debtor to perform or
observe any its obligations under this Agreement.

         (b) Indemnification. The Debtor shall indemnify and hold harmless the
Administrative Agent and its Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with this Agreement or the
transactions contemplated hereby or any action taken or omitted to be taken by
it hereunder (the "Indemnified Liabilities"), in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. The agreements in this subsection (b) shall
survive the termination of the Commitments and the repayment, satisfaction or
discharge of all the Secured Obligations.

                                       22

<PAGE>

         (c) Additional Secured Obligations. All amounts due under this Section
shall be payable within 10 days of written demand therefor. If any amount
payable by the Debtor under this Agreement is not paid when due, such amount
shall (i) thereafter bear interest at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Laws and (ii) be additional Secured Obligations secured hereby and by
the other Collateral Documents.

         17. Successor and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and, except that the Debtor may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the
Administrative Agent (and any attempted assignment or transfer by the Debtor
without such consent shall be null and void).

         18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF WASHINGTON, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND TO THE EXTENT THE VALIDITY OR PERFECTION OF THE
SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY
COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN WASHINGTON;
PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.

         19. Amendments, Etc. No amendment or waiver of any provision of this
Agreement, and no consent to any departure by the Debtor therefrom, shall be
effective unless in writing signed by the Administrative Agent and the Debtor,
subject to any consent required in accordance with Section 10.01 of the Credit
Agreement, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit under the Credit Agreement shall not be construed as a waiver of any
Default under the Credit Agreement.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         21. Integration. This Agreement, together with the other Loan
Documents, comprises the complete, final and integrated agreement of the parties
on the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter.

         22. Severability. Any provision of this Agreement 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, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

         23. Incorporation of Provisions of the Credit Agreement. To the extent
the Credit Agreement contains provisions of general applicability to the Loan
Documents, including any such provisions contained in Article X thereof, such
provisions are incorporated herein by this reference.

                                       23

<PAGE>

         24. No Inconsistent Requirements. The Debtor acknowledges that this
Agreement and the other Loan Documents may contain covenants and other terms and
provisions variously stated regarding the same or similar matters, and agrees
that all such covenants, terms and provisions are cumulative and all shall be
performed and satisfied in accordance with their respective terms.

         25. Termination. This Agreement and the Security Interest shall
terminate when all of the Secured Obligations shall have been finally and
indefeasibly paid in full (other than contingent indemnification obligations),
the Aggregate Commitments have been terminated, all Letters of Credit issued or
deemed issued pursuant to the Credit Agreement have expired or been terminated
and all Specified Swap Contracts have been terminated; provided, however, that
the obligations of the Debtor under Section 16 shall survive such termination.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                                 GETTY IMAGES, INC.

                                                 By:____________________________

                                                 Name:__________________________

                                                 Title:_________________________


                                                 BANK OF AMERICA, N.A., as
                                                 Administrative Agent

                                                 By:____________________________

                                                 Name:__________________________

                                                 Title:_________________________

                                       24

<PAGE>

                                                                      SCHEDULE 1

                       LOCATION OF CHIEF EXECUTIVE OFFICE,
                           LEGAL NAME AND TRADE NAMES

Part (a).   Location of chief executive office and chief place of business.
            --------------------------------------------------------------

          Address                     State                        County
          -------                     -----                        ------

601 North 34th Street               Washington                      King
Seattle, Washington 98103


Part (b).   Legal name, state of formation and organization number.
            ------------------------------------------------------

          Legal Name             State of Formation        Organizational Number
          ----------             ------------------        ---------------------

Getty Images, Inc.                    Delaware                      2792590


Part (c).   Trade names.
            -----------

Getty Images

                                  Schedule 1-1

<PAGE>

                                                                      SCHEDULE 2

                             LOCATION OF COLLATERAL

         State/Country           County            Office Address
         -------------           ------            --------------

         Washington              King              601 North 34th Street
                                                   Seattle, Washington  98103

                                  Schedule 2-1

<PAGE>

                                                                      SCHEDULE 3

                              SPECIFIED TRADEMARKS

<TABLE>
<CAPTION>
Part (a).         Registered Trademarks.
                  ---------------------

Country              Mark                               Class           Status          App. No.        Reg. No
-------              ----                               -----           ------          --------        -------
<S>                   <C>                              <C>              <C>             <C>              <C>
N/A

<CAPTION>
Part (b).         Trademark Applications.
                  ----------------------

Country              Mark                               Class           Status          App. No.        Reg. No
-------              ----                               -----           ------          --------        -------
<S>                  <C>                                <C>             <C>             <C>             <C>
Canada               GETTY IMAGES                       9, 38           Pending         Not yet
                                                                                        available

Canada               GETTY IMAGES                       16, 39          Pending         Not yet
                                                                                        available
Community            GETTY IMAGES                       9, 16, 35,      Pending                         002313005
                                                        38, 39, 40,
                                                        41, 42
Community            TAXI BY GETTY IMAGES               9, 16, 38       Pending                         2656643
Great Britain        TAXI BY GETTY IMAGES               9, 16, 38       Pending                         2299415
United States        TAXI BY GETTY IMAGES               9               Pending         78/106,072
United States        TAXI BY GETTY IMAGES               16              Pending         78/106,087
United States        TAXI BY GETTY IMAGES               38              Pending         78/106,089
United States        GETTY IMAGES                       16              Pending         78/99,531
United States        GETTY IMAGES                       38              Pending         78/081,963
United States        GETTY IMAGES                       39              Pending         78/99,530
United States        GETTY IMAGES                       9               Pending         78/99,528
</TABLE>

                                  Schedule 3-1

<PAGE>

                                                                         ANNEX 1

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                   TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

         Please be advised that pursuant to the Security Agreement dated as of
July [__], 2002 (as amended, restated, modified, renewed, supplemented or
extended from time to time, the "Security Agreement") by and among Getty Images,
Inc. (the "Debtor") and Bank of America, N.A., as Administrative Agent (the
"Administrative Agent") for the lenders referenced therein (the "Lenders"), the
undersigned Debtor has granted a continuing security interest in and continuing
lien upon, the trademarks and trademark applications shown below to the
Administrative Agent for the ratable benefit of the Lenders:

                                   TRADEMARKS

                                      Description of
             Trademark No.               Trademark             Date of Trademark

                             TRADEMARK APPLICATIONS

                                   Description of Trademark    Date of Trademark
       Trademark Application No.         Applied For              Application

                                        1

<PAGE>

         The Debtor and the Administrative Agent, on behalf of the Lenders,
hereby acknowledge and agree that the security interest in the foregoing
trademarks and trademark applications (i) may only be terminated in accordance
with the terms of the Security Agreement and (ii) is not to be construed as an
assignment of any trademark or trademark application.

                                                  Very truly yours,


                                                  GETTY IMAGES, INC.

                                                  By:___________________________

                                                  Name:_________________________

                                                  Title:________________________


                           Acknowledged and Accepted:

BANK OF AMERICA, N.A., as
Administrative Agent

By:____________________________

Name:__________________________

Title:_________________________

                                        2

<PAGE>

                                                                     EXHIBIT E-2

                      FORM OF GUARANTOR SECURITY AGREEMENT

         This SECURITY AGREEMENT ("Agreement") is entered into as of July 19,
2002, is made among GETTY IMAGES (PHOTOGRAPHERS), INC., a California
corporation, GETTY IMAGES (US), INC., a New York corporation, GETTY IMAGES
(SEATTLE), INC., Washington corporation, and EYEWIRE, INC., a Delaware
corporation, ALLSPORT PHOTOGRAPHY USA, INC., a California corporation (including
any additional debtors becoming a party hereto as provided in Section 22 hereof,
collectively, the "Debtors" and individually, a "Debtor"), and BANK OF AMERICA,
N.A., a national banking association, as agent for the Lenders (as defined
herein) and its successors as agent for the Lenders (in such capacity, and
together with its successors as agent for the Lenders, the "Administrative
Agent").

                                    RECITALS

         A. Getty Images, Inc., a Delaware corporation (the "Borrower"), is a
party to that certain Credit Agreement dated as of July 19, 2002 by and among
the Borrower, each lender from time to time party thereto (collectively, the
"Lenders" and individually, a "Lender") and Bank of America, N.A., a national
banking association, as Administrative Agent, Security Trustee, Swing Line
Lender and L/C Issuer (as amended, restated, modified, renewed, supplemented or
extended from time to time, the "Credit Agreement").

         B. Pursuant to the terms of the Credit Agreement, the Debtors executed
and delivered to the Administrative Agent, for itself and the ratable benefit of
the Lenders, that certain Guaranty Agreement dated as of July 19, 2002 (as
amended, restated, modified, renewed, supplemented or extended from time to
time, the "Guaranty Agreement").

         C. It is a condition precedent to each Lender's obligation to make its
initial Credit Extension under the Credit Agreement that the Debtors enter into
this Agreement and grant to the Administrative Agent, for itself and for the
ratable benefit of the Lenders the security interests hereinafter provided to
secure the obligations of the Debtors under the Guaranty Agreement and as
further described below.

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration receipt of which is hereby acknowledged, the Debtors
and the Administrative Agent, on behalf of itself and each Lender, hereby agree
as follows:

         1. Definitions; Interpretation.

         (a) Terms Defined in Credit Agreement. All capitalized terms used in
this Agreement and not otherwise defined herein have the meanings specified in
the Credit Agreement.

                                        3

<PAGE>

         (b) Certain Defined Terms. As used in this Agreement, the following
terms have the following meanings:

         "Account Debtor" means any Person who is or who may become obligated to
any Debtor under, with respect to or on account of an Account or other Right to
Payment.

         "Administrative Agent" has the meaning set forth in the introductory
paragraph hereto.

         "Collateral" shall have the meaning assigned to such term in Section
2(a).

         "Copyright License" shall mean any written agreement, now or hereafter
in effect, granting any right to any third party under any Copyright now or
hereafter owned by any Debtor or which any Debtor otherwise has the right to
license, or granting to any Debtor the right to use any Copyright now or
hereafter owned by any third party, and all rights of any such Debtor under any
such agreement.

         "Copyrights" shall mean all of the following now owned or hereafter
acquired by any Debtor: (i) all copyright rights in any work subject to the
copyright laws of the United States, any state thereof or any other country or
any political subdivision thereof, whether registered or unregistered and
whether published or unpublished, whether as author, assignee, transferee or
otherwise, and (ii) all registrations and applications for registration of any
such copyright in the United States or any other country, including
registrations, recordings, supplemental registrations and pending applications
for registration in the United States Copyright Office or in any similar offices
in any other country.

         "Credit Agreement" has the meaning set forth in the preamble hereto.

         "Debtor" or "Debtors" has the meaning set forth in the introductory
paragraph hereto.

         "Excluded Collateral" means any Debtor's rights under contracts and
agreements which by their terms prohibit the granting of a security interest
therein or assignment thereof (except for (a) Accounts, Payment Intangibles and
other General Intangibles for money due or to become due thereunder and (b) any
such contract as to which consent for the security interest granted herein has
been obtained); provided, however, that the foregoing limitation shall not
affect, limit, restrict or impair the grant by a Debtor of a security interest
pursuant to this Agreement in any such Collateral to the extent that an
otherwise applicable prohibition on such grant is rendered ineffective by the
UCC or other applicable Laws.

         "Intellectual Property" means the Copyrights, Copyright Licenses,
Trademarks and Trademark Licenses of the Debtors, all goodwill associated
therewith and all rights to sue for infringement thereof.

         "Lender" has the meaning set forth in the preamble hereto, and all
references to the "Lenders" or any "Lender" herein shall include the Swing Line
Lender in its capacity as a Lender and as Swing Line Lender and the L/C Issuer
in its capacity as a Lender and as L/C Issuer.

         "License" means any Trademark License, Copyright License or other
license or sublicense agreement to which any Debtor is a party.

                                        4

<PAGE>

         "Material Copyright" means any Copyright which any Debtor reasonably
determines (i) to have a material fair market value or (ii) is necessary or
desirable for the conduct of its business.

         "Material Trademark" means any Specified Trademark and any other
Trademark, which any Debtor reasonably determines (i) to have a material fair
market value or (ii) is necessary or desirable for the conduct of its business.

         "New York Office" means the office premises located at 75 Varick
Street, Borough of Manhattan, City, County and State of New York described in
that certain Lease dated April 1, 2000, between Getty Images (Seattle), Inc., a
Washington corporation, as tenant, and The Rector, Church-Wardens and Vestrymen
of Trinity Church in the City of New York, as landlord, pursuant to which the
Debtor has rights, upon the terms and conditions set forth therein, to take
possession of, and otherwise assert control over, such premises.

         "Permitted Liens" means each of the Liens expressly permitted to be
prior to the Security Interest pursuant to Section 7.01 of the Credit Agreement.

         "Rights to Payment" means all Accounts, and any and all rights and
claims to the payment or receipt of money or other forms of consideration of any
kind in, to and under all Chattel Paper, Documents, General Intangibles, Payment
Intangibles, Instruments and Proceeds.

         "Security Interest" shall have the meaning assigned to such term in
Section 2(a).

         "Secured Obligations" means, collectively (i) all liabilities,
obligations, covenants and duties of any Debtor arising under the Guaranty
Agreement and each other Loan Document to which each Debtor is a party, and (ii)
all debts, liabilities, obligations, covenants and duties of any Debtor arising
under this Agreement, in each case whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

         "Specified Swap Contract" shall mean any Swap Contract that (i) is made
or entered into at any time, or in effect at any time, whether directly or
indirectly, and whether as a result of assignment or transfer or otherwise,
between any Lender or any Affiliate of a Lender and the Borrower or any
Subsidiary of the Borrower and (ii) is permitted by Section 7.03(e) of the
Credit Agreement.

         "Specified Trademarks" shall mean the registered Trademarks listed in
Schedule 3 hereto.

         "Trademark License" shall mean any written agreement, now or hereafter
in effect, granting to any third party any right to use any Trademark now or
hereafter owned by any Debtor or which any Debtor otherwise has the right to
license, or granting to any Debtor any right to use any Trademark now or
hereafter owned by any third party, and all rights of any such Debtor under any
such agreement.

                                        5

<PAGE>

         "Trademarks" shall mean all of the following now owned or hereafter
acquired by any Debtor: (i) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and pending applications in the United States Patent and Trademark Office, any
State of the United States or any similar offices in any other country or any
political subdivision thereof, and all extensions or renewals thereof, including
each Specified Trademark, except for "Intent to Use" applications for trademark
or service mark registrations filed pursuant to Section 1(b) of the Lanham Act,
unless and until an Amendment to Allege Use or a Statement of Use under Section
1(c) and 1(d) of said Act has been filed, (ii) all goodwill associated therewith
or symbolized thereby and (iii) all other assets, rights and interests that
uniquely reflect or embody such goodwill.

         "UCC" means the Uniform Commercial Code as the same may, from time to
time, be in effect in the State of Washington; provided, however, in the event
that, by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of the security interest in any Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State
of Washington, the term "UCC" shall mean the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such attachment, perfection or priority and for purposes of definitions
related to such provisions.

         (c) Terms Defined in UCC. Terms used in this Agreement that are defined
in the UCC have the meanings given to them in the UCC, including the following
which are capitalized herein: Account, As-Extracted Collateral, Chattel Paper,
Consumer Goods, Document, Electronic Chattel Paper, Equipment, Farm Products,
Fixture, General Intangibles, Instrument, Inventory, Manufactured Homes, Payment
Intangibles, Proceeds and Products.

         (d) Interpretation. The rules of construction and interpretation
specified in Sections 1.02 and 1.05 of the Credit Agreement also apply to this
Agreement and are incorporated herein by this reference.

         2.  Security Interest.

         (a) Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, each Debtor
hereby assigns and pledges to the Administrative Agent, its successors and
assigns, for the ratable benefit of the Administrative Agent and the Lenders,
their successors and assigns, and hereby grants to the Administrative Agent, its
successors and assigns, for the ratable benefit of the Administrative Agent and
the Lenders, their successors and assigns, a security interest (the "Security
Interest"), in all right, title or interest in or to any and all of the
following assets and properties now owned or at any time hereafter acquired by
any Debtor or in which such Debtor now has or at any time in the future may
acquire any right, title or interest (collectively, the "Collateral"):

             (i)  all Accounts;

             (ii) all Chattel Paper;

                                        6

<PAGE>

             (iii)  all Documents;

             (iv)   all Equipment;

             (v)    all Fixtures;

             (vi)   all General Intangibles;

             (vii)  all Instruments;

             (viii) all Inventory;

             (ix)   all Intellectual Property;

             (x)    all books and records pertaining to the Collateral; and

             (xi)   to the extent not otherwise included, all cash and non-cash
         Proceeds and Products of any and all of the foregoing and all
         collateral security and guarantees given by any Person with respect to
         any of the foregoing;

provided, however, that the Collateral shall not include the Excluded
Collateral.

         (b) Debtors Remains Liable. Anything herein to the contrary
notwithstanding, (i) each Debtor shall remain liable under any contracts,
agreements and other documents included in the Collateral, to the extent set
forth therein, to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (ii) the exercise by the
Administrative Agent of any of the rights hereunder shall not release a Debtor
from any of its duties or obligations under such contracts, agreements and other
documents included in the Collateral and (iii) neither the Administrative Agent
nor any other Lender shall have any obligation or liability under any contracts,
agreements and other documents included in the Collateral by reason of this
Agreement, nor shall the Administrative Agent or any other Lender be obligated
to perform any of the obligations or duties of a Debtor thereunder or to take
any action to collect or enforce any such contract, agreement or other document
included in the Collateral hereunder.

         (c) Continuing Security Interest. Each Debtor acknowledges and agrees
that the Security Interest in the Collateral (i) constitutes continuing
collateral security for all of the Secured Obligations which shall remain in
effect until terminated in accordance with Section 27 and (ii) except as
provided in Section 12, is not to be construed as an assignment of any
Intellectual Property.

         3.  Financing Statements, Etc. Each Debtor hereby irrevocably
authorizes the Administrative Agent at any time and from time to time to file in
any relevant jurisdiction any initial financing statements (including fixture
filings covering Collateral present at the New York Office) and amendments
thereto that contain the information required by Article 9 of the UCC of each
applicable jurisdiction for the filing of any financing statement or amendment,
including (i) whether each Debtor is an organization, the type of organization
and any organizational identification number issued to such Debtor and (ii) in
the case of a financing statement filed as a

                                        7

<PAGE>

fixture filing, a sufficient description of the real property to which such
Collateral relates. Each Debtor agrees to provide such information to the
Administrative Agent promptly upon request. Each Debtor also ratifies its
authorization for the Administrative Agent to file in any relevant jurisdiction
any initial financing statements or amendments thereto if filed prior to the
date hereof. The Administrative Agent is further authorized to file with the
United States Patent and Trademark Office or United States Copyright Office (or
any successor office or any similar office in any other country) such other
documents as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted by
a Debtor, without the signature of such Debtor, and naming such Debtor as debtor
and the Administrative Agent as secured party.

         4.  Representations and Warranties. In addition to the representations
and warranties of each Debtor set forth in the Guaranty Agreement, which are
incorporated herein by this reference, each Debtor represents and warrants to
the Administrative Agent that:

         (a) Chief Executive Office; Legal Name; State of Organization. Each
Debtor's chief executive office and chief place of business are (and for the
prior four months has been) located at the locations set forth in Part (a) of
Schedule 1 hereto (as updated from time to time), and each Debtor keeps its
books and records at such location. Each Debtor's exact corporate or
organizational name, the jurisdiction of its incorporation or organization (and
for the prior four months has been its location) and the identification number
given by its jurisdiction of incorporation or organization is set forth in Part
(b) of Schedule 1 hereto. Each Debtor has not in the past four months changed
its name, been party to a merger, consolidation or other change in structure or
used any trade name not disclosed in Part (c) of Schedule 1 hereto (as updated
from time to time).

         (b) Location of Tangible Collateral. The location of all tangible
Collateral owned by each Debtor is as shown in Schedule 2 hereto (as updated
from time to time).

         (c) Ownership and Authority. Each Debtor is the sole legal and
beneficial owner of the Collateral (or, in the case of after-acquired
Collateral, at the time a Debtor acquires rights in such Collateral, will be the
sole legal and beneficial owner thereof) and has the right, power and authority
to grant to the Administrative Agent the Security Interest in such Collateral
pursuant hereto and to execute, deliver and perform its obligations in
accordance with the terms of this Agreement. Each Debtor is not a party to any
material license or any material lease that contains legally enforceable
restrictions on the granting of a security interest therein.

         (d) Validity of Security Interest. The Security Interest constitutes
(i) a legal and valid security interest which is enforceable against the
Collateral in which each Debtor now has rights and will create a security
interest which is enforceable against the Collateral in which such Debtor
hereafter acquires rights at the time such Debtor acquires any such rights and
(ii) when properly perfected by filing or otherwise, the Security Interest shall
constitute a valid perfected security interest in the Collateral, in which each
Debtor now has rights, and will have a perfected security interest in the
Collateral in which such Debtor hereafter acquires rights at the time such
Debtor acquires any such rights, to the extent that a security interest may be
perfected by filing or otherwise under the UCC or by filing an appropriate
notice with the United States Patent and Trademark Office or the United States
Copyright Office, in each case securing the payment and performance of the
Secured Obligations. The Security Interest is and shall be prior to any other
Lien on any of the Collateral, other than Permitted Liens.

                                        8

<PAGE>

         (e) Absence of Other Liens. No Debtor has filed nor consented to the
filing of (i) any financing statement or analogous document under the UCC or any
other applicable Laws covering any Collateral, (ii) any assignment in which any
Debtor assigns any Collateral or any security agreement or similar instrument
covering any Collateral with the United States Patent and Trademark Office or
the United States Copyright Office or (iii) any assignment in which any Debtor
assigns any Collateral or any security agreement or similar instrument covering
any Collateral with any Governmental Authority, which financing statement or
analogous document, assignment, security agreement or similar instrument is
still in effect, other than, in each case, with respect to a Permitted Lien.

         (f) Types of Collateral. None of the Collateral consists of, or is the
Proceeds of, As Extracted Collateral, timber to be cut, Consumer Goods, Farm
Products or Manufactured Homes.

         (g) Rights to Payment.

             (i) The Rights to Payment represent valid, binding and enforceable
         obligations of the Account Debtors or other Persons obligated thereon,
         representing undisputed, bona fide transactions completed in accordance
         with the terms and provisions contained in any documents related
         thereto, and are and will be genuine, free from Liens, and not subject
         to any adverse claims, counterclaims, setoffs, defaults, disputes,
         defenses, discounts, retainages, holdbacks or conditions precedent of
         any kind of character, except to the extent reflected by a Debtor's
         reserves for uncollectible Rights to Payment or to the extent, if any,
         that such Account Debtors or other Persons may be entitled to normal
         and ordinary course trade discounts, returns, adjustments and
         allowances in accordance with Section 5(k), or as otherwise disclosed
         to the Administrative Agent in writing;

             (ii)  To each Debtor's knowledge, all Account Debtors are solvent
         and generally paying their debts as they come due except to the extent
         that a Debtor has established adequate reserves therefor in accordance
         with GAAP;

             (iii) To each Debtor's knowledge, all Rights to Payment comply in
         all material respects with all applicable Laws concerning form, content
         and manner of preparation and execution, including where applicable any
         federal or state consumer credit laws;

             (iv)  No Debtor has assigned any of their rights under the Rights
         to Payment except as provided in this Agreement or as set forth in the
         other Loan Documents to which such Debtor is a party;

             (v)   All statements made, all unpaid balances and all other
         information in the books and records and other documentation pertaining
         to the Rights to Payment are true and correct and in all material
         respects what they purport to be; and

             (vi)  No Debtor has knowledge of any fact or circumstance which
         would impair the validity or collectibility of the Rights to Payment in
         the aggregate.

                                        9

<PAGE>

         (h) Inventory. No Inventory of any Debtor is stored with any bailee,
warehouseman or similar Person or on any premises leased to any Debtor, nor has
any such Inventory been consigned to any Debtor or consigned by any Debtor to
any Person or is held by any Debtor pursuant to a sale or return, sale on
approval or similar arrangement.

         (i) Intellectual Property.

