HEIDRICK & STRUGGLES INTERNATIONAL INC
CREDIT AGREEMENT AMONG HEIDRICK & STRUGGLES AND JP MORGAN CHASE BANK
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>4
<FILENAME>dex1001.txt
<DESCRIPTION>CREDIT AGREEMENT AMONG HEIDRICK & STRUGGLES AND JP MORGAN CHASE BANK
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.01

                                                                  EXECUTION COPY
================================================================================

                               [LOGO OF JPMORGAN]

                                CREDIT AGREEMENT

                                   dated as of

                                December 28, 2001

                                      among

                    HEIDRICK & STRUGGLES INTERNATIONAL, INC.

                            The Lenders Party Hereto

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                   ----------

                              JPMORGAN CHASE BANK,
                                   as Arranger

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

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                    ARTICLE I
                                   Definitions

SECTION 1.01.       Defined Terms............................................. 1
SECTION 1.02.       Classification of Loans and Borrowings....................20
SECTION 1.03.       Terms Generally...........................................20
SECTION 1.04.       Accounting Terms; GAAP....................................21

                                   ARTICLE II
                                   The Credits

SECTION 2.01.       Commitments...............................................21
SECTION 2.02.       Loans and Borrowings......................................21
SECTION 2.03.       Requests for Revolving Borrowings.........................22
SECTION 2.04.       Determination of Dollar Amounts; Required Payments........23
SECTION 2.05.       Reserved..................................................23
SECTION 2.06.       Letters of Credit.........................................23
SECTION 2.07.       Funding of Borrowings.....................................27
SECTION 2.08.       Interest