             (i)   All Intellectual Property of any Debtor that is reasonably
         necessary for the conduct of its business is valid, subsisting,
         unexpired, enforceable and has not been abandoned, and the Debtors are
         legally entitled to use each Specified Trademark.

             (ii)  None of the Specified Trademarks is the subject of any
         licensing or franchise agreement.

             (iii) No holding, decision or judgment has been rendered by any
         Governmental Authority which would limit, cancel or question the
         validity of any Intellectual Property of any Debtor.

             (iv)  No action or proceeding is pending seeking to limit, cancel
         or question the validity of (A) any of the Specified Trademarks which
         could reasonably be expected to result in a material adverse effect on
         the conduct of any Debtor's business or (B) any other Intellectual
         Property of any Debtor which could reasonably be expected to have a
         material adverse effect on the value of the Intellectual Property in
         the aggregate.

             (v)   All applications pertaining to the Specified Trademarks have
         been duly and properly filed, and all registrations or letters
         pertaining to the Specified Trademarks have been duly and properly
         filed and issued, and all of the Specified Trademarks are valid and
         enforceable.

             (vi)  No Debtor has made any assignment or agreement in conflict
         with the Security Interest of the Administrative Agent in Collateral
         consisting of Intellectual Property.

         (j) Documents, Instruments and Chattel Paper. To each Debtor's
knowledge, all Documents, Instruments and Chattel Paper describing, evidencing
or constituting Collateral are complete, valid, and genuine.

         (k) Equipment. None of the Equipment or other Collateral is affixed to
real property, except for tangible Collateral with a book value of $250,000 or
less located in each of the offices or facilities of any Debtor shown in
Schedule 2 hereto or with respect to which a Debtor has supplied the
Administrative Agent with all information and documentation necessary to make
all fixture filings required to perfect and protect the priority of the Security
Interest of the Administrative Agent in all such Collateral which may be
fixtures as against all Persons having an interest in the premises to which such
property may be affixed. None of the Equipment is leased from or to any Person,
except for (i) non-material items and (ii) items leased under leases permitted
pursuant to Section 7.06 of the Credit Agreement.

                                       10

<PAGE>

         (l) Consents. Except for (i) the filing or recording of UCC financing
statements; (ii) the filing of appropriate notices with the United States Patent
and Trademark Office and the United States Copyright Office; or (iii) obtaining
control to perfect the Security Interest granted by each Debtor pursuant hereto,
no consent or authorization of, filing with, or other act by or in respect of,
any arbitrator or Governmental Authority and no consent of any other Person
(including any stockholder, member or creditor of any Debtor), is required (A)
for the grant by each Debtor of the Security Interest in the Collateral pursuant
hereto or for the execution, delivery or performance of this Agreement by each
Debtor or (B) for the perfection of the Security Interest or the exercise by the
Administrative Agent of the rights and remedies provided for in this Agreement.

         5.  Covenants. In addition to the covenants of each Debtor set forth in
the Guaranty Agreement, which are incorporated herein by this reference, so long
as the Guaranty Agreement shall remain in effect, any Lender shall have any
Commitment under the Credit Agreement, any Specified Swap Contract shall be in
effect or any of the Secured Obligations shall remain unpaid or unsatisfied,
each Debtor shall:

         (a) Defense of Collateral. At its own cost and expense, take any and
all actions necessary to defend title to the Collateral against all Persons and
to defend the Security Interest of the Administrative Agent in the Collateral
and the priority thereof against any Lien, other than Permitted Liens.

         (b) Preservation of Collateral. Maintain, preserve and protect the
tangible Collateral in good working order and condition, ordinary wear and tear
excepted; not use the Collateral in violation of the provisions of this
Agreement or any other agreement relating to the Collateral or any policy
insuring the Collateral or any applicable requirement of Law; and not permit any
Collateral to be or become a fixture to real property or an accession to other
personal property unless the Administrative Agent has a valid, perfected and
first priority security interest for the benefit of the Lenders in such real or
personal property.

         (c) Change of Name, Identity or Structure. Promptly to notify the
Administrative Agent in writing of any change (i) in its corporate or
organization name; (ii) in the location of its chief executive office, its
principal place of business, any office in which it maintains books or records
relating to the Collateral owned by it; (iii) in its identity, type of
organization, corporate structure or jurisdiction of incorporation or
organization; or (iv) in its Federal Taxpayer Identification Number or other
identification number given by its jurisdiction of incorporation or
organization, and not to effect or permit any change referred to in clauses (i)
through (iv) unless all filings have been made under the UCC or otherwise that
are required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected first priority
security interest in all the Collateral.

         (d) Location of Collateral. Promptly notify the Administrative Agent in
writing of any change in the location of any office or facility at which
Collateral owned by it (including the establishment of any such new office or
facility) with a book value in excess of $1,000,000 is located.

                                       11

<PAGE>

     (e)  Maintenance of Records. Maintain, at its own cost and expense, such
complete and accurate records with respect to the Collateral owned by it as is
consistent with its current practices and in accordance with such prudent and
standard practices used in industries that are the same as or similar to those
in which such Debtor is engaged, but in any event to include complete accounting
records indicating all payments and proceeds received with respect to any part
of the Collateral, mark its books and records to reflect the Security Interest,
and, at such time or times as the Administrative Agent may reasonably request,
promptly provide the Administrative Agent with a duly certified listing in form
and detail satisfactory to the Administrative Agent showing the identity, amount
and location of any and all Collateral.

     (f)  Disposition of Collateral. Not make or permit to be made any sale,
transfer, license or other disposition of any of the Collateral or any right or
interest therein and shall remain at all times in possession of the Collateral,
except to the extent permitted by the Guaranty Agreement.

     (g)  No Liens. Not make or permit to be made an assignment, pledge or
hypothecation of any of the Collateral or create or permit to exist any Lien
upon or with respect to any of the Collateral, other than Permitted Liens.

     (h)  Insurance. Maintain insurance covering physical loss or damage to all
of the tangible Collateral in accordance with Section 6.07 of the Credit
Agreement.

     (i)  Taxes. Pay promptly when due all taxes and other governmental charges,
all Liens and all other charges now or hereafter imposed upon, relating to or
affecting any of the Collateral.

     (j)  Leased Premises. Upon the request of the Administrative Agent, use
diligent efforts to obtain from each Person from whom a Debtor leases any office
or facility (other than the New York Office) at which tangible Collateral with a
book value in excess of $1,000,000 is at any time present such subordination,
waiver, consent and estoppel agreements as the Administrative Agent may require,
in form and substance reasonably satisfactory to the Administrative Agent.

     (k)  Rights to Payment.

          (i)  Upon the request of the Administrative Agent, promptly provide
     the Administrative Agent with: (A) present status reports relating to the
     Accounts; (B) accurate records and summaries of Accounts, including
     detailed agings specifying the name, face value and date of each invoice,
     and listings of Accounts that are disputed or have been cancelled; and (C)
     such other matters and information relating to the Accounts as the
     Administrative Agent shall from time to time reasonably request;

          (ii) Give only normal discounts, allowances and credits as to Accounts
     and other Rights to Payment, in the ordinary course of business, according
     to normal trade practices utilized by such Debtor in the past, and enforce
     all Accounts and other Rights to Payment strictly in accordance with their
     terms, and take all such action to such end as may from time to time be
     reasonably requested by the Administrative Agent, except that such Debtor
     may grant any extension of the time for payment;

                                       12

<PAGE>

          (iii)  If any discount, allowance, credit, extension of time for
     payment, agreement to make a rebate or otherwise to reduce the amount owing
     on, or compromise or settle, an Account or other Right to Payment exists or
     occurs, or if, to the knowledge of such Debtor, any material dispute,
     setoff, claim, counter-claim or defense exists or has been asserted or
     threatened with respect to an Account or other Right to Payment, disclose
     such fact fully to the Administrative Agent in the books and records
     relating to such Account or other Right to Payment and in connection with
     any invoice or report furnished by such Debtor to the Administrative Agent
     relating to such Account or other Right to Payment;

          (iv)   If at any time a Debtor shall take a security interest in any
     property of an Account Debtor or any other Person to secure payment and
     performance of an Account or other Right to Payment, such Debtor shall
     promptly assign such security interest to the Administrative Agent, which
     assignment need not be filed of public record unless necessary to continue
     the perfected status of the security interest against creditors of and
     transferees from the Account Debtor or other Person granting the security
     interest;

          (v)    In accordance with its sound business judgment perform and
     comply in all material respects with its obligations in respect of the
     Accounts and other Rights to Payment;

          (vi)   Upon the request of the Administrative Agent, mark the Accounts
     and other Rights to Payment and all of such Debtor's books and records
     pertaining thereto with such legends as the Administrative Agent shall
     reasonably specify to reference to the fact that the Accounts and other
     Rights to Payment have been assigned to the Administrative Agent for the
     benefit of the Lenders and that the Administrative Agent has a security
     interest therein;

          (vii)  Upon the request of the Administrative Agent after the
     occurrence and during the continuance of an Event of Default (A) notify all
     or any designated portion of the Account Debtors of the Security Interest
     and (B) notify the Account Debtors or any designated portion thereof that
     payment shall be made directly to the Administrative Agent or to such other
     Person or location as the Administrative Agent shall specify; and

          (viii) Upon the occurrence of any Event of Default, establish such
     lockbox or similar arrangements for the payment of the Accounts and other
     Rights to Payment as the Administrative Agent shall require.

     (l)  Collateral Held by Bailee, Etc. If any Collateral is at any time in
the possession or control of a warehouseman, bailee or any agent or processor of
a Debtor, (i) notify the Administrative Agent of such possession, (ii) notify
such Person of the Security Interest and (iii) obtain a written acknowledgment
from such Person that it is holding such Collateral subject to the Security
Interest and the instructions of the Administrative Agent.

     (m)  Inventory. Upon the request of the Administrative Agent: (i) promptly
provide the Administrative Agent with a report of all Collateral consisting of
Inventory, in form and substance satisfactory to the Administrative Agent; (ii)
take a physical listing of such Inventory

                                       13

<PAGE>

and promptly deliver a copy of such physical listing to the Administrative
Agent; and (iii) if any Collateral consisting of Inventory is at any time
evidenced by a document of title, immediately deliver such document of title to
the Administrative Agent.

     (n)  Equipment. Upon the request of the Administrative Agent, deliver to
the Administrative Agent a report of each item or category of Equipment
constituting Collateral with a fair market value of $250,000 or more, in form
and substance satisfactory to the Administrative Agent.

     (o)  Copyrights.

          (i)   Employ the Copyright for each material work with such notice of
     copyright as may be required by law to secure copyright protection.

          (ii)  Not do any act or knowingly omit to do any act whereby any
     Material Copyright may become invalidated and (A) not do any act, or
     knowingly omit to do any act, whereby any Material Copyright may become
     injected into the public domain; (B) promptly notify the Administrative
     Agent immediately if it knows, or has reason to know, that any Material
     Copyright could reasonably be expected to become injected into the public
     domain or of any adverse determination or development (including the
     institution of, or any such determination or development in, any proceeding
     in any court or tribunal in the United States or any other country)
     regarding such Debtor's ownership of any such Material Copyright or its
     validity; (C) take all commercially reasonable steps as it shall deem
     appropriate under the circumstances, to maintain and pursue each
     application (and to obtain the relevant registration) and to maintain each
     registration of each Material Copyright owned by such Debtor, including
     filing of applications for renewal where necessary; and (D) promptly notify
     such Debtor of any material infringement of any Material Copyright of such
     Debtor of which it becomes aware and take such actions as it shall
     reasonably deem appropriate under the circumstances to protect such
     Material Copyright, including, where appropriate, the bringing of suit for
     infringement, seeking injunctive relief and seeking to recover any and all
     damages for such infringement.

          (iii) Except for licenses to third parties in the ordinary course of
     business, not make any assignment or agreement in conflict with the
     Security Interest of the Administrative Agent in Collateral consisting of
     Copyrights.

     (p)  Trademarks.

          (i)   (A) Continue to use each Material Trademark, in order to
     maintain such Material Trademark in full force free from any claim of
     abandonment for non-use; (B) maintain as in the past the quality of
     products and services offered under each Material Trademark; (C) employ
     each Material Trademark with the appropriate notice of registration; (D)
     not adopt or use any mark which is confusingly similar or a colorable
     imitation of any Specified Trademark unless the Administrative Agent, for
     the ratable benefit of the Lenders, shall obtain a perfected security
     interest in such mark pursuant to this Agreement; and (E) not (and not
     permit any licensee or sublicensee thereof to) do any act or knowingly omit
     to do any act whereby any Material Trademark may become invalidated.

                                       14

<PAGE>

          (ii)  Promptly notify the Administrative Agent if it knows, or has
     reason to know, that any application or registration relating to any
     Material Trademark may become abandoned or dedicated, or of any adverse
     determination or development (including, the institution of, or any such
     determination or development in, any proceeding in the United States Patent
     and Trademark Office or any court or tribunal in any country) regarding any
     Debtor's ownership of any such Material Trademark or its right to register
     the same or to keep, maintain and use the same.

          (iii) Whenever such Debtor, either by itself or through an agent,
     employee, licensee or designee, shall file an application for the
     registration of any Material Trademark with the United States Patent and
     Trademark Office or any similar office or agency in any other country or
     any political subdivision thereof, such Debtor shall report such filing to
     the Administrative Agent within five Business Days after the last day of
     the fiscal quarter in which such filing occurs. Upon request of the
     Administrative Agent, such Debtor shall execute and deliver any and all
     agreements, instruments, documents and papers as the Administrative Agent
     may reasonably request to evidence the Administrative Agent's and the
     Lenders' security interest in any Trademark and the goodwill and General
     Intangibles of such Debtor relating thereto or represented thereby.

          (iv)  Take all reasonable and necessary steps, including, in any
     proceeding before the United States Patent and Trademark Office, or any
     similar office or agency in any other country or any political subdivision
     thereof, to maintain and pursue each application, to obtain the relevant
     registration and to maintain each registration of each Material Trademark,
     including filing of applications for renewal, affidavits of use and
     affidavits of incontestability.

          (v)   Promptly after learning thereof, notify the Administrative Agent
     and each Lender that any Material Trademark is infringed, misappropriated
     or diluted by a third party and then promptly sue for infringement,
     misappropriation or dilution, to seek injunctive relief where appropriate
     and to recover any and all damages for such infringement, misappropriation
     or dilution, or take such other actions as it shall reasonably deem
     appropriate under the circumstances to protect such Material Trademark.

          (vi)  Except for licenses to third parties in the ordinary course of
     business, not make any assignment or agreement in conflict with the
     Security Interest of the Administrative Agent in Collateral consisting of
     Trademarks.

     (q)  New Copyrights and Trademarks. Deliver to the Administrative Agent
within 45 days after the end of each calendar quarter, a listing of all
applications, if any, for new Material Copyrights or Material Trademarks
(together with a listing of the issuance of registrations or letters on present
applications), which new applications and issued registrations or letters shall
be subject to the terms and conditions hereunder.

                                       15

<PAGE>

     (r)  Fixtures. Except for tangible Collateral with a book value of $250,000
or less located in each of the offices or facilities of any Debtor shown in
Schedule 2 hereto or with respect to which a Debtor has supplied the
Administrative Agent with all information and documentation necessary to make
all fixture filings required to perfect and protect the priority of the
Administrative Agent's security interest such Collateral, maintain all of the
Collateral as personal property and not affix any of the Collateral to any real
property in a manner which would change its nature from personal property to
real property or a Fixture.

     (s)  Notices, Reports and Information. (i) Promptly notify the
Administrative Agent of any material claim made or asserted against the
Collateral by any Person and of any change in the composition of the Collateral
or other event which could materially adversely affect the value of the
Collateral or the Security Interest of the Administrative Agent therein; (ii)
upon the request of the Administrative Agent promptly provide to the
Administrative Agent such statements, listings and schedules further identifying
and describing the Collateral and such other reports and other information in
connection with the Collateral as the Administrative Agent may reasonably
request, all in reasonable detail; and (iii) upon request of the Administrative
Agent make such demands and requests for information and reports as such Debtor
is entitled to make in respect of the Collateral.

     6.   Other Actions. In order to further insure the attachment, perfection
and priority of, and the ability of the Administrative Agent to enforce, the
Administrative Agent's security interest in the Collateral, each Debtor agrees,
in each case at its own expense, to take the following actions with respect to
the following Collateral:

     (a)  Instruments. Upon the request of the Administrative Agent, immediately
deliver any Instruments held by such Debtor appropriately endorsed or
accompanied by such instruments of transfer or assignment duly executed in blank
as the Administrative Agent reasonably may from time to time specify.

     (b)  Electronic Chattel Paper and Transferable Records. Upon the request of
the Administrative Agent, take such action as the Administrative Agent may
reasonably request to vest in the Administrative Agent (i) control of any
Electronic Chattel Paper of such Debtor under Section 9A-105 the UCC and (ii)
control of any "transferable record" of such Debtor under and as defined in
Section 201 of the Federal Electronic Signatures in Global and National Commerce
Act, or, as the case may be, Section 16 of the Uniform Electronic Transactions
Act as in effect in any relevant jurisdiction, as so in effect in the relevant
jurisdiction.

     7.   Further Assurances. Each Debtor agrees, at its own expense, to
execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Administrative Agent
may from time to time request to better assure, preserve, protect and perfect
the Security Interest and the rights and remedies of the Administrative Agent
hereunder, including the payment of any fees and taxes required in connection
with the execution and delivery of this Agreement, the granting of the Security
Interest and the filing of any financing statements or other documents in
connection herewith or therewith. If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any Document,
Instrument or Chattel Paper, such Document, Instrument or Chattel Paper shall be
promptly delivered to the Administrative Agent, appropriately endorsed

                                       16

<PAGE>

or accompanied by such instruments of transfer or assignment duly executed in
blank as the Administrative Agent reasonably may from time to time specify. Each
Debtor agrees that it will use its reasonable best efforts to take such action
as shall be necessary in order that all representations and warranties hereunder
shall be true and correct with respect to such Collateral within 30 days after
the date it has been notified by the Administrative Agent of the specific
identification of such Collateral.

     8.   Inspection and Verification. The Administrative Agent and such Persons
as the Administrative Agent may reasonably designate shall have the right, at
the Debtors' own cost and expense, to inspect the Collateral, all records
related thereto (and to make extracts and copies from such records) and the
premises upon which any of the Collateral is located, to discuss each Debtor's
affairs with the senior officers of such Debtor and, upon the occurrence and
during the continuation of an Event of Default, with their independent
accountants and to verify under reasonable procedures the validity, amount,
quality, quantity, value, condition and status of, or any other matter relating
to, the Collateral, including, in the case of Accounts and other Rights to
Payment or Collateral in the possession of any third person, by contacting
Account Debtors or the third person possessing such Collateral for the purpose
of making such a verification. The Administrative Agent shall have the absolute
right to share any information it gains from such inspection or verification
with any Lender (it being understood that any such information shall be deemed
to be "Information" subject to the provisions of Section 10.08 of the Credit
Agreement).

     9.   Collection of Rights to Payment. Until the Administrative Agent
exercises its rights hereunder to collect Rights to Payment, each Debtor shall
endeavor in the first instance diligently to collect all amounts due or to
become due on or with respect to the Rights to Payment. At the request of the
Administrative Agent, upon the occurrence and during the continuation of an
Event of Default, all remittances received by any Debtor shall be held in trust
for the Administrative Agent and, in accordance with the Administrative Agent's
instructions, remitted to the Administrative Agent or deposited to an account
with the Administrative Agent in the form received (appropriately endorsed or
accompanied by necessary instruments of transfer).

     10.  Rights of Administrative Agent.

     (a)  Power of Attorney. Each Debtor hereby appoints the Administrative
Agent the attorney-in-fact of each Debtor, effective upon the occurrence and
during the continuance of an Event of Default, for the purpose of carrying out
the provisions of this Agreement and taking any action and executing any
instrument that the Administrative Agent may deem necessary or advisable to
accomplish the purposes hereof. Without limiting the generality of the
foregoing, the Administrative Agent shall have the right, upon the occurrence
and during the continuance of an Event of Default, with full power of
substitution either in the Administrative Agent's name or in the name of each
Debtor:

          (i)  take possession of and endorse any notes, acceptances, checks,
     drafts, money orders or other forms of payment or security and collect any
     Proceeds of any Collateral;

          (ii) sign and endorse any invoice or bill of lading relating to any of
     the Collateral, warehouse or storage receipts, drafts against customers or
     other obligors, assignments, notices of assignment, verifications and
     notices to customers or other obligors;

                                       17

<PAGE>

          (iii)  notify the Postal Service authorities to change the address for
     delivery of mail addressed to such Debtor to such address as the
     Administrative Agent may designate and, without limiting the generality of
     the foregoing, establish with any Person lockbox or similar arrangements
     for the payment of the Rights to Payment;

          (iv)   receive, open and dispose of all mail addressed to such Debtor;

          (v)    send requests for verification of Rights to Payment to any
     Account Debtor;

          (vi)   notify, or to require such Debtor to notify, Account Debtors to
     make all payments directly to the Administrative Agent;

          (vii)  assert, adjust, sue for, compromise or release any claims under
     any policies of insurance;

          (viii) notify each Person maintaining lockbox or similar arrangements
     for the payment of the Rights to Payment to remit all amounts representing
     collections on the Rights to Payment directly to the Administrative Agent;

          (ix)   ask, demand, collect, receive and give acquittances and
     receipts for any and all Rights to Payment, enforce payment or any other
     rights in respect of the Rights to Payment and other Collateral, grant
     consents, agree to any amendments, modifications or waivers of the
     agreements and documents governing the Rights to Payment and other
     Collateral, and otherwise file any claims, take any action or institute,
     defend, settle or adjust any actions, suits or proceedings with respect to
     the Collateral, as the Administrative Agent may deem necessary or desirable
     to maintain, preserve and protect the Collateral, to collect the Collateral
     or to enforce the rights of the Administrative Agent with respect to the
     Collateral;

          (x)    execute any and all applications, documents, papers and
     instruments necessary for the Administrative Agent to use the Intellectual
     Property and grant or issue any exclusive or non-exclusive license or
     sublicense with respect to any Intellectual Property;

          (xi)   execute any and all endorsements, assignments or other
     documents and instruments necessary to sell, lease, assign, convey or
     otherwise transfer title in or dispose of the Collateral; and

          (xii)  execute any and all such other documents and instruments, and
     do any and all acts and things for and on behalf of such Debtor, which the
     Administrative Agent may deem necessary or advisable to maintain, protect,
     realize upon and preserve the Collateral and the Administrative Agent's
     security interest therein and to accomplish the purposes of this Agreement.

                                       18

<PAGE>

The foregoing power of attorney is coupled with an interest and irrevocable so
long as the Guaranty Agreement shall remain in effect, any Lender shall have any
Commitment under the Credit Agreement, any Specified Swap Contract shall be in
effect or any of the Secured Obligations shall remain unpaid or unsatisfied.
Each Debtor hereby ratifies, to the fullest extent permitted by applicable Laws,
all that the Administrative Agent shall lawfully and in good faith do or cause
to be done by virtue of and in compliance with this subsection (a).

     (b)  Performance of Debtor Obligations. The Administrative Agent may
perform or pay any obligation which any Debtor has agreed to perform or pay
under or in connection with this Agreement, and each Debtor shall reimburse the
Administrative Agent on demand for any amounts paid by the Administrative Agent
pursuant to this subsection (b).

     (c)  Administrative Agent's Duties. Notwithstanding any provision contained
in this Agreement, the Administrative Agent shall have no duty to exercise any
of the rights, privileges or powers afforded to it and shall not be responsible
to any Debtor or any other Person for any failure to do so or delay in doing so.

     (d)  Rights of Required Lenders. All rights of the Administrative Agent
under this Agreement, if not exercised by the Administrative Agent, may be
exercised by the Required Lenders.

     11.  Events of Default. The occurrence of an event which under the Credit
Agreement would constitute an Event of Default shall be an event of default
hereunder (an "Event of Default").

     12.  Remedies.

     (a)  General Remedies. Upon the occurrence and during the continuation of
an Event of Default, the Administrative Agent shall have, in addition to all
other rights and remedies granted to it in this Agreement, the Guaranty
Agreement, the Credit Agreement or any other Loan Document, all rights and
remedies of a secured party under the UCC and other applicable Laws. Without
limiting the generality of the foregoing, each Debtor agrees that the
Administrative Agent may:

          (i)   require such Debtor to assemble all or any part of the
     Collateral and make it available to the Administrative Agent at any place
     and time designated by the Administrative Agent;

          (ii)  peaceably and without notice enter any premises of such Debtor,
     take possession of any the Collateral, remove or dispose of all or part of
     the Collateral on any premises or elsewhere, and otherwise collect,
     receive, appropriate and realize upon all or any part of the Collateral,
     and demand, give receipt for, settle, renew, extend, exchange, compromise,
     adjust, or sue for all or any part of the Collateral, as the Administrative
     Agent may determine;

          (iii) cause the Security Interest with respect to any of the
     Collateral consisting of Intellectual Property to become an assignment,
     transfer and conveyance of any of or all such Collateral by such Debtor to
     the Administrative Agent, or to license or

                                       19

<PAGE>

     sublicense, whether general, special or otherwise, and whether on an
     exclusive or non-exclusive basis, any such Collateral throughout the world
     on such terms and conditions and in such manner as the Administrative Agent
     shall determine (other than in violation of any then-existing licensing
     arrangements to the extent that waivers cannot be obtained);

          (iv) secure the appointment of a receiver of the Collateral or any
     part thereof to the extent and in the manner provided by applicable Laws;
     and

          (v)  sell, resell, lease, use, assign, transfer or otherwise dispose
     of any or all of the Collateral in its then condition or following any
     commercially reasonable preparation or processing (utilizing in connection
     therewith any of such Debtor's assets, without charge or liability to the
     Administrative Agent therefor) at public or private sale or at any broker's
     board or on any securities exchange, by one or more contracts, in one or
     more parcels, at the same or different times, for cash or credit, or for
     future delivery without assumption of any credit risk, all as the
     Administrative Agent deems advisable; provided, however, that such Debtor
     shall be credited with the net proceeds of sale only when such proceeds are
     finally collected by the Administrative Agent.

     (b)  Sale of Collateral. Each purchaser at any sale pursuant to this
Agreement shall hold the property sold absolutely, free from any claim or right
on the part of a Debtor, and each Debtor hereby waives, to the fullest extent
permitted by applicable Laws, all rights of redemption, stay and appraisal which
each such Debtor now has or may at any time in the future have under any rule of
law or statute now existing or hereafter enacted. Neither the Administrative
Agent's compliance with the UCC or any other applicable requirement of Law, in
the conduct of any sale made pursuant to this Agreement, nor its disclaimer of
any warranties relating to the Collateral, shall be considered to adversely
affect the commercial reasonableness of such sale. The Administrative Agent
shall give any Debtor 10 days' written notice (which each Debtor agrees is
reasonable notice within the meaning of Section 9A-612 of the UCC) of the
Administrative Agent's intention to make any sale of Collateral. The
Administrative Agent shall not be obligated to make any sale of any Collateral
if it shall determine not to do so, regardless of the fact that notice of sale
of such Collateral shall have been given. The Administrative Agent may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. To the fullest extent permitted by
applicable Laws, the Administrative Agent or any other Lender may bid for or
purchase the Collateral or any part thereof offered for sale and may make
payment on account thereof by using any claim then due and payable to the
Administrative Agent or such Lender from a Debtor as a credit against the
purchase price and the Administrative Agent or such Lender may, upon compliance
with the terms of sale, hold, retain and dispose of such property without
further accountability to such Debtor therefor. For purposes hereof, a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale thereof; the Administrative Agent shall be free to carry out such sale
pursuant to such agreement and the Debtors shall not be entitled to the return
of the Collateral or any portion thereof subject thereto, notwithstanding the
fact that after the Administrative Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Secured
Obligations paid in full. To the fullest extent permitted by applicable Laws,
any sale pursuant to the provisions of this subsection (b) shall be deemed to
conform to the commercially reasonable standards as provided in Section
9A-610(b) of the UCC.

                                       20

<PAGE>

     (c)  License. For the purpose of enabling the Administrative Agent to
exercise its rights and remedies under this Section or otherwise in connection
with this Agreement, each Debtor hereby grants to the Administrative Agent an
irrevocable, non-exclusive license (exercisable without payment of royalty or
other compensation to each such Debtor) to use, license or sub-license any of
the Collateral now owned or hereafter acquired by such Debtor, and wherever the
same may be located, and including in such license reasonable access to all
media in which any of the licensed items may be recorded or stored and to all
computer software and programs used for the compilation or printout thereof. The
use of such license by the Administrative Agent shall be exercised, at the
option of the Administrative Agent, solely upon the occurrence and during the
continuation of an Event of Default; provided that any license, sub-license or
other transaction entered into by the Administrative Agent in accordance
herewith shall be binding upon such Debtor notwithstanding any subsequent cure
of such Event of Default.

     (d)  Proceeds Account. To the extent that any of the Secured Obligations
may be contingent, unmatured or unliquidated (including with respect to undrawn
amounts under any Letter of Credit or contingent amounts due under any Specified
Swap Contract) upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent may, at its option, (i) retain the proceeds of
any sale, collection, disposition or other realization upon the Collateral (or
any portion thereof) in a special purpose interest-bearing restricted deposit
account (the "Proceeds Account") created and maintained by the Administrative
Agent for such purpose (which shall constitute part of the Collateral hereunder)
until such time as the Administrative Agent may elect to apply such proceeds to
the Secured Obligations, and any Debtor agrees that such retention of such
proceeds by the Administrative Agent shall not be deemed strict foreclosure with
respect thereto; (ii) in any manner elected by the Administrative Agent,
estimate the liquidated amount of any such contingent, unmatured or unliquidated
claims and apply the proceeds of the Collateral against such amount; or (iii)
otherwise proceed in any manner permitted by applicable Laws. Each Debtor agrees
that the Proceeds Account shall be a blocked account and that upon the
irrevocable deposit of funds into the Proceeds Account, none of the Debtors
shall have any right of withdrawal with respect to such funds. Accordingly, each
Debtor irrevocably waives until the termination of this Agreement and the
Security Interest in accordance with Section 27 the right to make any withdrawal
from the Proceeds Account and the right to instruct the Administrative Agent to
honor drafts against the Proceeds Account.

     (e)  Retention of Collateral. The Administrative Agent may, after providing
the notices required by Section 9A-505(2) of the UCC or otherwise complying with
any requirement of applicable Laws, accept or retain the Collateral or any part
thereof in satisfaction of the Secured Obligations. Unless and until the
Administrative Agent shall have provided such notices, however, the
Administrative Agent shall not be deemed to have retained any Collateral in
satisfaction of any Secured Obligations for any reason.

     (f)  Duty of Care. Except for the exercise of reasonable care in the
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Administrative Agent shall have no duty
as to any Collateral or as to the taking of any necessary

                                       21

<PAGE>

steps to preserve rights against prior parties or any other rights pertaining to
any Collateral. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which the
Administrative Agent accords its own property. Neither the Administrative Agent
nor any of its Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact shall be liable for failure to demand, collect or realize upon
all or any part of the Collateral or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Collateral upon the request
of any Debtor or otherwise.

         (g) Application of Proceeds. Subject to subsection (d) above, the cash
proceeds actually received from the sale or other disposition or collection of
the Collateral, and any other amounts received in respect of the Collateral the
application of which is not otherwise provided for herein, shall be applied

             First, to payment of any reasonable fees, costs or out-of-pocket
         expenses (including Attorney Costs) incurred by the Administrative
         Agent in connection with sale or other disposition or collection of
         Collateral;

             Second, to payment of any fees, costs, or out-of-pocket expenses
         (including Attorney Costs) payable to the Administrative Agent under
         this Agreement;

             Third, to payment in full of the Secured Obligations (to the extent
         not included in clause First or Second above) in accordance with
         Section 8.03 of the Credit Agreement; and

             Last, the balance, if any, after all of the Secured Obligations
         have been indefeasibly paid in full, ratably to the Debtors (in a
         manner to be determined by the Administrative Agent) or as otherwise
         required by Law.

The Administrative Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Each Debtor shall remain liable to the Administrative Agent and the
Lenders for any deficiency which exists after any sale or other disposition or
collection of the Collateral.

         13. Certain Waivers. Each Debtor waives, to the fullest extent
permitted by applicable Laws, (a) any right of redemption with respect to the
Collateral, whether before or after sale hereunder, and all rights, if any, of
marshalling of the Collateral or other collateral or security for the Secured
Obligations; (b) any right to require the Administrative Agent (i) to proceed
against any Person, (ii) to exhaust any other collateral or security for any of
the Secured Obligations, (iii) to pursue any remedy in the Administrative
Agent's power, or (iv) to make or give any presentments, demands for
performance, notices of nonperformance, protests, notices of protests or notices
of dishonor in connection with any of the Collateral; and (c) all claims,
damages, and demands against the Administrative Agent arising out of the
repossession, retention, sale or application of the proceeds of any sale of the
Collateral.

         14. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in
Section 10.02 of the Credit Agreement and Section 18 of the Guaranty Agreement.

                                       22

<PAGE>

         15. No Waiver; Cumulative Remedies. No failure by the Administrative
Agent or any Lender to exercise, and no delay in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. No waiver of any single breach or default
under this Agreement shall be deemed a waiver of any other breach or default.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges that may otherwise
be available to the Administrative Agent and the Lenders. Any single or partial
exercise of any right or remedy shall not preclude the further exercise thereof
or the exercise of any other right or remedy.

         16. Costs and Expenses; Indemnification; Other Charges.

         (a) Costs and Expenses. Each Debtor agrees to pay upon demand to the
Administrative Agent the amount of any and all reasonable fees, costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with (i) the administration of this Agreement (including the
customary fees and charges of the Administrative Agent or any of its Affiliates
for any audits conducted by it or on its behalf with respect to Collateral),
(ii) the custody or preservation of, or the sale of, collection from or other
realization upon any of the Collateral (including all expenses of taking,
collecting, holding, sorting, handling, preparing for sale, selling, or the
like, and other such expenses of sales and collections of Collateral), (iii) the
exercise, enforcement or protection of any of the rights of the Administrative
Agent and the Lenders under this Agreement (including all such costs and
expenses incurred during any "workout" or restructuring in respect of the
Secured Obligations and during any legal proceeding, including any proceeding
under any Debtor Relief Law) or (iv) the failure of any Debtor to perform or
observe any its obligations under this Agreement.

         (b) Indemnification. Each Debtor shall indemnify and hold harmless the
Administrative Agent and its Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with this Agreement or the
transactions contemplated hereby or any action taken or omitted to be taken by
it hereunder (the "Indemnified Liabilities"), in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. The agreements in this subsection (b) shall
survive the termination of the Commitments and the repayment, satisfaction or
discharge of all the Secured Obligations.

         (c) Additional Secured Obligations. All amounts due under this Section
shall be payable within 10 days of written demand therefor. If any amount
payable by any Debtor under this Agreement is not paid when due, such amount
shall (i) thereafter bear interest at a

                                       23

<PAGE>

fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws and (ii) be additional Secured
Obligations secured hereby and by the other Collateral Documents.

         17. Successor and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and, except that the Debtors may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the
Administrative Agent (and any attempted assignment or transfer by any Debtor
without such consent shall be null and void).

         18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF WASHINGTON, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND TO THE EXTENT THE VALIDITY OR PERFECTION OF THE
SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY
COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN WASHINGTON;
PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.

         19. Amendments, Etc. No amendment or waiver of any provision of this
Agreement, and no consent to any departure by any Debtor therefrom, shall be
effective unless in writing signed by the Administrative Agent and such Debtor,
subject to any consent required in accordance with Section 10.01 of the Credit
Agreement, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit under the Credit Agreement shall not be construed as a waiver of any
Default under the Credit Agreement.

         20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         21. Integration. This Agreement, together with the other Loan
Documents, comprises the complete, final and integrated agreement of the parties
on the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter.

         22. Additional Debtors. Pursuant to Section 6.12 of the Credit
Agreement, each Domestic Subsidiary was not a Guarantor on the date of the
Credit Agreement is required to enter into the Guaranty Agreement as a Guarantor
and this Agreement as a Debtor upon becoming a Material Subsidiary. Upon the
execution and delivery by such Material Subsidiary of an instrument in the form
of Annex 1 hereto and acceptance thereof by the Administrative Agent, such
Material Subsidiary shall become a Debtor hereunder with the same force and
effect as if originally named as a Debtor herein. The execution and delivery of
any such instrument shall not require the consent of any other Debtor hereunder.
The rights and obligations of each Debtor hereunder shall remain in full force
and effect notwithstanding the addition of any new Debtor as a party to this
Agreement.

                                       24

<PAGE>

         23. Joint and Several Liability. All obligations of the Debtors
hereunder are the joint and several obligation of each Debtor and each Debtor
expressly disclaims any intent to execute this Agreement merely as an
accommodation party or as a guarantor of any the other Debtor's obligations
hereunder.

         24. Severability. Any provision of this Agreement 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, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

         25. Incorporation of Provisions of the Credit Agreement. To the extent
the Credit Agreement contains provisions of general applicability to the Loan
Documents, including any such provisions contained in Article X thereof, such
provisions are incorporated herein by this reference.

         26. No Inconsistent Requirements. Each Debtor acknowledges that this
Agreement and the other Loan Documents may contain covenants and other terms and
provisions variously stated regarding the same or similar matters, and agrees
that all such covenants, terms and provisions are cumulative and all shall be
performed and satisfied in accordance with their respective terms.

         27. Termination. This Agreement and the Security Interest shall
terminate when all of the Secured Obligations shall have been finally and
indefeasibly paid in full (other than contingent indemnification obligations),
the Guaranty Agreement shall no longer be in effect, the Aggregate Commitments
have been terminated, all Letters of Credit issued or deemed issued pursuant to
the Credit Agreement have expired or been terminated and all Specified Swap
Contracts have been terminated; provided, however, that the obligations of each
Debtor under Section 16 shall survive such termination.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                               GETTY IMAGES
                                               (PHOTOGRAPHERS), INC.


                                               By:______________________________

                                               Name: ___________________________

                                               Title: __________________________

                                       25

<PAGE>

                                               GETTY IMAGES (US), INC.


                                               By: _____________________________

                                               Name: ___________________________

                                               Title: __________________________

                                               GETTY IMAGES (SEATTLE), INC.


                                               By: _____________________________

                                               Name: ___________________________

                                               Title: __________________________

                                               EYEWIRE, INC.


                                               By: _____________________________

                                               Name: ___________________________

                                               Title: __________________________

                                               ALLSPORT PHOTOGRAPHY USA, INC.


                                               By: _____________________________

                                               Name: ___________________________

                                               Title: __________________________

                                               BANK OF AMERICA, N.A., as
                                               Administrative Agent


                                               By: _____________________________

                                               Name: ___________________________

                                               Title: __________________________

                                       26

<PAGE>

                                                                      SCHEDULE 1

                       LOCATION OF CHIEF EXECUTIVE OFFICE,
                           LEGAL NAME AND TRADE NAMES

Part (a).       Location of chief executive office and chief place of business.
                --------------------------------------------------------------

             Address                         State                   County
             -------                         -----                   ------

Getty Images (Photographers), Inc.
----------------------------------

2450 Colorado Avenue, #500 West            California              Los Angeles
Santa Monica, California
90404

Getty Images (US), Inc.
-----------------------

75 Varick Street                           New York                 New York
New York, New York  10013

Getty Images (Seattle), Inc.
----------------------------

601 North 34th Street                      Washington                 King
Seattle, Washington  98103

Eyewire, Inc.
-------------

833 Fourth Avenue S.W.,                    Canada          South Alberta Land
Suite 1220                                                 Registration District
Calgary, Alberta, Canada
T2P 3T5

Allsport Photography USA, Inc.
------------------------------

2450 Colorado Avenue, #500 West            California              Los Angeles
Santa Monica, California
90404

                                  Schedule 1-1

<PAGE>

Part (b).         Legal name, state of formation and organization number.
                  ------------------------------------------------------

<TABLE>
<CAPTION>
                 Legal Name                          State of Formation              Organizational Number
                 ----------                          ------------------              ---------------------

Getty Images (Photographers), Inc.
----------------------------------
<S>                                                  <C>                             <C>
Getty Images (Photographers), Inc.                       California                             C2364586

Getty Images (US), Inc.
-----------------------

Getty Images (US), Inc.                                  New York                                   none

Getty Images (Seattle), Inc.
----------------------------

Getty Images (Seattle), Inc.                            Washington                           601-815-818

Eyewire, Inc.
-------------

Eyewire, Inc.                                            Delaware                                2939473

Allsport Photography USA, Inc.
------------------------------

Allsport Photography USA, Inc.                           California                             C1322522
</TABLE>


Part (c).         Trade names.
                  -----------

Getty Images (Photographers), Inc.
----------------------------------

N/A

Getty Images (US), Inc.
-----------------------

The Image Bank; TIB

Getty Images (Seattle), Inc.
----------------------------

PhotoDisc

Eyewire, Inc.
-------------

N/A

Allsport Photography USA, Inc.
------------------------------

Getty Images News and Sport

                                        2

<PAGE>

                                                                      SCHEDULE 2

                             LOCATION OF COLLATERAL

<TABLE>
<CAPTION>
         State/Country                                County                    Office Address
         -------------                                ------                    --------------
<S>                                                 <C>                         <C>

Getty Images (Photographers), Inc.
----------------------------------

         California                                 Los Angeles                 2450 Colorado Avenue,
                                                                                #500 West
                                                                                Santa Monica, California
                                                                                90404

         New York                                   New York                    75 Varick Street
                                                                                New York, New York 10013
Getty Images (US), Inc.
-----------------------

         California                                 Los Angeles                 2450 Colorado Avenue,
                                                                                #500 West
                                                                                Santa Monica, California
                                                                                90404

         Illinois                                   Cook                        122 South Michigan,
                                                                                Suite 900
                                                                                Chicago, Illinois 60603

         New York                                   New York                    75 Varick Street
                                                                                New York, New York 10013

         Texas                                      Dallas                      2777 Stemmons Freeway
                                                                                Dallas, Texas 75207
Getty Images (Seattle), Inc.
----------------------------

         New York                                   New York                    75 Varick Street
                                                                                New York, New York  10013

         Texas                                      Dallas                      2777 Stemmons Freeway
                                                                                Dallas, Texas 75207

         Washington                                 King                        601 North 34th Street
                                                                                Seattle, Washington 98103
Eyewire, Inc.
-------------

         Canada                                     South Alberta Land          833 Fourth Avenue S.W.,
                                                    Registration District       Suite 1220
                                                                                Calgary, Alberta, Canada
                                                                                T2P 3T5
Allsport Photography USA, Inc.
------------------------------

         California                                 Los Angeles                 2450 Colorado Avenue,
                                                                                #500 West
                                                                                Santa Monica, California
                                                                                90404
</TABLE>

                                  Schedule 2-1

<PAGE>

                                                                      SCHEDULE 3

                              SPECIFIED TRADEMARKS

<TABLE>
<CAPTION>
      Country                      Mark                     Class          Status         App. No.        Reg. No
      -------                      ----                     -----          ------         --------        -------
<S>                  <C>                               <C>             <C>             <C>             <C>

Getty Images (US), Inc.
-----------------------

Canada               IMAGE BANK AND DESIGN (mirror 2)   N/A            Registered      780044          504968
Canada               THE IMAGE BANK                     N/A            Registered      434107          288039
Community            IMAGE BANK AND DESIGN (mirror 2)   9, 16, 35, 42  Registered      188961          000188961
Community            THE IMAGE BANK                     9, 16, 35, 42  Registered      1158724         001158724
Great Britain        IMAGE BANK (and Design) (mirror    42             Registered      1589364         1589364
                     2)

Great Britain        IMAGE BANK                         42             Registered      1569730         1569730
Great Britain        THE IMAGE BANK AND DESIGN          9              Registered      1224052         B1224052
                     (mirror 1)
Great Britain        THE IMAGE BANK AND DESIGN          16             Registered      1224053         B1224053
                     (mirror 1)
United States        IMAGE BANK (and Design)            9, 16, 41, 42  Registered      74/571,264      2,060,266
United States        IMAGE BANK (and Design)            35             Registered      177,855         1,121,161
United States        IMAGE BANK (and Design)            35             Registered      74/050,752      1,688,052
United States        THE IMAGE BANK VISUAL DISC         35             Registered      74/050,753      1,735,153
United States        THE IMAGE BANK                     9              Registered      176,373         1,119,141
United States        THE IMAGE BANK                     16             Registered      176,372         1,137,863
United States        THE IMAGE BANK                     35             Registered      74/050,754      1,716,312
United States        THE IMAGE BANK                     35             Registered      410,699         1,271,040
</TABLE>

                                  Schedule 3-1

<PAGE>

<TABLE>
<CAPTION>

<S>                  <C>                                <C>            <C>             <C>             <C>
Getty Images (Seattle), Inc.
----------------------------
Canada               PHOTODISC                          N/A            Pending         895,576
Canada               PHOTODISC                          N/A            Pending         777,707
Canada               PHOTODISC                          N/A            Registered      840681          TMA544947
Community            PHOTODISC (stylized)               9, 16, 25      Registered      855767          000855767
Community            PHOTODISC AND DESIGN               9, 42          Registered      186833          186833
Community            PHOTODISC                          42             Registered      463992          000463992
United States        PHOTODISC                          9              Registered      75/052,500      2,90,595
                     (stylized and design)
United States        PHOTODISC AND DESIGN (lined for    9              Registered      75/620,294      2,511,425
                     color)
United States        PHOTODISC AND DESIGN               16             Registered      75/507,599      2,325,449
United States        PHOTODISC AND DESIGN               16             Registered      75/620,291      2,380,652
United States        PHOTODISC AND DESIGN               42             Registered      75/620,292      2,399,162
United States        PHOTODISC AND DESIGN               42             Registered      75/200,535      2,91,463
United States        PHOTODISC                          9              Registered      74/571,885      2,080,495
United States        PHOTODISC                          16             Registered      75/507,597      2,325,448
United States        PHOTODISC                          42             Registered      75/200,536      2,91,464

Eyewire, Inc.
-------------

Canada               EYEWIRE                            N/A            Registered      089936          TMA538575
Community            EYEWIRE AND DESIGN                 9, 16, 35, 41  Registered      1501170         1501170

United States        EYEWIRE                            9, 16, 35, 42  Registered      75/79,843       2,436,350

Allsport Photography USA, Inc.
------------------------------

United States        ALLSPORT                           9              Registered      75/701,665      2,440,036
                     (stylized and design)
United States        ALLSPORT                           42             Registered      75/701,666      2,440,037
                     (stylized and design)
United States        ALLSPORT                           16             Registered      75/701,664      2,513,814
                     (stylized and design)
United States        ALLSPORT CONCEPTS                  16             Registered      75/701,667      2,429,291
                     (stylized and design)
United States        ALLSPORT CONCEPTS                  42             Registered      75/701,663      2,440,35
                     (stylized and design)
</TABLE>

                                  Schedule 3-2

<PAGE>

                                                                         ANNEX 1

                                   SUPPLEMENT

     SUPPLEMENT NO. ____ dated as of __________________, to the Security
Agreement dated as of July 19, 2002 (the "Security Agreement") made by GETTY
IMAGES (PHOTOGRAPHERS), INC., a California corporation, GETTY IMAGES (US), INC.,
a New York corporation, GETTY IMAGES (SEATTLE), INC., Washington corporation,
and EYEWIRE, INC., a Delaware corporation, ALLSPORT PHOTOGRAPHY USA, INC., a
California corporation (including any additional Debtors becoming a party hereto
as provided in Section 22 thereof, collectively, the "Debtors" and individually,
a "Debtor"), and BANK OF AMERICA, N.A., a national banking association, as agent
for the Lenders and its successors as agent for the Lenders (in such capacity,
and together with its successors as agent for the Lenders, the "Administrative
Agent").

                                    RECITALS

     A. Getty Images, Inc., a Delaware corporation (the "Borrower") is a party
to that certain Credit Agreement dated as of July 19, 2002 by and among the
Borrower, each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender") and Bank of America, N.A., a national
banking association, as Administrative Agent, Security Trustee, Swing Line
Lender and L/C Issuer (as amended, restated, modified, renewed, supplemented or
extended from time to time, the "Credit Agreement").

     B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement.

     C. The Debtors have entered into the Security Agreement in order to induce
the Lenders (including the L/C Issuer and the Swing Line Lender) to make Credit
Extensions under the Credit Agreement, and pursuant to Section 6.12 of the
Credit Agreement, each Domestic Subsidiary was not a Guarantor on the date of
the Credit Agreement is required to enter into the Guaranty Agreement as a
Guarantor and the Security Agreement as a Debtor upon becoming a Material
Subsidiary.

     D. The undersigned Subsidiary (the "New Debtor") is executing this
Supplement in accordance with the requirements of the Credit Agreement to become
a Debtor under the Security Agreement in consideration for the Lenders
(including the L/C Issuer and the Swing Line Lender) to make Credit Extensions
under the Credit Agreement.

     Accordingly, the New Debtor agree as follows:

     1. In accordance with Section 22 of the Security Agreement, the New Debtor
by its signature below becomes a Debtor under the Security Agreement with the
same force and effect as if originally named therein as a Debtor and the New
Debtor hereby (a) agrees to all the terms and provisions of the Security
Agreement applicable to it as a Debtor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Debtor
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Debtor, as security for the payment and performance in
full of the Secured Obligations (as

                                        1

<PAGE>

defined in the Security Agreement), does hereby create and grant to the
Administrative Agent, its successors and assigns, for the ratable benefit of the
Administrative Agent and the Lenders, their successors and assigns, a security
interest in and lien on all of the New Debtor's right, title and interest in and
to the Collateral (as defined in the Security Agreement) of the New Debtor. Each
reference to a "Debtor" in the Security Agreement shall be deemed to include the
New Debtor. The Security Agreement is hereby incorporated herein by reference.

     2. The New Debtor represents and warrants to the Administrative Agent and
the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.

     3. This Supplement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Supplement shall become effective when the
Administrative Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of the New Debtor and the
Administrative Agent. Delivery of an executed signature page to this Supplement
by facsimile transmission shall, subject to applicable Law, be as effective as
delivery of a manually-signed original thereof.

     4. The New Debtor hereby represents and warrants that set forth under its
signature hereto, is the true and correct legal name of the New Debtor, its
jurisdiction of formation and, if such New Debtor is not a "registered
organization" under the UCC, the location of its chief executive office.

     5. Except as expressly supplemented hereby, the Security Agreement shall
remain in full force and effect.

     6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF WASHINGTON APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE.

     7. Any provision of this Supplement 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, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     8. All communications and notices hereunder shall be in writing and given
as provided in Section 14 of the Security Agreement. All communications and
notices hereunder to the New Debtor shall be given to it at the address set
forth under its signature below.

     9. The New Debtor agrees to reimburse the Administrative Agent for its
out-of-pocket expenses (including Attorney Costs) incurred in connection with
this Supplement.

                                  Schedule 3-2

<PAGE>

     IN WITNESS WHEREOF, the New Debtor has executed this Supplement by its duly
authorized officer as of the day and year first above written.

                                         [NEW DEBTOR]

                                         By: ___________________________________

                                         Name: _________________________________

                                         Title: ________________________________

                                         Address: ______________________________
                                                  ______________________________
                                                  ______________________________

                                         Legal name: ___________________________
                                         Jurisdiction of
                                         formation: ____________________________


Accepted:


BANK OF AMERICA, N.A., as
Administrative Agent

By: _____________________________

Name: ___________________________

Title: __________________________

                                  Schedule 3-3

<PAGE>

                                                                     EXHIBIT E-3

                  FORM OF COLLATERAL ACCOUNT SECURITY AGREEMENT

     This SECURITY AGREEMENT ("Agreement") is entered into as of July 19, 2002,
is made between GETTY IMAGES, INC., a Delaware corporation (the "Pledgor"), and
BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders
(as defined herein) and its successors as agent for the Lenders (in such
capacity, and together with its successors as agent for the Lenders, the
"Administrative Agent").

                                    RECITALS

     A.  The Pledgor is a party to that certain Credit Agreement dated as of
July 19, 2002 by and among the Pledgor, each lender from time to time party
thereto (collectively, the "Lenders" and individually, a "Lender") and Bank of
America, N.A., a national banking association, as Administrative Agent, Security
Trustee, Swing Line Lender and L/C Issuer (as amended, restated, modified,
renewed, supplemented or extended from time to time, the "Credit Agreement").

     B.  It is a condition precedent to each Lender's obligation to make its
initial Credit Extension under the Credit Agreement that the Pledgor enter into
this Agreement and grant to the Administrative Agent, for itself and for the
ratable benefit of the Lenders the security interests hereinafter provided to
secure the obligations of the Pledgor described below.

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration receipt of which is hereby acknowledged, the Pledgor and
the Administrative Agent, on behalf of itself and each Lender, hereby agree as
follows:

     1.  Definitions; Interpretation.

     (a) Terms Defined in Credit Agreement. All capitalized terms used in this
Agreement and not otherwise defined herein have the meanings specified in the
Credit Agreement.

     (b) Certain Defined Terms. As used in this Agreement, the following terms
have the following meanings:

     "Administrative Agent" has the meaning set forth in the introductory
paragraph hereto.

     "Collateral" shall have the meaning assigned to such term in Section 2.

     "Collateral Account" has the meaning specified in Section 2(a).

     "Credit Agreement" has the meaning set forth in the preamble hereto.

     "Existing Letters of Credit" means, together, (a) Irrevocable Standby
Letter of Credit No. 3024893, dated April 11, 2000, issued by Bank of America
for the account of Getty Images, Inc. for the benefit of The Rector Church -
Wardens and Vestrymen of Trinity Church in the

                                        1

<PAGE>

City of New York Parish of Trinity Church in the City of New York Real Estate
Department, in the original amount of $5,796,000 and (b) Irrevocable Standby
Letter of Credit No. 3024766, dated April 5, 2000, issued by Bank of America for
the account of Tri-Energy Productions, Inc. for the benefit of CST Water Garden
II, LLC, in the original amount of $1,000,000, including any amendments,
supplements, modifications, renewals, replacements, consolidations,
substitutions and extensions of any of the foregoing.

     "Lender" has the meaning set forth in the preamble hereto, and all
references to the "Lenders" or any "Lender" herein shall include the Swing Line
Lender in its capacity as a Lender and as Swing Line Lender and the L/C Issuer
in its capacity as a Lender and as L/C Issuer.

     "Pledgor" has the meaning set forth in the introductory paragraph hereto.

     "Secured Obligations" means, collectively (i) all advances to, and debts,
liabilities, obligations, covenants and duties of the Pledgor arising under the
Credit Agreement and each other Loan Document or otherwise with respect to any
Existing Letter of Credit; and (ii) all debts, liabilities, obligations,
covenants and duties of the Pledgor arising under this Agreement, in each case
whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Pledgor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding.

     "Securities Intermediary" has the meaning specified in Section 2(a).

     "UCC" means the Uniform Commercial Code as the same may, from time to time,
be in effect in the State of Washington; provided, however, in the event that,
by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of the security interest in any Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State
of Washington, the term "UCC" shall mean the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such attachment, perfection or priority and for purposes of definitions
related to such provisions.

     (c) Terms Defined in UCC. Terms used in this Agreement that are defined in
the UCC have the meanings given to them in the UCC, including the following
which are capitalized herein: Certificated Security, Control, Deposit Account,
Financial Asset, General Intangible, Instrument, Investment Property, Security
Entitlement, Uncertificated Security and Proceeds.

     (d) Interpretation. The rules of construction and interpretation specified
in Sections 1.02 and 1.05 of the Credit Agreement also apply to this Agreement
and are incorporated herein by this reference.

     2.  Security Interest. As security for the payment or performance, as the
case may be, in full of the Secured Obligations, the Pledgor hereby pledges,
assigns, transfers, hypothecates and sets over to the Administrative Agent, its
successors and assigns, for the ratable benefit of the Lenders, their successors
and assigns, and grants to the Administrative Agent, its successors and assigns,
for the ratable benefit of the Lenders, their successors and assigns, a

                                  Schedule 3-2

<PAGE>

security interest in all of the Pledgor's right, title and interest in, to and
under the following property, whether now existing or owned or hereafter
acquired or arising (collectively, the "Collateral"):

     (a) securities account number 859412 in the name of the Pledgor with Bank
of America, N.A., a national banking association (in its capacity as securities
intermediary, and together with any successor securities intermediary, the
"Securities Intermediary"), as securities intermediary for the control and
accounting and as custodian of Securities and other Financial Assets, and all
successor and replacement accounts, regardless of the numbers of such accounts
or the offices at which such accounts are maintained (the "Collateral Account")
and all rights of the Pledgor against the Securities Intermediary in connection
with the Collateral Account; and

     (b) all Investment Property, Security Entitlements, Financial Assets,
Certificated Securities, Uncertificated Securities, money, Deposit Accounts,
Instruments, General Intangibles, and all other investments or property of any
sort now or hereafter held, maintained or administered in the Collateral
Account; and

     (c) all rollovers, renewals or reinvestments of any of the foregoing
property; and

     (d) all stock or conversion rights, rights to subscribe, liquidation
dividends or preferences, stock dividends, dividends, rights to interest,
interest payments, dividends paid in stock, rights under hedge or derivative
transactions, equity swaps, caps, floors or collars, new securities or other
property which the Pledgor is or may hereafter become entitled to receive on
account of or related to any of the foregoing property; and

     (e) to the extent not otherwise included, all cash and non cash Proceeds
and Products of any and all of the foregoing property or replacements thereof or
substitutions therefor.

     3.  Financing Statements, Etc.

     (a) Financing Statements. The Pledgor hereby irrevocably authorizes the
Administrative Agent at any time and from time to time to file in any relevant
jurisdiction any initial financing statements and amendments thereto that
contain the information required by Article 9 of the UCC of each applicable
jurisdiction for the filing of any financing statement or amendment in order to
perfect and protect the security interest of the Administrative Agent in the
Collateral.

     (b) Continuing Security Interest. The Pledgor acknowledges and agrees that
the security interest of the Administrative Agent in the Collateral constitutes
continuing collateral security for all of the Secured Obligations which shall
remain in effect until terminated in accordance with Section 25.

     4.  Representations and Warranties. In addition to the representations and
warranties of the Pledgor set forth in the Credit Agreement, which are
incorporated herein by this reference, the Pledgor represents and warrants to
the Administrative Agent that:

                                  Schedule 3-3

<PAGE>

     (a) Ownership and Authority. The Pledgor is the sole legal and beneficial
owner of the Collateral and has the right, power and authority to pledge,
assign, transfer, hypothecate and set over to the Administrative Agent and grant
to the Administrative Agent a security interest in such Collateral pursuant
hereto and to execute, deliver and perform its obligations in accordance with
the terms of this Agreement.

     (b) Legal Name; State of Organization. The Pledgor's exact corporate or
organizational name is "Getty Images, Inc.", the jurisdiction of its
incorporation or organization (and for the prior four months has been its
location) is the State of Delaware and the identification number given by its
jurisdiction of incorporation or organization is 2792590.

     (c) Validity of Security Interest. This Agreement creates a valid security
interest in favor of the Administrative Agent, its successors and assigns, for
the ratable benefit of the Lenders, in all of the Collateral. Upon the
Administrative Agent's obtaining Control with respect to the Collateral Account,
the Administrative Agent will have a first priority perfected security interest
in the Collateral Account and all Investment Property, Security Entitlements,
Financial Assets, Certificated Securities, Uncertificated Securities, money,
Deposit Accounts, Instruments, General Intangibles, and all other investments or
property of any sort now or hereafter held, maintained or administered in the
Collateral Account. Except as set forth in this subsection (c), no action is
necessary to perfect or otherwise protect such security interest.

     (d) Absence of Liens. The Collateral is free and clear of all Liens other
than (i) the security interest of the Administrative Agent created hereby and
(ii) the lien of the Securities Intermediary for payment of fees and expenses
arising under the agreements between the Pledgor and the Securities Intermediary
pursuant to which the Collateral Account was established and is maintained.

     (e) Deposit Account. The Collateral includes a Deposit Account maintained
at Bank of America with a principal balance of not less than the sum of (i)
aggregate undrawn amount of all outstanding Existing Letters of Credit plus (ii)
the aggregate of all Unreimbursed Amounts with respect to any Existing Letters
of Credit, including all outstanding L/C Borrowings with respect to any Existing
Letters of Credit.

     (f) No Transfer Restrictions. Except for restrictions imposed by the Loan
Documents, the Collateral is free of contractual restrictions that might
prohibit, impair, delay or otherwise affect the pledge of any Collateral
hereunder or the sale or disposition thereof pursuant hereto.

     (g) Consents. Except obtaining Control to perfect the security interest
granted by the Pledgor pursuant hereto, no consent or authorization of, filing
with, or other act by or in respect of, any arbitrator or Governmental Authority
and no consent of any other Person (including any stockholder, member or
creditor of the Pledgor), is required (i) for the granting of the security
interest by the Pledgor pursuant hereto or for the execution, delivery or
performance of this Agreement by the Pledgor or (ii) or the exercise by the
Administrative Agent of the rights and remedies provided for in this Agreement.

The foregoing representations and warranties shall survive the execution and
delivery of this Agreement and shall be deemed restated automatically at each
such time as any additional Collateral is delivered hereunder to the
Administrative Agent.

                                  Schedule 3-4

<PAGE>

     5.  Covenants. In addition to the covenants of the Pledgor set forth in the
Credit Agreement, which are incorporated herein by this reference, so long as
any of the Secured Obligations shall remain unpaid or unsatisfied, the Pledgor
shall:

     (a) Defense of Collateral. At its own cost and expense, take any and all
actions necessary to defend title to the Collateral against all Persons and to
defend the security interest of the Administrative Agent in the Collateral and
the priority thereof against any Lien.

     (b) Disposition of Collateral. Not make or permit to be made any sale,
transfer or other disposition of any of the Collateral or grant any option,
warrant or other right or interest with respect to, any of the Collateral.

     (c) Deposit Account. Maintain in the Collateral Account at all times a
Deposit Account maintained at Bank of America with a principal balance of not
less than the sum of (i) aggregate undrawn amount of all outstanding Existing
Letters of Credit plus (ii) the aggregate of all Unreimbursed Amounts with
respect to any Existing Letters of Credit, including all outstanding L/C
Borrowings with respect to any Existing Letters of Credit.

     (d) No Withdrawals. Not (i) withdraw or pay any funds from the Collateral
Account or deliver, surrender or otherwise transfer any Securities or other
property from the Collateral Account or (ii) permit any funds to be withdrawn or
paid from the Collateral Account or permit any securities to be delivered,
surrendered or otherwise transferred from the Collateral Account, except in each
case with the express prior written consent of the Administrative Agent.

     (e) No Liens. Not make or permit to be made an assignment, pledge or
hypothecation of any of the Collateral or create or permit to exist any Lien
upon or with respect to any of the Collateral other than the security interest
of the Administrative Agent created hereby.

     (f) Change of Name, Identity or Structure. Promptly to notify the
Administrative Agent in writing of any change (i) in its corporate or
organization name, (ii) in the location of its chief executive office, its
principal place of business, any office in which it maintains books or records
relating to the Collateral, (iii) in its identity, type of organization,
corporate structure or jurisdiction of incorporation or organization or (iv) in
its Federal Taxpayer Identification Number or other identification number given
by its jurisdiction of incorporation or organization, and not to effect or
permit any change referred to in clauses (i) through (iv) unless all filings
have been made under the UCC or otherwise that are required in order for the
Administrative Agent to continue at all times following such change to have a
valid, legal and perfected first priority security interest in all the
Collateral.

     (g) Taxes. Pay promptly when due all taxes and other governmental charges,
all Liens and all other charges now or hereafter imposed upon, relating to or
affecting any of the Collateral.

     6.  Further Assurances. The Pledgor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Administrative Agent may from time to
time request to better assure, preserve, protect and perfect the Lien of the
Administrative Agent in the Collateral and the rights

                                  Schedule 3-5

<PAGE>

and remedies of the Administrative Agent hereunder, including the payment of any
fees and taxes required in connection with the execution and delivery of this
Agreement, the granting of the security interest hereunder and the filing of any
financing statements or other documents in connection herewith or therewith.

     7.  Voting Rights.

     (a) Prior to the Occurrence of a Default. So long as no Default or Event of
Default shall exist or result therefrom and so long as written notice has not
been given by the Administrative Agent to the Pledgor at the request of or with
the consent of the Required Lenders, the Pledgor shall be entitled to exercise
any and all voting and other consensual rights pertaining to the Collateral or
any part thereof for any purpose not inconsistent with the terms of this
Agreement or the Credit Agreement; provided, however, that the Pledgor shall not
exercise or shall refrain from exercising any such right if, in the judgment of
the Required Lenders, such action would have a material adverse effect on the
value of the Collateral or any part thereof or the interest of the
Administrative Agent therein.

     (b) Upon the Occurrence of a Default. Upon the occurrence and during the
continuance of a Default or an Event of Default, all rights of the Pledgor to
exercise the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant to subsection (a) above shall cease upon written
notice thereof from the Administrative Agent, and all such rights shall
thereupon become vested in the Administrative Agent, for its benefit and the
ratable benefit of the other Lenders, who shall thereupon have the sole right to
exercise such voting and other consensual rights.

     8.  Rights of Administrative Agent.

     (a) Power of Attorney. The Pledgor hereby appoints the Administrative Agent
the attorney-in-fact of the Pledgor, effective upon the occurrence and during
the continuance of an Event of Default, for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument
that the Administrative Agent may deem necessary or advisable to accomplish the
purposes hereof. Without limiting the generality of the foregoing, the
Administrative Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
the Administrative Agent's name or in the name of the Pledgor:

         (i)   receive, endorse and collect all instruments made payable to the
     Pledgor representing any dividend, interest payment or other distribution
     in respect of the Collateral or any part thereof and to give full discharge
     for the same;

         (ii)  perfect or continue perfected, maintain the priority of or
     provide notice of the Administrative Agent's security interest in the
     Collateral;

         (iii) exercise exclusive control over the Collateral Account and refuse
     to permit further withdrawals from the Collateral Account;

                                  Schedule 3-6

<PAGE>

         (iv) execute any and all endorsements, assignments or other documents
     and instruments necessary to sell, assign, convey or otherwise transfer
     title in or dispose of the Collateral; and

         (v)  execute any and all such other documents and instruments, and do
     any and all acts and things for and on behalf of the Pledgor, which the
     Administrative Agent may deem necessary or advisable to maintain, protect,
     realize upon and preserve the Collateral and the Administrative Agent's
     security interest therein and to accomplish the purposes of this Agreement.

The foregoing power of attorney is coupled with an interest and irrevocable so
long as any of the Secured Obligations shall remain unpaid or unsatisfied. The
Pledgor hereby ratifies, to the fullest extent permitted by applicable Laws, all
that the Administrative Agent shall lawfully and in good faith do or cause to be
done by virtue of and in compliance with this subsection (a).

     (b) Performance of Pledgor Obligations. The Administrative Agent may
perform or pay any obligation which the Pledgor has agreed to perform or pay
under or in connection with this Agreement, and the Pledgor shall reimburse the
Administrative Agent on demand for any amounts paid by the Administrative Agent
pursuant to this subsection (b).

     (c) Administrative Agent's Duties. Notwithstanding any provision contained
in this Agreement, the Administrative Agent shall have no duty to exercise any
of the rights, privileges or powers afforded to it and shall not be responsible
to the Pledgor or any other Person for any failure to do so or delay in doing
so.

     (d) Rights of Required Lenders. All rights of the Administrative Agent
under this Agreement, if not exercised by the Administrative Agent, may be
exercised by the Required Lenders.

     9.  Events of Default. The occurrence of an event which under the Credit
Agreement would constitute an Event of Default shall be an event of default
hereunder (an "Event of Default").

     10. Remedies.

     (a) General Remedies. Upon the occurrence and during the continuation of an
Event of Default, the Administrative Agent shall have, in addition to all other
rights and remedies granted to it in this Agreement, the Credit Agreement or any
other Loan Document, all rights and remedies of a secured party under the UCC
and other applicable Laws. Without limiting the generality of the foregoing, the
Pledgor agrees that the Administrative Agent may:

         (i)  exercise exclusive control over the Collateral Account and
     instruct the Securities Intermediary to cease complying with entitlement
     orders or other directions concerning the Collateral Account originated by
     the Pledgor;

         (ii) instruct the Securities Intermediary to deliver or disburse any or
     all of the Collateral directly to, and transfer same into the name of, the
     Administrative Agent or to the name of its nominee (the Pledgor hereby
     irrevocably constituting and appointing the Administrative Agent its
     attorney-in-fact with full power of substitution to do so);

                                  Schedule 3-7

<PAGE>

          (iii) instruct the Securities Intermediary to sell for the account of
     the Administrative Agent all or any part of the Collateral and remit the
     proceeds thereof directly to the Administrative Agent;

          (iv)  obtain from the Securities Intermediary, or from any other
     Person holding the Collateral, any and all information with respect to the
     Collateral, without the consent of or notice to the Pledgor;

          (v)   exercise all voting and other consensual rights pertaining to
     the Collateral or any part thereof as provided in Section 7(b) above;

          (vi)  receive all dividends and all other distributions of any kind on
     all or any of the Collateral; and

          (vii) sell, resell, assign, transfer or otherwise dispose of any or
     all of the Collateral at public or private sale or at any broker's board or
     on any securities exchange, by one or more contracts, in one or more
     parcels, at the same or different times, for cash or credit, or for future
     delivery without assumption of any credit risk, all as the Administrative
     Agent deems advisable; provided, however, that the Pledgor shall be
     credited with the net proceeds of sale only when such proceeds are finally
     collected by the Administrative Agent.

     (b)  Sale of Collateral. Each purchaser at any sale pursuant to this
Agreement shall hold the property sold absolutely, free from any claim or right
on the part of the Pledgor, and the Pledgor hereby waives, to the fullest extent
permitted by applicable Laws, all rights of redemption, stay and appraisal which
the Pledgor now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted. Neither the Administrative Agent's
compliance with the UCC or any other applicable requirement of Law, in the
conduct of any sale made pursuant to this Agreement, nor its disclaimer of any
warranties relating to the Collateral, shall be considered to adversely affect
the commercial reasonableness of such sale. The Administrative Agent shall give
the Pledgor 10 days' written notice (which the Pledgor agrees is reasonable
notice within the meaning of Section 9A-612 of the UCC) of the Administrative
Agent's intention to make any sale of Collateral. The Administrative Agent shall
not be obligated to make any sale of any Collateral if it shall determine not to
do so, regardless of the fact that notice of sale of such Collateral shall have
been given. The Administrative Agent may, without notice or publication, adjourn
any public or private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so
adjourned. To the fullest extent permitted by applicable Laws, the
Administrative Agent or any other Lender may bid for or purchase the Collateral
or any part thereof offered for sale and may make payment on account thereof by
using any claim then due and payable to the Administrative Agent or such Lender
from the Pledgor as a credit against the purchase price and the Administrative
Agent or such Lender may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to the Pledgor
therefor. For purposes

                                  Schedule 3-8

<PAGE>

hereof, a written agreement to purchase the Collateral or any portion thereof
shall be treated as a sale thereof; the Administrative Agent shall be free to
carry out such sale pursuant to such agreement and the Pledgor shall not be
entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Administrative Agent shall have entered
into such an agreement all Events of Default shall have been remedied and the
Secured Obligations paid in full. To the fullest extent permitted by applicable
Laws, any sale pursuant to the provisions of this subsection (b) shall be deemed
to conform to the commercially reasonable standards as provided in Section
9A-610(b) of the UCC.

     (c) Proceeds Account. To the extent that any of the Secured Obligations may
be contingent, unmatured or unliquidated (including with respect to undrawn
amounts under any Existing Letter of Credit) upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent may, at its option,
(i) retain the proceeds of any sale, collection, disposition or other
realization upon the Collateral (or any portion thereof) in a special purpose
interest-bearing restricted deposit account (the "Proceeds Account") created and
maintained by the Administrative Agent for such purpose (which shall constitute
part of the Collateral hereunder) until such time as the Administrative Agent
may elect to apply such proceeds to the Secured Obligations, and the Pledgor
agrees that such retention of such proceeds by the Administrative Agent shall
not be deemed strict foreclosure with respect thereto; (ii) in any manner
elected by the Administrative Agent, estimate the liquidated amount of any such
contingent, unmatured or unliquidated claims and apply the proceeds of the
Collateral against such amount; or (iii) otherwise proceed in any manner
permitted by applicable Laws. The Pledgor agrees that the Proceeds Account shall
be a blocked account and that upon the irrevocable deposit of funds into the
Proceeds Account, the Pledgor shall not have any right of withdrawal with
respect to such funds. Accordingly, the Pledgor irrevocably waives until the
termination of this Agreement and the security interest of the Administrative
Agent created hereby in accordance with Section 25 the right to make any
withdrawal from the Proceeds Account and the right to instruct the
Administrative Agent to honor drafts against the Proceeds Account.

     (d) Retention of Collateral. The Administrative Agent may, after providing
the notices required by Section 9A-505(2) of the UCC or otherwise complying with
any requirement of applicable Laws, accept or retain the Collateral or any part
thereof in satisfaction of the Secured Obligations. Unless and until the
Administrative Agent shall have provided such notices, however, the
Administrative Agent shall not be deemed to have retained any Collateral in
satisfaction of any Secured Obligations for any reason.

     (e) Duty of Care. Except for the exercise of reasonable care in the custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Administrative Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral. The
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Administrative Agent
accords its own property. Neither the Administrative Agent nor any of its
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact shall be liable for failure to demand, collect or realize upon
all or any part of the Collateral or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Collateral upon the request
of the Pledgor or otherwise.

                                  Schedule 3-9

<PAGE>

     (f)  Application of Proceeds. Subject to subsection (d) above, the cash
proceeds actually received from the sale or other disposition or collection of
the Collateral, and any other amounts received in respect of the Collateral the
application of which is not otherwise provided for herein, shall be applied:

          First, to payment of any reasonable fees, costs or out-of-pocket
     expenses (including Attorney Costs) incurred by the Administrative Agent in
     connection with sale or other disposition or collection of Collateral;

          Second, to payment of any fees, costs, or out-of-pocket expenses
     (including Attorney Costs) payable to the Administrative Agent under this
     Agreement;

          Third, to payment in full of the Secured Obligations (to the extent
     not included in clause First or Second above); and

          Last, the balance, if any, after all of the Secured Obligations have
     been indefeasibly paid in full, to the Pledgor or as otherwise required by
     Law.

The Administrative Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. The Pledgor shall remain liable to the Administrative Agent and the
Lenders for any deficiency which exists after any sale or other disposition or
collection of the Collateral.

     11.  Certain Waivers. The Pledgor waives, to the fullest extent permitted
by applicable Laws, (a) any right of redemption with respect to the Collateral,
whether before or after sale hereunder, and all rights, if any, of marshalling
of the Collateral or other collateral or security for the Secured Obligations;
(b) any right to require the Administrative Agent (i) to proceed against any
Person, (ii) to exhaust any other collateral or security for any of the Secured
Obligations, (iii) to pursue any remedy in the Administrative Agent's power, or
(iv) to make or give any presentments, demands for performance, notices of
nonperformance, protests, notices of protests or notices of dishonor in
connection with any of the Collateral; and (c) all claims, damages, and demands
against the Administrative Agent arising out of the repossession, retention,
sale or application of the proceeds of any sale of the Collateral.

     12.  Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in
Section 10.02 of the Credit Agreement.

     13.  No Waiver; Cumulative Remedies. No failure by the Administrative Agent
or any Lender to exercise, and no delay in exercising, any right, remedy, power
or privilege hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. No waiver of any single breach or default under this
Agreement shall be deemed a waiver of any other breach or default. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any

                                  Schedule 3-10

<PAGE>

rights, remedies, powers and privileges that may otherwise be available to the
Administrative Agent and the Lenders. Any single or partial exercise of any
right or remedy shall not preclude the further exercise thereof or the exercise
of any other right or remedy.

     14.  Costs and Expenses; Indemnification; Other Charges.

     (a)  Costs and Expenses. The Pledgor agrees to pay upon demand to the
Administrative Agent the amount of any and all reasonable fees, costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with (i) the administration of this Agreement (including the
customary fees and charges of the Administrative Agent or any of its Affiliates
for any audits conducted by it or on its behalf with respect to Collateral);
(ii) the custody or preservation of, or the sale of, collection from or other
realization upon any of the Collateral (including all expenses of taking,
collecting, holding, sorting, handling, preparing for sale, selling, or the
like, and other such expenses of sales and collections of Collateral); (iii) the
exercise, enforcement or protection of any of the rights of the Administrative
Agent and the Lenders under this Agreement (including all such costs and
expenses incurred during any "workout" or restructuring in respect of the
Secured Obligations and during any legal proceeding, including any proceeding
under any Pledgor Relief Law); or (iv) the failure of the Pledgor to perform or
observe any its obligations under this Agreement.

     (b)  Indemnification. The Pledgor shall indemnify and hold harmless the
Administrative Agent and its Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with this Agreement or the
transactions contemplated hereby or any action taken or omitted to be taken by
it hereunder (the "Indemnified Liabilities"), in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. The agreements in this subsection (b) shall
survive the termination of the Commitments and the repayment, satisfaction or
discharge of all the Secured Obligations.

     (c)  Additional Secured Obligations. All amounts due under this Section
shall be payable within 10 days of written demand therefor. If any amount
payable by the Pledgor under this Agreement is not paid when due, such amount
shall (i) thereafter bear interest at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Laws and (ii) be additional Secured Obligations secured hereby and by
the other Collateral Documents.

     15.  Successor and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and, except that the Pledgor may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the
Administrative Agent (and any attempted assignment or transfer by the Pledgor
without such consent shall be null and void).

                                 Schedule 3-11

<PAGE>

     16.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF WASHINGTON, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND TO THE EXTENT THE VALIDITY OR PERFECTION OF THE
SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY
COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN WASHINGTON;
PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.

     17.  Amendments, Etc. No amendment or waiver of any provision of this
Agreement, and no consent to any departure by the Pledgor therefrom, shall be
effective unless in writing signed by the Administrative Agent and the Pledgor,
subject to any consent required in accordance with Section 10.01 of the Credit
Agreement, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit under the Credit Agreement shall not be construed as a waiver of any
Default under the Credit Agreement.

     18.  Integration. This Agreement, together with the other Loan Documents,
comprises the complete, final and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter.

     19.  Severability. Any provision of this Agreement 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, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

     20.  Incorporation of Provisions of the Credit Agreement. To the extent the
Credit Agreement contains provisions of general applicability to the Loan
Documents, including any such provisions contained in Article X thereof, such
provisions are incorporated herein by this reference.

     21.  No Inconsistent Requirements. The Pledgor acknowledges that this
Agreement and the other Loan Documents may contain covenants and other terms and
provisions variously stated regarding the same or similar matters, and agrees
that all such covenants, terms and provisions are cumulative and all shall be
performed and satisfied in accordance with their respective terms.

     22.  Termination. This Agreement and the security interest in the
Collateral shall terminate when all of the Secured Obligations shall have been
finally and indefeasibly paid in full; provided, however, that the obligations
of the Pledgor under Section 16 shall survive such termination.

                                  Schedule 3-12

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                           GETTY IMAGES, INC.


                                           By: _________________________________

                                           Name: _______________________________

                                           Title: ______________________________

                                           BANK OF AMERICA, N.A., as
                                           Administrative Agent


                                           By: _________________________________

                                           Name: _______________________________

                                           Title: ______________________________

                                  Schedule 3-13

<PAGE>

                                                                     EXHIBIT E-4

                 FORM OF GETTY COMMUNICATIONS SECURITY AGREEMENT


                               Dated 19 July 2002


                          GETTY COMMUNICATIONS LIMITED

                                   as Chargor

                                  in favour of

                              BANK OF AMERICA, N.A.

                               as Security Trustee



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

                             CHARGE OVER TRADE MARKS

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

<PAGE>


THIS DEED dated 19 July 2002

BETWEEN:

(1)           GETTY COMMUNICATIONS LIMITED (formerly known as Getty
              Communications plc) a company incorporated in England and Wales
              with registered number 3005770 and whose registered office is at
              101 Bayham Street, Camden Town, London NW1 OAG (the "Chargor");
              and

(2)           BANK OF AMERICA, N.A., a national banking association, in its
              capacity as agent and security trustee for and on behalf of the
              Beneficiaries (the "Security Trustee")

WHEREAS:

(A)           The Lenders have agreed to make a revolving credit facility of up
              to US$85,000,000 available to the Getty Images, Inc., a Delaware
              Corporation (the "Borrower") on the terms and conditions set out
              in the Agreement.

(B)           It is a condition of the Lenders making the credit facility
              referred to above available to the Borrower that the Chargor
              charges all its right title and interest in the Charged Rights in
              favour of the Security Trustee for and on behalf of the
              Beneficiaries by way of security for the Secured Obligations.

WITNESSES as follows:

      1.        INTERPRETATION

      1.1       Definitions

              Throughout this Deed, including the Recitals and Schedules, the
              following words and phrases shall have the following meanings:

              Act: the Law of Property Act 1925;

              Agreement: the Credit Agreement dated 19 July 2002 made between
              the Borrower, the Lenders (as defined therein) and the Bank of
              America, N.A. in its capacity as Administrative Agent, Security
              Trustee, Swing Line Lender and L/C Issuer (as amended, restated,
              modified, renewed, supplemented, extended or novated from time
              to time);

              Beneficiaries: the Security Trustee and the Lenders and
              "Beneficiary" means any one of them;

              Charged Rights: means all rights titles and interests charged,
              assigned and licensed or to be charged, assigned and licensed
              under the Security, including the Registered Rights, the
              Unregistered Rights, the Copyrights, the Licences-Out, the
              Licenses-In (as defined in Clause 2) and all other rights, titles
              and interests of whatever nature set out in Clause 2;

                                       1

<PAGE>

              Expenses: all banking, legal and other costs, charges, expenses
              and/or liabilities (including any VAT thereon) including any
              expenses in relation to any renewal fees paid or, if earlier,
              incurred by or on behalf of the Security Trustee or any Receiver
              in each case on a full indemnity basis (i) in relation to the Loan
              Documents or all or any of the Charged Rights including any
              proceedings in respect of the Charged Rights, in negotiating and
              completing any security comprised in the Loan Documents, in
              protecting, preserving, improving, considering the enforcement or
              exercise of or, enforcing or exercising or attempting to enforce
              or exercise, any rights under or security comprised in the Loan
              Documents; and/or (ii) in procuring the compliance with, or
              performance of, any of the covenants and/or obligations of any
              party to any of the Loan Documents (other than the Security
              Trustee) including, without limitation, the principal amount of
              any borrowings, together with interest thereon and all other
              expenses and/or liabilities of the Security Trustee or any
              Receiver paid or incurred from time to time in relation to the
              exercise of any right or power on the part of the Security Trustee
              or any Receiver referred to in the Loan Documents;

              Material Trade Mark: means any Registered Right (as defined in
              Clause 2), which the Chargor reasonably determines (i) to have a
              material fair market value or (ii) is necessary or desirable for
              the conduct of its business;

              Notice of Assignment: unless the Security Trustee otherwise
              agrees, a notice of assignment substantially in the form set out
              in Schedule 2;

              OHIM means the Office for Harmonisation in the Internal Market;

              Receiver: a receiver and/or manager (including as the context
              admits, an administration receiver) appointed under this Deed;

              Secured Obligations: collectively (i) all advances to, and debts,
              liabilities, obligations covenants and duties of the Borrower
              arising under the Agreement and each other Loan Document or
              otherwise with respect to any Loan or Letter of Credit, (ii) all
              debts, liabilities, obligations, covenants and duties of the
              Borrower or any of its subsidiaries owing to any Lender or any
              Affiliate of any Lender and arising under any Specified Swap
              Contract, including liabilities and obligations arising in
              connection with or as a result of early termination of any such
              Swap Contract; (iii) all debts, liabilities, obligations,
              covenants and duties of the Borrower or any of its subsidiaries
              arising under the Overdraft Facility Agreement; and (iv) all
              debts, liabilities, obligations, covenants and duties of the
              Chargor under this Deed in each case whether direct or indirect
              (including those acquired by assumption), absolute or contingent,
              due or to become due, now existing or hereafter arising and
              including interest and fees that accrue after the commencement by
              or against the Chargor or any Loan Party or any Affiliate thereof
              in any proceeding under any Debtor Relief Laws naming such Person
              as the debtor in such proceeding, regardless of whether such
              interest and fees are allowed claims in such proceeding;

                                        2

<PAGE>

              Security: the security from time to time created by or pursuant to
              the terms of this Deed;

              Specified Swap Contract: any Swap Contract that (i) is made or
              entered into at any time, or in effect at any time, whether
              directly or indirectly, and whether as a result of assignment or
              transfer or otherwise, between any Lender or any Affiliate of a
              Lender and the Borrower or any subsidiary of the Borrower and (ii)
              is permitted by section 7.03(a) of the Agreement;

              Specified Trade Marks: the registered trade marks and the trade
              marks in respect of which an application for registration has been
              filed, as listed in Schedule 1; and VAT: value added tax or any
              similar tax substituted therefor.

          1.2   Construction

          1.2.1 Words and phrases which are not defined in this Deed but which
                are defined in the Agreement, the Act or the Insolvency Act 1986
                shall be construed as having the meanings ascribed them therein.

          1.2.2 In construing this Deed, general words introduced by the word
                "other" shall not be given a restrictive meaning by reason of
                the fact they are preceded by words indicating a particular
                class of acts, matters or things and general words shall not be
                given a restrictive meaning by reason of the fact that they are
                followed by particular examples intended to be embraced by the
                general words. In addition, the words "any of" shall be
                construed as a reference to any one or more (including all)
                other rights, assets, liabilities or other thing referred to.
                "Including" "includes" and "in particular" are illustrative,
                none of them shall limit the sense of the words preceding it and
                each of them shall be deemed to incorporate the expression
                "without limitation".

          1.2.3 This Deed and the Security shall be enforceable notwithstanding
                any change in the constitution of the Security Trustee or its
                absorption in or amalgamation with or the acquisition of all or
                part of its undertaking by any other Person.

          1.2.4 The headings in this Deed are inserted for convenience only and
                shall not affect its construction or interpretation and
                references to a Clause or Schedule are (unless otherwise stated)
                to a Clause in, or a Schedule to, this Deed.

          1.2.5 Any reference in this Deed to "this Deed" or to any other
                agreement or document shall, unless the context otherwise
                requires, be construed as a reference to this Deed or to such
                other agreement or document as the same may from time to time be
                amended, varied, supplemented, novated or replaced and shall
                include any document which is supplemental to, is expressed to
                be collateral with, or is entered into pursuant to or in
                connection with, the terms of this Deed or of such other
                agreement or document.

                                        3

<PAGE>

          1.2.6  The illegality, invalidity or unenforceability of any provision
                 of this Deed under the law of any jurisdiction shall not affect
                 its validity or enforceability under the law of any other
                 jurisdiction.

          1.2.7  Save where the context otherwise requires, the plural of any
                 term includes the singular and vice versa.

          1.2.8  Any reference in this Deed to any statute or statutory
                 provision shall, unless the context otherwise requires, be
                 construed as a reference to such statute or statutory provision
                 as in force at the date of this Deed and as subsequently
                 re-enacted or consolidated and shall also include all
                 instruments, orders and regulations for the time being made
                 thereunder or deriving validity therefrom.

          1.2.9  The terms of this Deed may only be enforced by a party to it
                 and the operation of the Contracts (Rights of Third Parties)
                 Act 1999 is excluded.

          1.2.10 Any reference to this Deed to the "winding up", "dissolution",
                 or "bankruptcy" of a Person shall be construed so as to include
                 any equivalent or analogous proceedings under the law of the
                 jurisdiction in which such Person is incorporated or
                 constituted or of any jurisdiction in which such Person carries
                 on business.

          1.2.11 In this Debenture the expressions "the Borrower", "the Chargor"
                 and the "Security Trustee" shall, unless the context otherwise
                 requires, include their respective assignees or successors in
                 title, whether immediate or derivative in relation to their
                 respective interests.

          1.2.12 A reference in Clause 4 to a Person's knowledge information and
                 belief or awareness or any similar expression shall be deemed
                 to include the knowledge, information, belief or awareness
                 which that Person would have if it had made due and careful
                 enquiries immediately before giving the representations and
                 warranties, including the knowledge, information, belief and
                 awareness of its officers and senior employees, each Subsidiary
                 and Affiliate and their officers and senior employees.

          2.     CHARGING PROVISIONS

          2.1    Charge over Trade Marks

                 The Chargor with full title guarantee and as a continuing
                 security for the payment and discharge of the Secured
                 Obligations charges by way of fixed charge to the Security
                 Trustee as agent and trustee for and on behalf of the
                 Beneficiaries:

                 2.1.1 all its rights, title and interest in and to the
                       Specified Trade Marks and all other registered trade
                       marks and trade mark applications, both present and
                       future, in the United Kingdom and elsewhere worldwide,
                       acquired by or otherwise belonging to the Chargor,
                       together with all the goodwill of its business in
                       connection with the goods to which such registered trade
                       marks or such applications relate (together the
                       "Registered Rights");

                                        4

<PAGE>


                 2.1.2 all its rights, title and interest in and to all its
                       other goodwill, both present and future, in the United
                       Kingdom and elsewhere worldwide, and all unregistered
                       trade marks and trade names presently and hereafter
                       created, acquired or otherwise belonging to the Chargor
                       in the United Kingdom and elsewhere worldwide, and all
                       common law rights which may be owned from time to time by
                       the Chargor in or in connection with such rights
                       (together the "Unregistered Rights");

                 2.1.3 all its rights, title and interest in and to all
                       copyrights, both present and future, in the United
                       Kingdom and elsewhere worldwide, in respect of any logo
                       relating to the Registered Rights and Unregistered Rights
                       (together the "Copyrights");

                 2.1.4 all its rights and causes of action in respect of any
                       infringement of the Registered Rights, Unregistered
                       Rights and Copyrights whether accruing before or after
                       the date hereof; and

                 2.1.5 all its rights, title and interest in and to the
                       Licences-Out and to the Licences-In (as defined in
                       Clauses 2.2 and 2.3 below).

          2.2    Assignment by way of Security

                 2.2.1 To the extent that the same are capable of being assigned
                       by the Chargor, the Chargor with full title guarantee and
                       as continuing security for the payment, performance and
                       discharge of the Secured Obligation hereby assigns and
                       agrees to assign by way of security to the Security
                       Trustee as agent and trustee for the Beneficiaries all
                       its right, title, interest in and to and the benefit of
                       all agreements and licences relating to the Registered
                       Rights, the Unregistered Rights and the Copyrights
                       entered into by the Chargor and listed in Schedule 3 or
                       otherwise entered into after the date of this Deed, in
                       the United Kingdom and elsewhere worldwide as the
                       Security Trustee may direct (together the
                       "Licences-Out").

                 2.2.2 The Chargor undertakes to hold on trust for the Security
                       Trustee as agent and trustee for the Beneficiaries the
                       entire interest of the Chargor in and to any and all of
                       the Licenses-Out together with the entire benefit of such
                       rights including without limitation all proceeds, money
                       and other rights and benefits to which the Chargor is
                       beneficially entitled in respect of the exercise of such
                       rights.

                 2.2.3 On payment or discharge in full of the Secured
                       Obligations to the satisfaction of the Security Trustee,
                       (acting reasonably), the Security Trustee shall, promptly
                       on receipt of a request and at the expense of the person
                       lawfully requiring the Security Trustee so to do,
                       re-assign any of the Charged Rights described in this
                       Clause 2.2 then vested in it.

                                        5

<PAGE>


          2.3    Licence by way of Security

                 2.3.1 To the extent that the same are capable of being
                       sub-licensed by the Chargor, the Chargor with full title
                       guarantee and as a continuing security for the payment
                       and discharge of the Secured Obligations hereby licences
                       and agrees to licence by way of security to the Security
                       Trustee as agent and trustee for the Beneficiaries all
                       its right, title, interest in and to and the benefit of
                       all agreements and licences relating to the use or
                       exploitation of the Registered Rights, the Unregistered
                       Rights and the Copyrights belonging to third parties or
                       to which the Chargor is not absolutely entitled, both
                       present and future, in the United Kingdom and elsewhere
                       worldwide as the Security Trustee may direct (together
                       the "Licences-In"). For the purposes of this Clause, the
                       terms "Registered Rights", "Unregistered Rights" and
                       "Copyrights" shall have the meaning ascribed in Clauses
                       2.1.1, 2.1.2 and 2.1.3, with the necessary changes.

                 2.3.2 The Chargor undertakes to hold on trust for the Security
                       Trustee as agent and trustee for the Beneficiaries the
                       entire interest of the Chargor in and to any and all of
                       the Licenses-In, together with the entire benefit of such
                       rights including without limitation all proceeds, money
                       and other rights and benefits to which the Chargor is
                       beneficially entitled in respect of the exercise of such
                       rights.

                 2.3.3 On payment or discharge in full of the Secured
                       Obligations to the satisfaction of the Security Trustee,
                       (acting reasonably), any licence granted by the Chargor
                       pursuant to Clause 2.3.1 shall automatically terminate
                       with immediate effect.

          2.4    Further Advances

                 The Security secures present and future advances.

          3.     PAYMENT OF THE SECURED OBLIGATIONS

          3.1    Covenant

                 The Chargor hereby covenants to pay and discharge to the
                 Security Trustee the Secured Obligations on the due date or
                 dates for payment and discharge or, in the absence of any such
                 date, forthwith upon any demand made by the Security Trustee.

          3.2    Aggregate Liability

                 The aggregate liability of the Mortgagor under this Deed shall
                 be limited to an amount not exceeding the proceeds from
                 enforcing the security created by this Deed and the liability
                 of the Mortgagor under this Deed shall be satisfied solely by
                 the sale of the Charged Rights pursuant to the terms of this
                 Deed.

                                        6

<PAGE>


          3.3    Interest

                 Save to the extent that the Security Trustee is otherwise
                 entitled to do so under the Agreement, interest may be added by
                 the Security Trustee to any Secured Obligations which shall
                 remain unpaid on the due date for payment, from such date until
                 payment (whether before, on or at any time after demand or
                 judgment or the liquidation of the Borrower and/or at any time
                 after demand or judgment or the liquidation of the Chargor) at
                 the Default Rate.

          4.     REPRESENTATIONS AND WARRANTIES

                 The Chargor represents and warrants to the Security Trustee for
                 and on behalf of the Beneficiaries in respect of itself that:

                                       7

<PAGE>

                 4.1   Beneficial owner: it is the sole legal and beneficial
                       owner of the Charged Rights free and clear from any Lien
                       other than under or pursuant to the Agreement or this
                       Deed, equities or claims of any kind and all of the
                       Charged Rights that are reasonably necessary for the
                       conduct of its business are in full force and effect;

                 4.2   Enforceability: it has not done or omitted to do any act,
                       matter or thing in respect of any of the Charged Rights
                       which would or might be reasonably likely to impinge upon
                       the validity or enforceability of any of the Charged
                       Rights or upon its right to use the Charged Rights nor
                       does it have any outstanding obligations whether as to
                       payment or otherwise which if left outstanding would or
                       might be reasonably likely to so impinge;

                 4.3   No third party interests: except as disclosed by the
                       Chargor in Schedule 3, it has not granted and is not
                       obliged to grant any licences of, nor are there any
                       subsisting agreements under which it has granted to any
                       third party, any rights or interest under or in
                       connection with the Charged Rights;

                 4.4   No infringements of third party rights: so far as it is
                       aware none of the processes, products or activities of
                       its business or its use of any of the Charged Rights
                       infringes any right of any other Person;

                 4.5   No claims: except as disclosed by the Chargor in Schedule
                       3, none of the Charged Rights is the subject of any
                       claim, opposition, assertion, infringement, attack,
                       right, action or other restriction or arrangement of
                       whatsoever nature which does or may impinge upon the
                       validity, enforceability or ownership of the Charged
                       Rights or upon its utilisation of the Charged Rights (or
                       any part of the Charged Rights) howsoever. Without
                       prejudice to the generality of the foregoing, no holding,
                       decision or judgment has been rendered by any
                       governmental or other authority or agency which would
                       limit, cancel or question the validity of any of the
                       Charged Rights;

                 4.6   Registrations: the Chargor is the registered proprietor
                       or applicant for registration of all the trade marks
                       specified in Schedule 1;

                 4.7   Applications: all steps necessary for prosecuting
                       applications identified as applications in Schedule 1
                       have been properly taken and all registrations identified
                       as such in Schedule 1 are valid and enforceable;

                 4.8   Status: it is a limited liability company duly
                       incorporated and validly existing under the laws of its
                       jurisdiction of incorporation and has the power and
                       authority to own its assets and to conduct the business
                       and operations which it conducts or proposes to conduct;

                 4.9   Powers and authority: it has full power and authority to
                       enter into and perform this Deed and has taken all
                       necessary corporate or other action to authorise the
                       execution, delivery and performance of this Deed;

                                       8

<PAGE>


                 4.10   Authorisations: all action, conditions and things
                        required by all applicable laws and regulations to be
                        taken, fulfilled and done in order to (i) enable it
                        lawfully to enter into, exercise its rights under and
                        perform and comply with its obligations under this Deed,
                        (ii) ensure that those obligations are valid, legally
                        binding and enforceable and (iii) make this Deed
                        admissible in evidence in England and Wales and (if
                        different) its jurisdiction of incorporation and any
                        other jurisdiction in which any of its assets may be
                        situated have been taken, fulfilled and done (or, in the
                        case of registrations, will be effected within any
                        applicable required period);

                 4.11   Non-violation: the execution by it of this Deed and the
                        exercise by it of its rights and performance of or
                        compliance with its obligations under this Deed do not
                        violate (i) any existing law or regulation to which it
                        or any of its assets is subject or (ii) any agreement to
                        which it is a party or which is binding on it or any of
                        its assets; and

                 4.12   Obligations binding: its obligations under this Deed are
                        valid, legally binding and enforceable.

                                       9

<PAGE>


                 5.     COVENANTS

                 5.1    Covenants relating to the Charged Rights

                        The Chargor hereby covenants with the Security Trustee
                        that, in respect of the Charged Rights, it will:

                 5.1.1  Registration: duly and promptly register any Security
                        capable of registration in such register(s) or with such
                        authorities as may be available for such purpose in the
                        United Kingdom and at OHIM and in such name(s) as may be
                        required by the law and practice of place of
                        registration;

                 5.1.2  Registration fees: pay all application, registration,
                        renewal and other fees necessary for effecting or
                        renewing registrations of, or protecting, maintaining or
                        defending, the Charged Rights or required to be made
                        under Clause 5.1.1 before the latest time provided for
                        payment thereof and do all other acts and things
                        necessary for maintaining the Charged Rights in full
                        force and effect and (if so required by the Security
                        Trustee) send or deliver to the Security Trustee the
                        receipt for every such payment immediately after it has
                        been made and the Chargor shall procure that any agents
                        acting for it shall agree in writing to notify the
                        Security Trustee of any registration, renewal or other
                        fees due in respect of any of the Charged Rights and of
                        any such acts or things reasonably necessary for
                        protecting and maintaining any of the Charged Rights
                        before such payment is due or such act or thing must be
                        done;

                 5.1.3  Copyright Use: where reasonably practicable, use the
                        Copyright for each material work with such notice of
                        copyright as may be required by law to secure copyright
                        protection;

                 5.1.4  Trade mark Use: (i) continue to use each Registered
                        Right in full force free from any claim of abandonment
                        for non-use; and (ii) maintain as in the past the
                        quality of products and services offered under each
                        Registered Right and Unregistered Right; and (iii) use
                        where reasonably practicable each Registered Right and
                        Unregistered Right with the appropriate trade mark
                        notice or other markings as may be necessary or
                        appropriate under the laws or regulations of the
                        territory in question;

                 5.1.5  Protection: use all reasonable endeavours to protect,
                        maintain, and safeguard the Charged Rights in (1) such
                        territories as they are registered or where an
                        application for registration has been filed; and (2) any
                        other territories in which they are actively used to any
                        material extent;

                 5.1.6  Infringement of Charged Rights: notify the Security
                        Trustee promptly of any infringement, suspected
                        infringement, or, where appropriate, breach of any of
                        the Charged Rights which may come to its notice and
                        supply the Security Trustee with all information in its
                        possession relating thereto;

                 5.1.7  Applications: use all reasonable endeavours and do all
                        such necessary acts to diligently pursue each
                        application (and to obtain the relevant registration) of
                        such of the Charged Rights as are applications for a
                        registered intellectual property right.

                                       10

<PAGE>


                 5.1.8  Challenge to Applications: notify the Security Trustee
                        promptly of any objection, opposition or other challenge
                        to any trade mark application that is a Registered Right
                        or if any trade mark that is the subject of such
                        application is not permitted to be registered by any
                        registry or other authority or agency and supply the
                        Security Trustee with all information in its possession
                        relating thereto and use all reasonable endeavours, to
                        procure the registration of such trade mark application
                        and/or defeat or reduce the effect of any objection,
                        opposition or challenge;

                 5.1.9  Proceedings: commence and prosecute diligently in its
                        own name or, at the absolute discretion of the Security
                        Trustee, allow the Security Trustee in the Chargor's
                        name or in its own name to commence and/or prosecute,
                        all proceedings as may be commenced by or in the name of
                        the Chargor and as may be necessary and reasonably
                        practicable to prevent infringement or breach or
                        continued infringement or breach of any of the Charged
                        Rights, whether such infringement or breach occurred
                        before or after the date of this Deed, including without
                        limitation by way of seeking damages in respect of an
                        infringement or breach of the Charged Rights, all such
                        proceedings to be undertaken at the expense of the
                        Chargor;

                 5.1.10 Infringement of third party rights: notify the Security
                        Trustee promptly of any claim which may come to its
                        notice that the existence or use of any of the Charged
                        Rights infringes the rights of any third party or of any
                        claim in relation to the validity, enforceability,
                        ownership or use of the Charged Rights and supply the
                        Security Trustee with all information in its possession
                        relating thereto and not without the prior written
                        consent of the Security Trustee take any steps to
                        defend, settle or compromise any such claim nor make any
                        admission with respect to any such claim but shall take
                        such steps as the Security Trustee may require in order
                        to defend such claim all such steps to be undertaken at
                        the expense of the Chargor;

                 5.1.11 New Charged Rights: deliver to the Security Trustee
                        within 45 days after the end of each calendar quarter, a
                        listing of all applications, if any, for new Material
                        Trade Marks (together with a listing of the issuance of
                        registrations or letters on present applications), which
                        new applications, issued registrations, letters shall be
                        subject to the terms and conditions hereunder;

                 5.1.12 Freedom from restrictions: ensure that the Charged
                        Rights are at all times free from any restriction which
                        would or might prevent the Charged Rights from being
                        vested absolutely in the Security Trustee so as to
                        perfect its security;

                 5.1.13 Communications: promptly supply to the Security Trustee
                        on written request any documents relating directly or
                        indirectly to the Security provided that the Security
                        Trustee shall not disclose the contents of any such
                        communications to any third party, without the prior
                        written consent of the Chargor save where the Security
                        Trustee is permitted to disclose such communication
                        under the terms of the Agreement;

                                       11

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                 5.1.14 Supply of documents: supply to the Security Trustee on
                        written request any document received by it as holder of
                        the Charged Rights;


                 5.1.15 Deposit of documents of title: promptly at the request
                        of the Security Trustee and from time to time, deposit
                        with the Security Trustee all certificates of
                        registration and documents of title relating to the
                        Charged Rights which it has the right to hold;

                 5.1.16 Obligations generally: comply with its obligations in
                        the Loan Documents and comply with every covenant
                        (whether restrictive or otherwise), obligation and
                        provision on its part to be complied with (and use its
                        best endeavours to procure compliance by each other
                        party thereto with every covenant, obligation and
                        provision on the part of each such other party to be
                        complied with) contained in any document affecting the
                        Charged Rights or their use and enjoyment and not enter
                        into any onerous or restrictive obligations affecting
                        any of the Charged Rights;

                 5.1.17 Indemnity: keep the Security Trustee indemnified against
                        all actions, proceedings, damages, penalties, charges,
                        claims and demands arising in any way out of or in
                        connection with the Charged Rights, whether directly or
                        indirectly and, if so requested by the Security Trustee,
                        make or join in making such objections and
                        representations as the Security Trustee may reasonably
                        require; and

                 5.1.18 Value of the Security: not do or cause or permit to be
                        done anything which is likely in any way to materially
                        depreciate, jeopardise or otherwise prejudice the value
                        of the Security.

                 5.2    Information Covenants

                 5.2.1  General: The Security Trustee may at any time seek from
                        any Person having dealings with the Chargor such
                        information about the Chargor and its affairs as the
                        Security Trustee may reasonably think fit in so far as
                        such information relates to the Security or the Charged
                        Rights. The Chargor hereby authorises and requests any
                        such Person to provide any such information to the
                        Security Trustee and agrees to provide such further
                        authority for this purpose as the Security Trustee may
                        reasonably require from time to time.

                 5.2.2  Investigation of Trade Marks: The Chargor shall, if the
                        Security Trustee so requests at any time, appoint
                        Persons nominated by the Security Trustee to investigate
                        the affairs of the Chargor and any Subsidiary of the
                        Chargor or company of which the Chargor is a Subsidiary
                        in so far as they relate to the Charged Rights. For the
                        purposes of this Clause 5.2.2, the Chargor authorises
                        the Security Trustee to make such appointment on its
                        behalf. In every case, the reasonable costs, fees and
                        expenses of such Persons shall be paid by the Chargor,
                        but the Security Trustee may, at its sole discretion,
                        pay such costs, fees and expenses on behalf of the
                        Chargor and, in such case, the Chargor agrees to
                        reimburse the Security Trustee forthwith on demand.

                                       12

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                 6.     NEGATIVE PLEDGE

                        The Chargor hereby covenants with the Security Trustee,
                        in respect of the Charged Rights, that it will not:

                 6.1    Encumbrances: create or permit to subsist any Lien on or
                        over the Charged Rights ranking in priority to, pari
                        passu with or subsequent to the Security; or

                 6.2    Dispositions of the Charged Rights: (save as may be
                        required pursuant to any statute) sell, transfer,
                        assign, lease, lease-out, lend, license, sub-licence,
                        authorise or permit any Person to use or exploit or
                        otherwise grant any interest in or otherwise dispose of
                        or grant any rights (whether of pre-emption or
                        otherwise) over (other than to the Security Trustee or a
                        nominee of the Security Trustee), all or any of the
                        Charged Rights or any interest therein or enter into any
                        agreement to do any of the same other than where such
                        agreement is conditional upon the consent of the
                        Security Trustee being obtained. Notwithstanding the
                        foregoing, the Security Trustee acknowledges that this
                        Clause shall not prevent or restrict the sub-licensing
                        of the Charged Rights on a non-exclusive basis by any
                        licensee listed in Schedule 3 or any future permitted
                        licensee of the Chargor in the ordinary course of its
                        business.

                                       13

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         6.3   Variation: modify, vary or waive any of the Chargor's rights
               under or pursuant to any Licences-Out without the prior written
               consent of the Security Trustee. The Security Trustee shall not
               unreasonably withhold or delay its consent in respect of any
               modifications that it considers to have a non-material affect on
               the Chargor's rights under or pursuant to such Licenses-Out;

         6.4   Condition: do, cause or permit to be done anything or omit to do
               any act which is likely materially in any way to depreciate,
               jeopardise or otherwise prejudice the value to the Security
               Trustee of any of the Charged Rights;

         6.5   Maintenance of Registered Rights: (1) permit any Registered Right
               to be surrendered, abandoned or to be cancelled or to lapse or to
               be the subject of a successful claim of revocation as a result of
               non-use or generic or misleading use; and (2) any Licence-In to
               be terminated or rescinded or lapse other than by effluxion of
               time;

         6.6   Alteration of specification: without the Security Trustee's prior
               written consent, alter any specification for which a trade mark
               the subject of the Charged Rights has been registered, save for
               minor amendments made in the ordinary course of the Chargor's
               business, which shall for the avoidance of doubt not include
               amendments which result in the deletion or restriction of any
               part of the specification.

         7.    AUTHORITIES AND PERMISSIONS

         7.1   The Chargor hereby appoints the Security Trustee as its
               authorised agent to make any filings, registrations or renewals
               at any registry or with such authorities as may be available for
               the purpose in the United Kingdom as may be reasonably necessary
               to give effect to Clause 5.

         7.2   The Chargor hereby irrevocably authorises the Security Trustee,
               in case it does not carry out any of its obligations under Clause
               5, to effect such registrations, renewals, payments and
               notifications or carry out such acts or things at its own
               reasonable expense as shall be necessary to protect the Security
               Trustee's interest under this Deed or to protect or maintain the
               Charged Rights or any of them.

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<PAGE>

         7.3   The Chargor hereby agrees that the Security Trustee shall have
               the right or power, at its sole discretion, to or direct the
               Chargor to compromise, settle or discontinue any action under
               Clause 5.1.9 on reasonable terms or grounds and to apply any sum
               or sums recovered or preserved as a result of any such
               proceedings towards the discharge, wholly or in part, of the
               Secured Obligations.

         8.    FURTHER ASSURANCE AND PERFECTION OF SECURITY

         8.1   Further Assurance

         8.1.1 Promptly upon receipt of a request from the Security Trustee, the
               Chargor shall deliver to the Security Trustee or procure the
               delivery to the Security Trustee of Notices of Assignment duly
               executed by the Chargor in respect of such Licences-Out as the
               Security Trustee may direct and shall use its best endeavours to
               procure that each of the other parties to such licence or
               agreement delivers to the Security Trustee a written
               acknowledgement substantially in the form of the acknowledgement
               and agreement attached to each such Notice of Assignment.

         8.1.2 The Chargor shall execute in favour of the Security Trustee, or
               as the Security Trustee may otherwise direct, such further
               assignments, transfers, mortgages, charges or securities or other
               documents and do any and all things, as in each such case the
               Security Trustee shall stipulate in its absolute discretion over
               the Charged Rights for the purpose of protection, perfecting and
               enforcing any of the Charged Rights or of more effectively
               providing security for the payment and discharge of the Secured
               Obligations or of enabling the Security Trustee to vest any of
               the Charged Rights in the Security Trustee or its nominee(s),
               subject to the terms of this Deed.

         8.1.3 The assignments, transfers, mortgages, charges or securities
               referred to in Clause 8.1.2 shall be in such form and contain
               such provisions as the Security Trustee reasonably requires. The
               obligations of the Chargor under Clause 8.1.2 and this Clause
               8.1.3 shall be in addition to and not in substitution for the
               covenants for further assurance deemed to be included in this
               Deed by virtue of section 1(2) of the Law of Property
               (Miscellaneous Provisions) Act 1994.

         8.1.4 The Security Trustee may at any time and from time to time in the
               exercise of its powers under this Deed have all or any part of
               the Charged Rights of the Chargor registered in its name or in
               the name of or otherwise held by one or more nominees on its
               behalf.

         8.1.5 The Chargor shall, whenever requested by the Security Trustee and
               at the Chargor's cost, affix to such items of the Charged Rights
               or indorse or cause to be indorsed on such documents as the
               Security Trustee shall in each case stipulate, labels, signs or
               memoranda in such form as the Security Trustee shall require (but
               not so as to impede or restrict the normal use or operation
               thereof) referring or drawing attention to the Security.

                                       15

<PAGE>

         8.1.6 For the avoidance of doubt, provided no Default or Event of
               Default shall have occurred and be continuing:

               8.1.6.1  the Chargor shall be entitled to exercise all its rights
                        in respect of the Charged Rights, subject to the
                        provision of this Deed; and

               8.1.6.2  any proceeds received by the Security Trustee under or
                        in respect of the Charged Rights by virtue of the
                        provisions of this Deed shall be paid by the Security
                        Trustee to the Chargor but only to the extent that such
                        proceeds are not required to be applied at such time
                        towards the discharge of the Secured Obligations
                        pursuant to the terms of this Deed.

         8.2   Security in Jeopardy

               If at any time it shall appear to the Security Trustee that any
               of the Charged Rights shall be in danger of seizure, distress,
               attachment, execution, diligence or other legal process, or that
               the Security shall for any other reason be in jeopardy, the
               Security Trustee shall be entitled without notice to the Chargor
               to take possession of and hold the same or to appoint a Receiver
               of such Charged Rights. The provisions of Clause 9 shall govern
               the appointment, removal and powers of a Receiver appointed under
               this Clause 8.2 as if he were a Receiver appointed under Clause
               9.

         9.    RECEIVERS

         9.1   Appointment of Receiver
               If:

               9.1.1    the Chargor requests that a Receiver be appointed; or

               9.1.2    the Security Trustee becomes aware of the intention of
                        any party to petition for an administration order to be
                        made in relation to the Chargor or any such petition is
                        presented; or

               9.1.3    the Borrower or the Chargor fails duly and punctually to
                        perform or discharge any of the Secured Obligations or
                        the Security Trustee demands the payment or discharge or
                        any of the Secured Obligations (and whether the Borrower
                        or the Chargor is given any time in which to satisfy the
                        same),

               then at any time thereafter the Security Trustee may by writing
               under its common or corporate seal (as the case may be) or under
               the hand of any director or manager or other authorised signatory
               for the time being of the Security Trustee or by deed appoint any
               Person or Persons to be a Receiver of the whole or any part or
               parts of the Charged Rights and of all the rights of the Security
               Trustee contained in this Deed.

                                       16

<PAGE>

         9.2   Joint Receivers

               Where two or more Persons are appointed to be a Receiver, the
               Security Trustee may in the appointment declare whether any act
               required or authorised to be done by a Receiver is to be done by
               all or any one or more of them for the time being holding office
               and, subject thereto, any such Persons may act jointly and/or
               severally.

         9.3   Powers of Receiver

               Any Receiver shall (subject to any limitations or restrictions
               which the Security Trustee may in its absolute and unfettered
               discretion incorporate in the deed or other instrument appointing
               him but notwithstanding the liquidation, winding-up, or
               dissolution at any time of the Chargor and whether or not any
               such Receiver shall be an administrative receiver) have:

               9.3.1    all the powers conferred from time to time on receivers
                        (whether administrative receivers or otherwise) by law
                        and/or statute (including the Act and the Insolvency Act
                        1986);

               9.3.2    power on behalf and at the cost of the Chargor and
                        whether in the name of the Chargor or otherwise to
                        exercise all the powers and rights of an absolute owner
                        and do or omit to do anything which the Chargor could do
                        or omit to do or could have done or omitted to do but
                        for any incapacity or the appointment of a liquidator,
                        administrator or like officer in relation to the Chargor
                        or the Charged Rights; and

               9.3.3    power to use the name of the Chargor in connection with
                        the exercise of all or any of such powers.

         9.4   Receiver as Agent

               Any Receiver shall, so far as the law allows, be deemed to be the
               agent of the Chargor for all purposes and the Chargor shall be
               solely responsible for his acts, defaults, contracts,
               engagements, omissions, losses, liabilities, misconduct and
               remuneration and the Security Trustee shall not be under any
               liability whatsoever in such regard.

         9.5   Remuneration

               The remuneration of the Receiver shall be such sum or rate
               payable in such manner as may be agreed between him and the
               Security Trustee at or at any time after his appointment without
               being limited to the maximum rate specified in section 109(6) of
               the Act.

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<PAGE>

         9.6   Removal

               The Security Trustee may from time to time under its common or
               corporate seal (as the case may be) or under the hand of any
               director, manager or other authorised signatory for the time
               being of the Security Trustee or by deed remove any Receiver
               appointed by it and may, whenever it may deem it expedient,
               appoint or as the case may be apply to the court for the
               appointment of another qualified Person as a new Receiver in
               place of any Receiver whose appointment may for any reason have
               terminated.

         9.7   Application of Proceeds

               Any Receiver shall (so far as the law allows) apply all moneys
               received by him in the following order:

               9.7.1    in the payment of the costs, charges and expenses of and
                        incidental to the Receiver's appointment and the payment
                        of his remuneration and the payment and discharge of any
                        other Expenses incurred by or on behalf of the
                        Receivers;

               9.7.2    in or towards payment of any debts or claims which are
                        by statute payable in preference to the Secured
                        Obligations but only to the extent to which such debts
                        or claims have such preference;

               9.7.3    in or towards the payment and discharge of the balance
                        of the Secured Obligations in accordance with section
                        8.03 of the Agreement; and

               9.7.4    the balance (if any) to the Chargor or as otherwise
                        required by law.

         10.   VARIATION AND EXTENSION OF STATUTORY POWERS

         10.1  Statutory Powers Generally

               The powers conferred on mortgagees or receivers (including
               administrative receivers) by the Act and the Insolvency Act 1986
               shall apply to this Deed except insofar as they are expressly or
               impliedly excluded and where there is any ambiguity or conflict
               between the powers contained in the Act and/or the Insolvency Act
               1986 and those contained in this Deed the terms of this Deed
               shall (so far as the law allows) prevail.

         10.2  Security Trustee's Powers

               The restrictions contained in sections 93 and 103 of the Act
               shall not apply to the Security and the powers contained in
               section 101 of the Act shall be immediately exercisable at any
               time after the Security Trustee becomes entitled to appoint a
               Receiver pursuant to Clause 9.1 and shall be varied and extended
               so that the Security Trustee shall at any such time be entitled
               (without prejudice to any other rights or powers of a mortgagee)
               to exercise any of the powers conferred upon a Receiver by Clause
               9 and shall have the benefit of all the provisions of Clause 9.

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<PAGE>

         10.3  No Liability

               It is agreed and declared that no exercise (whether by the
               Security Trustee or any Receiver) of any one or more of the
               powers contained in this Deed shall render the Security Trustee
               or any Receiver liable for any loss and damage (including,
               without limitation, loss upon realisation of any of the Charged
               Rights) save where caused by gross negligence or wilful default
               on the Security Trustee or any Receiver.

         10.4  Protection for Third Parties

               No third party dealing with the Security Trustee or any Receiver
               or its or his agents shall, whether before, on or after any
               contract, disposition or assurance in relation to any Charged
               Rights in such third party's favour be concerned to enquire
               whether the Secured Obligations have become payable or whether
               any power which the Security Trustee or any Receiver purports to
               exercise has become exercisable or whether any of the Secured
               Obligations remain undischarged or to see to the application of
               any money paid to the Security Trustee or any Receiver, nor shall
               any such third party lending any money to a Receiver be concerned
               to enquire as to the propriety or purpose of the exercise of such
               power, or as to the application of any money so borrowed.

         10.5  Delegation

               The Security Trustee or any Receiver may at any time delegate by
               power of attorney or in any other manner to any Person or Persons
               all or any of the powers (including the power of attorney
               contained in Clause 12.1), authorities and discretions which are
               for the time being exercisable by the Security Trustee or any
               Receiver under this Deed in relation to the Charged Rights. Any
               such delegation may be made upon such terms (including power to
               sub-delegate) and subject to such regulations as the Security
               Trustee or any Receiver may think fit. Neither the Security
               Trustee nor any Receiver shall, save for their wilful default or
               gross negligence, be in any way liable or responsible to the
               Chargor for any loss or damage arising from any act, default,
               omission or misconduct on the part of any such delegate or
               sub-delegate.

         10.6  Suspense Accounts

               The Security Trustee and any Receiver may place and keep (for
               such time as it shall consider prudent) any money received,
               recovered or realised pursuant to this Deed in a separate
               suspense account (to the credit of either the Chargor or the
               Security Trustee as the Security Trustee shall think fit) without
               any obligation to apply the same or any part thereof in or
               towards the discharge of the Secured Obligations.

         10.7  Security Trustee's Power to Remedy Breaches

               If at any time the Chargor fails to perform any of the covenants
               contained in this Deed it shall be lawful for the Security
               Trustee, but the Security Trustee shall have no obligation, to
               take such action on behalf of the Chargor (including, without
               limitation, the payment of money) as may in the Security
               Trustee's reasonable opinion be required to ensure that such
               covenants are complied with and/or such failure remedied. Any
               losses, costs, charges and expenses incurred by the Security
               Trustee in taking such action shall be reimbursed by the Chargor
               on demand.

                                       19

<PAGE>

         10.8  Trustee powers

               The Security Trustee and its nominees may in relation to any of
               the Charged Rights, at any time exercise all the powers given to
               trustees by the Trustees Act 1925 to 2000 (as amended) in respect
               of any securities or property subject to a trust. Any payments
               made by the Security Trustee under this Clause shall be paid by
               the Chargor to the Security Trustee forthwith on demand.

         11.   CONTINUING SECURITY

         11.1  Subsequent Charges

               11.1.1   If any Beneficiary receives notice (whether actual or
                        constructive) of any subsequent Lien or other interest
                        affecting any of the Charged Rights or any interest in
                        any of the Charged Rights, or of any other matter which
                        may cause the Security to cease to be a continuing
                        security the Beneficiary may open a new account or
                        accounts for the Borrower and/or the Chargor.

               11.1.2   If the relevant Beneficiary does not open a new account
                        pursuant to Clause 11.1.1 then, unless the Beneficiary
                        shall notify the Borrower and the Chargor to the
                        contrary, it shall nevertheless be treated as if it had
                        done so at the time when it received such notice and as
                        from that time all payments made by or on behalf of the
                        Borrower and/or the Chargor to the Beneficiary shall be
                        credited or deemed to have been credited to the new
                        account and shall not operate to reduce the amount due
                        from the Borrower and/or the Chargor at the time when it
                        received such notice.

         11.2  General

               The Security shall be a continuing security notwithstanding any
               settlement of account or other matter whatsoever and is in
               addition to and shall not merge with or otherwise prejudice or
               affect (or be prejudiced or affected by) the security created by
               any deposit of documents, guarantee, lien, pledge, bill, note,
               charge, mortgage or other security now or hereafter held by the
               Security Trustee or any right or remedy of the Security Trustee
               in respect of the same and shall not be in any way prejudiced or
               affected by the invalidity thereof, or by the Security Trustee
               now or hereafter dealing with, exchanging, releasing, modifying
               or abstaining from perfecting or enforcing any of the same, or
               any rights which it may now or hereafter have, or giving time for
               payment or indulgence or compounding with any other Person
               liable.

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<PAGE>

         12.   POWER OF ATTORNEY

         12.1  Appointment

               The Chargor, by way of security and in order more fully to secure
               the performance of its obligations under this Deed, irrevocably
               appoints the Security Trustee and the Persons deriving title
               under it and separately any Receiver jointly and severally to be
               its attorney for and in the name and on behalf and as the act and
               deed or otherwise of the Chargor to execute as a deed or under
               hand (as applicable) and deliver and do all such assurances, acts
               and things which the Chargor is required to execute and do under
               the covenants and provisions contained in this Deed (including,
               without limitation, to make any demand upon or to give any
               notice, receipt or discharge to any Person owing moneys to the
               Chargor and for any moneys comprised in the Charged Rights and to
               execute as a deed or under hand (as applicable) and deliver any
               charges, mortgages, assignments or other security and any
               transfers of securities) and generally in its name and on its
               behalf to exercise all or any of the powers, authorities and
               discretions conferred by or pursuant to this Deed or by statute
               on the Security Trustee or any such Receiver, and (without
               prejudice to the generality of the foregoing) to execute as a
               deed or under hand and deliver and otherwise perfect any deed,
               assurance, agreement, instrument or act which it or he may
               reasonably deem proper in or for the purpose of exercising any of
               such powers, authorities and discretions and the Chargor hereby
               ratifies and confirms and agrees to ratify and confirm any
               instrument, act or thing which such attorney may executor or do.

                                       21

<PAGE>

         13.   PROTECTIVE PROVISIONS

               13.1     Neither the obligations of the Chargor nor the rights
                        and remedies of the any of the Beneficiaries (or any
                        agent or trustee on its behalf) under any of the Loan
                        Documents or otherwise conferred by law shall be
                        discharged prejudiced or impaired by reason of any of
                        the following matters (regardless of whether the Chargor
                        is aware of, or has consented to, the same):

               13.1.1   any variation of any of the Secured Obligations or of
                        the terms or conditions of any of the Loan Documents or
                        of any Lien or Guaranty Obligation held or to be held as
                        security for the payment, performance or discharge of
                        any of the Secured Obligations (any such Lien or
                        Guaranty Obligation referred to in this Deed as "related
                        security");

               13.1.2   any failure on the part of the any of the Beneficiaries
                        (or any agent or trustee on its behalf) (whether
                        intentional or not) to take, perfect or realise (whether
                        in full or in part) the security constituted or intended
                        to be constituted by this Deed or any related security
                        now or in the future agreed to be taken;

               13.1.3   any incapacity or change in the constitution of any
                        party to any of the Loan Documents or to any related
                        security;

               13.1.4   any of the Secured Obligations or any obligation of any
                        Person under any of the Loan Documents or under any
                        related security being or becoming invalid, illegal,
                        void or unenforceable for any reason;

               13.1.5   any time or other indulgence given or agreed to be given
                        to, or other arrangement made with or accepted from,
                        either the Borrower in respect of any of the Secured
                        Obligations or any other Person in respect of any of its
                        obligations under any related security;

               13.1.6   any waiver or release of any of the Secured Obligations
                        or of any obligation of any Person under any related
                        security or any failure to realise, in full or in part,
                        the value of, or any discharge or exchange of the
                        security constituted or intended to be constituted by
                        this Deed or any related security;

               13.1.7   any Person party to any Loan Document or any related
                        security being wound up, dissolved, going into
                        administration or liquidation or making any composition
                        or arrangement with its creditors (whether or not
                        sanctioned by the court and whether or not the any of
                        the Beneficiaries (or any agent or trustee on its
                        behalf) has agreed to such compromise or arrangement)
                        and so that where, by virtue of any compromise or
                        arrangement, any part of the Secured Obligations are
                        transferred to any other Person, this Deed shall have
                        effect as if the expression "Borrower" included such
                        other Person; or

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<PAGE>

               13.1.8   any other act, event or omission which, but for this
                        provision, would or might operate to offer any legal or
                        equitable defence for or impair or discharge any of the
                        Secured Obligations or any obligation of any Person
                        under any related security or prejudicially affect the
                        rights or remedies of the any of the Beneficiaries (or
                        any agent or trustee on its behalf) under this Deed or
                        otherwise conferred by law.

         13.2  The obligations of the Chargor under this Deed are additional to,
               and not in substitution for, any related security and the
               Security Trustee may enforce this Deed without first having
               recourse to any related security and without making or filing any
               claim or proof in the winding-up, dissolution or bankruptcy of
               the Borrower or of any other Person or first taking any steps or
               proceedings against the Borrower or any such Person.

         13.3  Non-Competition

               Until all of the Secured Obligations have been satisfied in full
               and the Beneficiaries are under no further obligation, actual or
               contingent, to the Borrower, the Chargor shall not:

               13.3.1   exercise any right of subrogation, indemnity, set-off or
                        counterclaim against the Borrower or any other Person
                        party to any Lien or Guaranty Obligation held or to be
                        held as security for the payment, performance or
                        discharge of the Secured Obligations (any such Lien or
                        Guaranty Obligation together referred to in this Clause
                        13.3 as "related security");

               13.3.2   claim payment of any other monies for the time being due
                        to it by the Borrower or any Person party to any related
                        security by reason of the performance by it of its
                        obligations under any of the Loan Documents or under any
                        related security or on any account whatsoever or
                        exercise any other right or remedy or enforce any
                        related security which it has in respect thereof;

               13.3.3   claim any contribution from any other Person party to
                        any of the Loan Documents or any related security;

               13.3.4   negotiate, assign, charge or otherwise dispose of any
                        monies, obligations or liabilities now or at any future
                        time due or owing to it by the Borrower or any Person
                        party to any related security; or

               13.3.5   claim or prove in a winding-up or dissolution of any
                        other Person party to any of the Loan Documents or any
                        related security in competition with the Security
                        Trustee; and

               if the Chargor receives any sums in contravention of this Clause
               13.3, it shall hold them on trust to be applied promptly in or
               towards the satisfaction of the Secured Obligations.

                                       23

<PAGE>

         13.4     No Security

                  The Chargor warrants that it has not taken, and agrees that it
                  will not take, from the Borrower or any Person party to any
                  related security any Lien or Guaranty Obligation in respect of
                  or in connection with its obligations under this Deed. If the
                  Chargor takes any such Lien or Guaranty Obligation in
                  contravention of this Clause, it shall hold it on trust for
                  the Security Trustee until such time as all of the Secured
                  Obligations have been satisfied in full (and the Security
                  Trustee is not under any further obligation, actual or
                  contingent, to any Person party to the Loan Documents) and
                  shall on request promptly deposit the same with and/or charge
                  the same to the Security Trustee in such manner as the
                  Security Trustee may require as security for the due and
                  punctual payment, performance and discharge by such party of
                  the Secured Obligations.

         14.      INDEMNITIES

         14.1     General

                  The Chargor agrees to indemnify the Security Trustee and any
                  Receiver on demand against all losses, actions, claims,
                  expenses, demands or liabilities whether in contract, tort or
                  otherwise now or hereafter incurred by it or him or by any
                  manager, agent, officer or employee for whose liability, act
                  or omission it or he may be answerable for anything done or
                  omitted in the exercise or purported exercise of the powers
                  contained in this Deed or occasioned by any breach by the
                  Chargor of any of its covenants or other obligations under
                  this Deed or otherwise arising out of or in connection with
                  the Charged Rights or the Security.

         14.2     Taxes

                  The Chargor agrees to indemnify the Security Trustee and any
                  Receiver on demand against all present or future stamp or
                  other taxes or duties and any penalties or interest with
                  respect thereto which may be imposed by any competent
                  jurisdiction in connection with the execution or enforcement
                  of this Deed or in consequence of any payment made pursuant
                  hereto being impeached or declared void for any reason
                  whatsoever.

         15.      NO WAIVER

                  No failure or delay by the Security Trustee in exercising any
                  right or remedy shall operate as a waiver thereof, nor shall
                  any single or any partial exercise or waiver of any right or
                  remedy preclude its further exercise or the exercise of any
                  other right or remedy as though no waiver had been made and no
                  relaxation or indulgence granted. The rights and remedies
                  provided in the Security are cumulative and not exclusive of
                  any rights or remedies provided by law, any amendment,
                  variation, waiver, release or consent made by the Security
                  Trustee.

                                       24

<PAGE>

         16.      PAYMENT AND DISCHARGE

         16.1     Payment without Deduction

                  All payments to be made to the Security Trustee under this
                  Deed shall be made free and clear of and (save as required by
                  law) without any deduction for or on account of any tax,
                  withholding, charges, set-off or counterclaim. All payments
                  shall be made into such account or accounts as the Security
                  Trustee may from time to time specify for that purpose.

         16.2     Gross-up and Tax Receipts

                  If the Chargor is required by law to make a deduction or
                  withholding from any payment made under this Deed then the sum
                  payable by the Chargor in respect of which such deduction or
                  withholding is required to be made shall be increased to the
                  extent necessary to ensure that, after the making of such
                  deduction or withholding, the Security Trustee receives and
                  retains (free from any liability in respect of any such
                  deduction or withholding) a net sum equal to the sum which it
                  would have received and so retained had no such deduction or
                  withholding been made or been required to be made. If the
                  Chargor makes any payment under this Deed in respect of which
                  it is required by law to make any deduction or withholding it
                  shall pay the full amount to be deducted or withheld to the
                  relevant taxation or other authority within the time allowed
                  for such payment under applicable law and shall deliver to the
                  Security Trustee within thirty days after it has been made
                  such payment to the applicable authority an original receipt
                  or other appropriate evidence issued by such authority
                  evidencing the payment to such authority of all amounts so
                  required to be deducted or withheld from such payment.

         16.3     Reinstatement

                  Any settlement or discharge under this Deed between the
                  Security Trustee and the Chargor shall be conditional upon no
                  security or payment to the Security Trustee by the Chargor or
                  any other Person being avoided or set aside or ordered to be
                  refunded or reduced by virtue of any provision or enactment
                  relating to bankruptcy, insolvency, administration or
                  liquidation for the time being in force, and if such condition
                  is not satisfied, the Security Trustee shall be entitled to
                  recover from the Chargor on demand the value of such security
                  or the amount of any such payment as if such settlement or
                  discharge had not occurred.

         16.4     Releases

                  Without prejudice to any terms of the Agreement regarding the
                  giving of consents, releases and/or discharges to facilitate
                  any disposition in relation to the Charged Rights the Security
                  Trustee shall, at the request and cost of the Chargor
                  following the irrevocable payment and discharge of the Secured
                  Obligations and provided that the Security shall not have been
                  enforced, and the Security Trustee is satisfied that such
                  payment is not subject to avoidance or liable to be set aside,
                  refunded or reduced as referred to in Clause 16.2, duly
                  execute and do all such deeds, acts and things as may be
                  necessary to release from the Security the assets which are
                  then subject to it.

                                       25

<PAGE>

         17.      CURRENCY

                  Any amount received or recovered by the Security Trustee in
                  respect of any sum expressed to be due to it from the Chargor
                  under this Deed in a currency other than the currency (the
                  "contractual currency") in which such sum is so expressed to
                  be due (whether as a result of, or of the enforcement of, any
                  judgment or order of the court or tribunal of any
                  jurisdiction, the winding-up of the Chargor or otherwise)
                  shall only constitute a discharge to the Chargor to the extent
                  of the amount of the contractual currency that the Security
                  Trustee is able, in accordance with its usual practice, to
                  purchase with the amount of the currency so received or
                  recovered on the date of receipt or recovery (or, if later,
                  the first date on which such purchase is practicable). If the
                  amount of the contractual currency so purchased is less than
                  the amount of the contractual currency so expressed to be due,
                  the Chargor shall indemnify the Security Trustee against any
                  loss sustained by it as a result, including the cost of making
                  any such purchase.

         18.      NOTICES

         18.1     General

                  Any demand, notice or other communication to be made on or
                  delivered to the Chargor hereunder or in respect of the
                  Secured Obligations shall be made or delivered by facsimile
                  transmission (referred to as "fax") or otherwise in writing
                  and shall be treated as having been served if served in
                  accordance with Clause 18.2. Each demand, notice or other
                  communication to be made on or delivered to any party to this
                  Deed shall (unless that party has by 30 days' written notice
                  to the other party or parties specified another address or fax
                  number) be made or delivered to that other Person at the
                  address or fax number (if any) set out under its name at the
                  end of this Deed.

                                       26

<PAGE>

                  18.2     Mode of Service

                           Service may be made:

                  18.2.1   personally on any director or the company secretary
                           of the Chargor;

                  18.2.2   by leaving it at the address for service of the
                           Chargor referred to in Clause 18.1;

                  18.2.3   by sending it by pre-paid first class letter (or by
                           airmail if to or from an address outside the United
                           Kingdom) through the post to the address for service
                           of the Chargor referred to in Clause 18.1;

                  18.2.4   by fax, to the fax number of the Chargor and so that
                           any fax shall be deemed to be in writing and, if it
                           bears the signature of the server or its authorised
                           representative or agent, to have been signed by or on
                           behalf of the server.

         18.3     Deemed Service

                  Any notice, demand or other communication shall be served or
                  treated as served at the following times:

                  18.3.1   in the case of service personally or in accordance
                           with Clause 18.2.2, at the time of such service;

                  18.3.2   in the case of service by post, at 9.00 a.m. on the
                           working day next following the day on which it was
                           posted, or in the case of service to or from an
                           address outside the United Kingdom, at 9.00 a.m. on
                           the fourth working day following the day on which it
                           was posted; and

                  18.3.3   in the case of service by fax, if sent before 9.00
                           a.m. on a working day, at 11.00 a.m. on the same day,
                           if sent between 9.00 a.m. and 5.30 p.m. on a working
                           day, two hours after the time of such service, or if
                           sent after 5.30 p.m. on a working day, or if sent on
                           a day other than a working day, at 9.00 a.m. on the
                           next following working day.

                  For the purpose of this Clause 18 the term "working day" shall
                  mean a day (other than a Saturday or a Sunday) upon which the
                  recipient of any demand, notice or other communication is
                  normally open for business in the country of its address for
                  service referred to in Clause 18.1 and references to any time
                  of day shall be construed as references to the time of day in
                  such country.

                                       27

<PAGE>

                  18.4     Proof of Service

                           In proving service of a demand, notice or other
                           communication served:

                  18.4.1   by post, it shall be sufficient to prove that such
                           notice or other communication was correctly
                           addressed, full postage paid and posted; and

                  18.4.2   by fax, it shall be sufficient to prove that the fax
                           was followed by such machine record as indicates that
                           the entire fax was sent to the relevant number.

         19.      SET-OFF

                  The Chargor hereby authorises each Beneficiary without prior
                  notice to the Chargor to apply any credit balance (whether or
                  not then due) to which the Chargor is at any time beneficially
                  entitled on any account at any office of the Beneficiary in or
                  towards satisfaction of the Secured Obligations at any time
                  and for this purpose such Beneficiary is authorised to
                  purchase with the monies standing to the credit of any such
                  account such other currencies as may be necessary to effect
                  such application. No Beneficiary shall not be obliged to
                  exercise any of its rights under this Clause which shall be
                  without prejudice to and in addition to any rights of set-off,
                  combination of accounts, consolidation or other rights to
                  which it is at any time otherwise entitled (whether by
                  operation of law, contract or otherwise).

         20.      COUNTERPARTS

         20.1     This Deed may be executed in any number of counterparts and
                  this shall have the same effect as if the signatures on the
                  counterparts were on a single copy of this Deed.

         21.      TRUSTEE PROVISIONS

         21.1     Declaration of Trust

                  The Security Trustee shall hold the security constituted by
                  this Deed and the benefit of all related rights in trust for
                  the benefit of the Beneficiaries on the terms and subject to
                  the conditions set out in this Deed and the Agreement.

         21.2     Perpetuity Period

                  The perpetuity period under the rule against perpetuities (if
                  applicable to this Deed) shall be the period of eighty years
                  from the date of this Deed.

         22.      LAW AND JURISDICTION

         22.1     Law

                  This Deed and the rights and obligations of the parties hereto
                  shall be governed by and construed in accordance with English
                  law.

                                       28

<PAGE>

         22.2     Jurisdiction

         22.2.1   Submission: The Chargor agrees for the benefit of the Security
                  Trustee that the courts of England shall have jurisdiction to
                  hear and determine, any suit, action or proceeding, and to
                  settle any dispute, which may arise out of or in connection
                  with this Deed and, for such purposes, irrevocably submits to
                  the jurisdiction of such courts.

         22.2.2   Forum: The Chargor irrevocably waives any objection which it
                  might now or hereafter have to the courts referred to in
                  Clause 22.2.1 being nominated as the forum to hear and
                  determine any suit, action or proceeding, and to settle any
                  dispute, which may arise out of or in connection with this
                  Deed and agrees not to claim that any such court is not a
                  convenient or appropriate forum.

         22.2.3   Service of process: The Chargor agrees that the process by
                  which any suit, action or proceeding is begun may be served on
                  it by being delivered (i) in connection with any suit, action
                  or proceeding in England or any other jurisdiction except USA,
                  to 101 Bayham Street, Camden Town, London, NW1 0AG (marked for
                  the attention of the Company Secretary) and (ii) in connection
                  with any suit, action or proceeding commenced in the USA c/o
                  Getty Images, Inc., 601 North 34/th/ Street, Seattle, WA 98013
                  (marked for the attention of the Company Secretary).

         22.2.4   Other competent jurisdictions: The submission to the
                  jurisdiction of the courts referred to in Clause 22.2.1 shall
                  not (and shall not be construed so as to) limit the right of
                  the Security Trustee to take proceedings against the Chargor
                  as the case may be, in any other court of competent
                  jurisdiction nor shall the taking of proceedings in any one or
                  more jurisdictions preclude the taking of proceedings in any
                  other jurisdiction, whether concurrently or not.

         22.2.5   Consent to enforcement: The Chargor hereby consents generally
                  in respect of any legal action or proceeding arising out of or
                  in connection with this Deed to the giving of any relief or
                  the issue of any process in connection with such action or
                  proceeding including, without limitation, the making,
                  enforcement or execution against any property whatsoever
                  (irrespective of its use or intended use) of any order or
                  judgment which may be made or given in such action or
                  proceeding.

IN WITNESS whereof the Chargor has duly executed this Deed as a deed and intends
to deliver and hereby delivers the same on the date first above written and,
prior to such delivery, this Deed has been duly signed on behalf of the Security
Trustee, in the manner appearing below.

                                       29

<PAGE>

                                   SCHEDULE 1

                                   TRADE MARKS

--------------------------------------------------------------------------------
   Trade Mark     Place of        Class     Status    Application
                Registration                             Number
--------------------------------------------------------------------------------
ALLSPORT       United Kingdom       041   Registered               2154968
--------------------------------------------------------------------------------
ALLSPORT       United Kingdom       09    Registered               2154968
--------------------------------------------------------------------------------
ALLSPORT       United Kingdom       16    Registered               2156968
--------------------------------------------------------------------------------
ALLSPORT       Community            09    Registered               715193
--------------------------------------------------------------------------------
ALLSPORT       Community            16    Registered               715193
--------------------------------------------------------------------------------
ALLSPORT       Community            41    Registered               715193
--------------------------------------------------------------------------------

                                       30

<PAGE>

                                   SCHEDULE 2

                          FORM OF NOTICE OF ASSIGNMENT

TO: [CONTRACT PARTY]
                                                                          [Date]
Dear Sirs,

We hereby give you notice that we have assigned by way of security pursuant to a
trade marks charge (the "Charge") dated [              ] (such charge, as the
same may from time to time be amended, varied, supplemented, novated or replaced
being referred to as the "Charge") between ourselves and Bank of America N.A.
(the "Security Trustee"), as agent and trustee for the Beneficiaries named
therein (the "Beneficiaries") all our rights, title and interest in and to and
the benefit of the [here set out details of relevant agreement in respect of
which rights have been assigned].

We irrevocably and unconditionally instruct and authorise you (notwithstanding
any previous instructions which we may have given you to the contrary and
without requiring you to make any reference to or seek any further authority
from us or to make any enquiry as to the justification for or validity of any
notice, statement, requirement or direction) as follows:

(1)      to disclose to the Security Trustee such information relating to the
         [licence/agreement] as it may, at any time and from time to time,
         request you to disclose to it; and

(2)      to make all payments under or arising from the [licence/agreement] to
         the Security Trustee or to its order and otherwise to comply with the
         terms of any written notice, statement or instructions which you
         receive at any time from the Security Trustee and which in any way
         relate to or purport to relate to the Charge or the
         [licence/agreement].

You should note that, by virtue of the assignment by way of security comprised
in the Charge to which reference is made above:

(A)      all remedies under or in relation to the [licence/agreement] or
         available at law or in equity in respect thereof are exercisable by the
         Security Trustee;

(B)      all rights to compel performance of the [specify relevant obligations]
         are exercisable by the Security Trustee; and

(C)      all rights, title and interest whatsoever accruing to or for the
         benefit of ourselves arising from the [licence/agreement] belong to the
         Security Trustee as agent and trustee for the Beneficiaries.

                                       31

<PAGE>

The terms of and the instructions and authorisations contained in this letter
shall remain in full force and effect until the Security Trustee gives you
notice to the contrary.

This letter shall be governed by and construed in accordance with English law.

Please acknowledge receipt of this letter and your acceptance of its terms and
the instructions and authorisations contained in it by signing the attached form
of acknowledgement and agreement and returning it to Bank of America N.A.,
Commercial Agency Management, Mail Code: WA1 - 501-37-20, 800 Fifth Avenue,
Floor 37, Seattle, Washington 98104, United States of America, marked for the
attention of Ken Puro

Yours faithfully,


For and on behalf of
GETTY COMMUNICATIONS LIMITED

                                       32

<PAGE>

                     (FORM OF ACKNOWLEDGEMENT AND AGREEMENT)

To:      SECURITY TRUSTEE

                                                                          [Date]
Dear Sirs,

We acknowledge receipt of a notice dated [             ] and addressed to us by
Getty Communications Limited (the "Assignor") regarding the [licence/agreement]
referred to in such Notice and we hereby acknowledge our acceptance of the terms
of and the instructions and authorisations contained in such Notice.

We acknowledge and confirm that:

(1)      we have not received notice that any third party has or may have any
         rights, title or interest in or to, or has made or may be making any
         claim or demand or taking any action in respect of, the
         [licence/agreement];

(2)      no amendment, waiver or release of any rights, title or interest of the
         Assignor in or to the [licence/agreement] shall be effective without
         the prior written consent of the Security Trustee;

(3)      no termination of any such rights, title or interest in or to the
         [licence/agreement] shall be effective unless we have given the
         Security Trustee 30 days' written notice of the proposed termination
         and specifying the action necessary to avoid such termination;
         furthermore we confirm that no breach or default on the part of the
         Assignor of any of the terms of the [licence/agreement] shall be deemed
         to have occurred unless we have given notice of such breach to the
         Security Trustee specifying how to make good such breach.

We further confirm that we shall not make or exercise any claims or demands,
rights of combination, consolidation or set-off or any other equities which we
may have in respect of any amounts payable to the Assignor by us under the
[licence/agreement] and we shall send you copies of all statements, orders and
notices given by us relating to such amount.

We undertake that, if we become aware at any time that any person or entity
other than yourselves has or may have any rights, title or interest in or to, or
has or may be making any claim or demand or taking any action in respect of, the
[licence/agreement] we will immediately give written notice to you of the terms
of such rights, title, interest, claim, demand or action.

Yours faithfully

For and on behalf of
[CONTRACT PARTY]

                                       33

<PAGE>

                                   SCHEDULE 3

                                   DISCLOSURES

Licences-Out

1.   The Chargor has informally licensed the use of the Charged Rights on a
     non-exclusive, worldwide basis to its Subsidiaries and Affiliates;

2.   The Chargor has licensed the use of the Charged Rights on a non-exclusive
     basis to the following Persons:

   ---------------------------------------------------------------------------
   Country                Name of agent
   ---------------------------------------------------------------------------
   Austria                Contrast
   ---------------------------------------------------------------------------
   Belgium                Isopress
   ---------------------------------------------------------------------------
   Denmark                Allover Press DK
   ---------------------------------------------------------------------------
   Finland                Allover Press
   ---------------------------------------------------------------------------
   Finland                Lehtikuvah
   ---------------------------------------------------------------------------
   France                 Vandystadt
   ---------------------------------------------------------------------------
   Germany                Action Press
   ---------------------------------------------------------------------------
   Hungary                Ferenczy Presse Agentur
   ---------------------------------------------------------------------------
   Ireland                InPho
   ---------------------------------------------------------------------------
   Italy                  Grazia Neri
   ---------------------------------------------------------------------------
   Italy                  Laura Ronchi Srl
   ---------------------------------------------------------------------------
   Netherlands            ANP - Allsport/AS Concepts
   ---------------------------------------------------------------------------
   Norway                 Allover Press Norway
   ---------------------------------------------------------------------------
   Portugal               ADS (Agencia Dias da Silva)
   ---------------------------------------------------------------------------
   Portugal               ASPA / Imageone
   ---------------------------------------------------------------------------
   Romania                Guliver Press
   ---------------------------------------------------------------------------
   Russia                 Foto Bank
   ---------------------------------------------------------------------------
   South Africa           Touchline Photo - Allsport
   ---------------------------------------------------------------------------
   Spain                  Firo Foto
   ---------------------------------------------------------------------------
   Sweden                 Pressens Bild
   ---------------------------------------------------------------------------
   Turkey                 Serimaj
   ---------------------------------------------------------------------------

Opposition
3.   Community Trade Mark application for the mark "GETTY", application no.
     260240 was opposed by the J.P. Getty Trust in June 1998. After negotiations
     with the J.P. Getty Trust leading to a settlement of such opposition (a
     copy of the agreement evidencing such settlement shall be forwarded to the
     Security Trustee in due course) the Chargor will not be proceeding with
     Community Trade Mark application no. 260240 and the Canadian Trade Mark
     application for "Getty", application no. 835536. The Chargor hereby
     covenants with the Security Trustee to promptly notify OHIM and the
     Canadian

                                       34

<PAGE>

     Intellectual Property Office of the withdrawal of the aforesaid Community
     and Canadian trade mark applications, as appropriate, and to use all
     reasonable endeavours and do all such necessary acts and things to effect
     such withdrawal. The Security Trustee confirms that, subject to the
     aforesaid, such trade mark applications shall not be considered to be
     Registered Rights for the purpose of this Deed. The Chargor acknowledges
     that any future trade mark applications for the mark "Getty" or "Getty
     Images" for which it is the applicant for registration shall be deemed to
     be a Specified Trade Mark and a Material New Trade Mark for the purposes of
     this Deed.

IN WITNESS whereof I/we have caused this Undertaking to be executed as a deed
and delivered on the day and the year first before written.

                           If signed by an individual:

Executed by           )
[NAME OF NOMINEE]     )
in the presence of:   )


Witness' Signature      _____________________
Name in block capitals  _____________________
Address                 _____________________
                        _____________________
                        _____________________
                        _____________________
Occupation              _____________________

           If signed by a company incorporated in England and Wales:

Executed by                         )
[NAME OF NOMINEE]                   )
by two directors or one director    )
and the company secretary           )
                                         Director

                                         Director/Secretary

  If signed by a company incorporated in a jurisdiction other than England and
  Wales:

Executed by                         )
[NAME OF NOMINEE]                   )
by its duly authorised signatory/   )
signatories in accordance with      )
the laws of the jurisdiction in     )
which it is incorporated            )

                                         Authorised Signatory

                                       35

<PAGE>

                               [Authorised Signatory]

THE CHARGOR

EXECUTED by                                      )     _________________________
GETTY COMMUNICATIONS LIMITED                     )     Director
by two directors or one director and the         )
company secretary                                )     _________________________
                                                           Director/Secretary

Address:        101 Bayham Street,
                Camden Town,
                London, NW1 0AG
                Fax: +44 207 544 3338
                Attention: The Company Secretary

THE SECURITY TRUSTEE

SIGNED by                                     )
BANK OF AMERICA, N.A.                         )  ________________________
for and on behalf of                          )  Authorised Signatory
by its duly authorised signatory/signatories  )
_______________________________________       )
_______________________________________       )
in accordance with the laws of the            )  ________________________
jurisdiction in which it is incorporated      )  Authorised Signatory

Address:        Bank of America, NA
           Commercial Agency Management
           Mail Code: WA1-501-37-20
           800 Fifth Avenue, Floor 37
           Seattle, Washington 98104
           United States of America

Fax:       001 206 358 0971
Attention:      Ken Puro, Vice President

                                       36

<PAGE>

                                                                       EXHIBIT F

                  FORM OF COLLATERAL ACCOUNT CONTROL AGREEMENT

Bank of America, N.A.                                              July 19, 2002
Client Services-200 North College Street
Charlotte, NC 28255

Ladies and Gentlemen:

     This is to notify you that Getty Images, Inc., a Delaware corporation (the
"Pledgor") has granted to Bank of America, N.A., as administrative agent for the
lenders from time to time a party to that certain Credit Agreement dated as of
July 19, 2002 by and among Pledgor, such lenders, and Bank of America, N.A., as
administrative agent for such lenders (in such capacity, the "Pledgee") a
security interest in account number 859412 (the "Collateral Account") held by
Bank of America, N.A., as securities intermediary (in such capacity, the
"Securities Intermediary") together with all financial assets, investment
property, securities, deposit accounts, cash and other property now or hereafter
held therein, and the proceeds thereof, including, without limitation, dividends
payable in cash or stock and shares or other proceeds of conversions or splits
of any securities in the Collateral Account (collectively, the "Collateral").
Pledgor, Pledgee and Securities Intermediary agree that the Collateral Account
is a "securities account" within the meaning of Article 8 of the Uniform
Commercial Code of the State of Washington (the "UCC") and that all Collateral
held in the Collateral Account will be treated as financial assets under the
UCC.

     In connection therewith, the parties hereto agree (which agreement by
Pledgor will be construed as instructions to the Securities Intermediary):

1    Securities Intermediary is instructed to register the pledge on its books.
     Securities Intermediary shall hold all certificated securities that
     comprise all or part of the Collateral with proper endorsements to
     Securities Intermediary or in blank, or will deliver possession of such
     certificated securities to the Pledgee.

2    Securities Intermediary is instructed to deliver to the Pledgee copies of
     monthly statements on the Collateral Account.

3    The Collateral Account will be styled: "Getty Images, Inc., Collateral Hold
     Account."

4    All dividends, interest, gains and other profits with respect to the
     Collateral Account will be reported in the name and tax identification
     number of Pledgor.

5    Securities Intermediary may not, without the prior written consent of
     Pledgee, deliver, release or otherwise dispose of the Collateral or any
     interest therein unless the proceeds thereof are held or reinvested in the
     Collateral Account as part of the Collateral or applied by Securities
     Intermediary to the satisfaction of an obligation owed to it.

6    Securities Intermediary may not, without prior written consent of Pledgee,
     accept instructions from anyone other than Pledgee with respect to (i) the
     manner of investment or reinvestment of the Collateral, except instructions
     from Pledgor to invest or reinvest the Collateral in a deposit account
     maintained with Bank of America, N.A. or (ii) the sale, transfer, delivery,
     release or other disposition of the Collateral

                                        1

<PAGE>

7    Securities Intermediary agrees to comply with any order or instruction from
     Pledgee concerning the Collateral Account, including an order or
     instruction directing sale, transfer, investment, reinvestment or
     redemption of all or part of the Collateral and the remittance of the
     proceeds thereof, if any, to Pledgee, without further consent by Pledgor.
     Securities Intermediary shall have no responsibility or liability to
     Pledgor for complying with any order or instruction, whether oral or
     written, concerning the Collateral Account originated by Pledgee and shall
     have no responsibility to investigate the appropriateness of any such order
     or instruction, even if Pledgor notifies Securities Intermediary that
     Pledgee is not legally entitled to originate any such order or instruction.
     Securities Intermediary shall have no responsibility or liability to
     Pledgee for complying with any order or instruction, whether oral or
     written, concerning the Collateral Account originated by Pledgor except to
     the extent such compliance would cause Securities Intermediary to violate
     (i) paragraph 5 hereof or (ii) written orders or instructions previously
     received from Pledgee, but only to the extent Securities Intermediary has
     had reasonable opportunity to act thereon. Securities Intermediary shall be
     able to rely upon any notice or order that it reasonably believes to be
     genuine. Securities Intermediary shall have no responsibility or liability
     to Pledgee with respect to the value of the Collateral Account or any of
     the Collateral. This agreement does not create any obligation or duty on
     the part of Securities Intermediary other than those expressly set forth
     herein.

8    Securities Intermediary shall not be liable for any loss or damage with
     respect to any matter that may arise out of or in connection with this
     Agreement or any action taken or not taken pursuant hereto, except to the
     extent caused by Securities Intermediary's gross negligence or willful
     misconduct. Without limiting the foregoing, in no event shall Securities
     Intermediary be responsible for indirect or consequential damages,
     regardless of any notice, or any loss or damage caused, directly or
     indirectly, by conditions beyond its control. Each of Pledgor and Pledgee
     agree to indemnify and hold the Securities Intermediary, its directors,
     officers, employees, and agents harmless from and against any and all
     claims, causes of action, liabilities, lawsuits, demands and/or damages,
     including, without limitation, any and all costs, including court costs and
     reasonable attorneys' fees, that may arise out of or in connection with
     this Agreement or any action taken or not taken pursuant hereto, except to
     the extent caused by Securities Intermediary's gross negligence or willful
     misconduct. The indemnities of Pledgor and Pledgee set forth in this
     paragraph 8 shall survive the termination of this Agreement.

9    Securities Intermediary is instructed that the Collateral Account is to
     remain a "cash account" within the meaning of regulation t issued by the
     Board of Governors of the Federal Reserve System. Securities Intermediary
     represents that it has not received notice regarding any lien, encumbrance
     or other claim to the Collateral or the Collateral Account from any other
     person and has not entered into an agreement with any third party to act on
     such third party's instructions without further consent of Pledgor.
     Securities Intermediary further agrees not to enter into any such agreement
     with any third party.

                                        2

<PAGE>

10   Securities Intermediary subordinates to the lien and security interest of
     Pledgee any right of setoff, encumbrance, security interest or other claim
     that it may have against the Collateral, except for (i) customary
     commissions and fees arising from permitted trading activity within the
     Collateral Account, and (ii) payment owed to Securities Intermediary for
     open trade commitments for the purchase and/or sale of financial assets in
     and for the Collateral Account.

11   To the extent a conflict exists between the terms of this Agreement and any
     account agreement between Pledgor and Securities Intermediary, the terms of
     this Agreement will control, provided that this Agreement shall not alter
     or affect any mandatory arbitration provision currently in effect between
     Securities Intermediary and Pledgor.

12   The terms of this Agreement will in no way be modified except by a writing
     signed by all parties hereto.

13   Securities Intermediary reserves the right, unilaterally, to terminate this
     Agreement, such termination to be effective thirty (30) days after written
     notice thereof is given to Pledgor and Pledgee. Termination shall not
     affect any of the rights and liabilities of the parties hereto incurred
     before the date of termination.

14   This Agreement arid the instructions and orders required or permitted to be
     executed and delivered hereunder set forth the entire agreement of the
     parties with respect to the subject matter hereof, and, subject to
     paragraph 11 above, supersede any prior agreement and contemporaneous oral
     agreements of the parties concerning its subject matter.

15   Except as otherwise expressly provided herein, any notice, order,
     instruction, request or other communication required or permitted to be
     given under this Agreement shall be in writing and deemed to have been
     properly given when delivered in person, or when sent by facsimile or other
     electronic means and electronic confirmation of error free receipt is
     received or upon receipt of notice sent by certified or registered united
     states mail, return receipt requested, postage prepaid, addressed to the
     party at the address set forth below.

16   If any party to this Agreement is not a natural person, the person
     executing this agreement on behalf of such party hereby represents that he
     or she has the proper authority to execute this Agreement on behalf of such
     party.

17   The construction and effect of every provision of this Agreement, the
     rights of the parties hereunder and any questions arising out of this
     Agreement, shall be governed by the statutory and common law of the State
     of Washington without reference to the conflict of law provisions thereof.

                                 * * * * * * * *

                                        3

<PAGE>

     IN WITNESS WHEREOF, the Pledgor and the Pledgee have agreed to the terms of
this Agreement as of the date indicated above.

Pledgor:                                     Pledgee:
-------                                      -------

GETTY IMAGES, INC.                           BANK OF AMERICA, N.A., as
                                             administrative agent

By: _________________________________        By: _______________________________

Name: _______________________________        Name: Ken Puro

Title: ______________________________        Title: Vice President

Telephone No.: (206) 925-6447                Telephone No.: (206) 358-0138

Address:                                     Address:

601 North 34th Street                        800 Fifth Avenue, 35th Floor
Seattle, WA 98103                            Seattle, WA 98104

Date: July 19, 2002                          Date: July 19, 2002

Acknowledged and Agreed to:

BANK OF AMERICA, N.A., as Securities
Intermediary

By: _________________________________

Name:  James P. Marolich

Title: Senior Vice President

Telephone No.: (206) 358-8926

Address:

800 Fifth Avenue, 34th Floor
Seattle, WA 98104

Date: July 19, 2002

                                        4

<PAGE>

                                                                     EXHIBIT G-1

                        FORM OF BORROWER PLEDGE AGREEMENT



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                                        1

<PAGE>

                                                                     EXHIBIT G-2

                  FORM OF GETTY COMMUNICATIONS PLEDGE AGREEMENT



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                                        1

<PAGE>

                                                                       EXHIBIT H

                         FORM OF COMPLIANCE CERTIFICATE

                                  Financial Statement Date ______________, _____

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of July 19,
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Getty Images, Inc., a Delaware corporation
(the "Borrower"), the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, Security Trustee, L/C Issuer and Swing
Line Lender.

     The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the _________________________ of the Borrower, and that, as such,
he/she is authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the Borrower, and that:

            [Use following for fiscal year-end financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section Error! Reference source not found.(a) of the
Agreement for the fiscal year of the Borrower ended as of the above date,
together with the report and opinion of an independent certified public
accountant required by such section.

           [Use following for fiscal quarter-end financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section Error! Reference source not found.(b) of the Agreement for
the fiscal quarter of the Borrower ended as of the above date. Such financial
statements fairly present the financial condition, results of operations and
cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at
such date and for such period, subject only to normal year-end audit adjustments
and the absence of footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Borrower during the accounting period covered by the attached financial
statements.

     3. A review of the activities of the Borrower during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and

                                        1

<PAGE>

                                  [select one:]

     [to the best knowledge of the undersigned after due inquiry, no Default or
Event of Default exists as of the date hereof]

                                     --or--

     [the following covenants or conditions have not been performed or observed
and the following is a list of each such Default or Event of Default, its nature
and status and the action that the Borrower proposes to take with respect
thereto:]

     [4. The representations and warranties of the Borrower contained in Article
V of the Agreement, or which are contained in any document furnished at any time
under or in connection with the Loan Documents, are true and correct on and as
of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date and except that this Certificate shall be
deemed instead to refer to the last day of the most recent year or quarter, as
the case may be, for which financial statements have then been delivered in
respect of the representation and warranty made in Section 5.05(a) or 5.05(b) of
the Agreement.]

     5.  The financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this Certificate.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
________________________.

                                          GETTY IMAGES, INC.

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________

                                        2

<PAGE>

                For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

I.   Section 7.13(a) - Consolidated Net Worth.

     A.   Actual Consolidated Tangible Net Worth at Statement
          Date:                                                   $_____________

     B.   50% of Consolidated Net Income for each fiscal quarter
          ending after March 31, 2002 (no reduction for losses):  $_____________

     C.   100% of increases in Shareholders' Equity after date of
          Agreement from issuance and sale of capital stock
          (including from conversion of debt securities):         $_____________

     D.   Minimum required Consolidated Tangible Net Worth
          (Lines I.B + I.C plus -$______________):                $_____________

     E.   Excess (deficient) for covenant compliance (Line
          I.A - I.D):                                             $_____________

II.  Section 7.13(b) - Fixed Charge Coverage Ratio.

     A.   Consolidated EBITDA for four consecutive fiscal quarters
          ending on above date ("Subject Period"):

          1.   Consolidated Net Income for Subject Period:        $_____________

          2.   Consolidated Cash Interest Charges for Subject
               Period:                                            $_____________

          3.   Provision for income taxes for Subject Period:     $_____________

          4.   Depreciation expenses for Subject Period:          $_____________

          5.   Amortization expenses for Subject Period:          $_____________

          6.   Foreign exchange losses for Subject Period:        $_____________

          7.   Other extraordinary expenses reducing Consolidated
               Net Income which do not represent cash items:      $_____________

                                        1

<PAGE>

          8.   Cash expenses for integration, impairment and
               losses on abandoned property in an amount not
               to exceed $4,600,000 for the period ending March,
               2002 only:                                         $_____________

          9.   Foreign exchange gains for Subject Period:         $_____________

          10.  Other extraordinary non-cash items increasing
               Consolidated Net Income for Subject Period:        $_____________

          11.  Consolidated EBITDA (Lines II.A.1 + 2 + 3 + 4 +
               5 + 6 + 7 +8 -9-10):                               $_____________

     B.   Consolidated Capital Expenditures:                      $_____________

     C.   Consolidated Cash Interest Charges for Subject Period:  $_____________

     D.   Consolidated Debt Service for Subject Period:           $_____________

     E.   Fixed Charge Coverage Ratio ((Line II.A.11 - Line II.B)
          / (Line II.C + II.D)):                                  _________ to 1

          Minimum required:

                                                   Minimum Fixed Charge Coverage
                 Fiscal Quarters Ending                       Ratio
          ----------------------------------------------------------------------
          June 30, 2002                                     1.25 to 1

          September 30, 2002 and each fiscal                1.50 to 1
          quarter thereafter

III. Section 7.13(c) - Leverage Ratio.

     A.   Consolidated EBITDA for Subject Period (Line II.A.11
          above):                                                 $_____________

     B.   Consolidated Funded Indebtedness at Statement Date
          (less the lesser of (a) the amount by which the sum
          of (i) Cash plus (ii) Cash Equivalents exceeds
          $10,000,000 as of the Statement Date or (b)
          $75,000,000):                                           $_____________

     C.   Leverage Ratio (Line III.B / Line III.A):               _________ to 1

                                        2

<PAGE>

          Maximum permitted:

                                                                 Maximum
                   Fiscal Quarters Ending                     Leverage Ratio
          ----------------------------------------------------------------------

          June 30, 2002 and September 30, 2003                  3.25 to 1

          December 31, 2003 and each fiscal                     3.00 to 1
          quarter thereafter

                                        3

<PAGE>

                                                                       EXHIBIT I

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Assignment and Assumption Agreement (this "Assignment") is dated as of
the Effective Date set forth below and is entered into by and between
_________________ [Insert name of Assignor] (the "Assignor") and
_________________ [Insert name of Assignee] (the "Assignee"). Capitalized terms
used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (the "Credit Agreement"), receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities, Letters of Credit and
Swing Line Loans) (the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment,
without representation or warranty by the Assignor.

     1.   Assignor:    __________________________________

     2.   Assignee:    __________________________________ [and is an
                       Affiliate/Approved Fund]

     3.   Borrower(s): Getty Images, Inc., a Delaware corporation

     4.   Administrative Agent: Bank of America, N.A., as the administrative
                                agent under the Credit Agreement

     5.   Credit Agreement:     The Credit Agreement, dated as of July 19, 2002,
                                among Getty Images, Inc., the Lenders parties
                                thereto, and Bank of America, N.A., as
                                Administrative Agent, L/C Issuer and Swing Line
                                Lender

                                        1

<PAGE>

     6.   Assigned Interest:

<TABLE>
<CAPTION>
                             Aggregate Amount of      Amount of          Percentage
                               Commitment/Loans    Commitment/Loans      Assigned of
          Facility Assigned     for all Lenders       Assigned         Commitment/Loans
          ------------------------------------------------------------------------------
          <S>                <C>                 <C>                  <C>
          _________________  $                   $ _________________  _________________%
          _________________  $ _________________ $ _________________  _________________%
          _________________  $ _________________ $ _________________  _________________%
</TABLE>

     Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

     The terms set forth in this Assignment are hereby agreed to:

                                           ASSIGNOR

                                           [NAME OF ASSIGNOR]


                                           By:__________________________________
                                              Title:

                                           ASSIGNEE

                                           [NAME OF ASSIGNEE]


                                           By:__________________________________
                                              Title:

[Consented to and] Accepted:

BANK OF AMERICA, N.A., as
Administrative Agent

By:________________________________
   Title:

[Consented to:]

GETTY IMAGES, INC.



By:________________________________
   Title:

                                        2

<PAGE>

                                 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

            Credit Agreement, dated as of July 19, 2002, among Getty
        Images, Inc., the Lenders parties thereto, and Bank of America,
          N.A., as Administrative Agent, Security Trustee, L/C Issuer
                             and Swing Line Lender

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

                            AND ASSUMPTION AGREEMENT

          1.   Representations and Warranties.

          1.1. Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with any
Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document delivered pursuant thereto, other than this Assignment
(herein collectively the "Credit Documents"), or any collateral thereunder,
(iii) the financial condition of the Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Credit Document or
(iv) the performance or observance by the Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Credit Document.

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision, and (v)
if it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.

          1.3  Assignee's Address for Notices, Etc. Attached hereto as Schedule
1 is all contact information, address, account and other administrative
information relating to the Assignee.

                                       1

<PAGE>

     2.  Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned interest (including payments
of principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to or on or after the Effective Date. The Assignor
and the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

     3.  General Provisions. This Assignment shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
This Assignment may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment. This Assignment shall be
governed by, and construed in accordance with, the law of the State of
Washington.

                                       2

<PAGE>

                        SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
    numbers, electronic mail addresses and account and payment information)

                                        1

<PAGE>

                                                                       EXHIBIT J

                           FORM OF OPINION OF COUNSEL



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                                       1

Source: OneCLE Business Contracts.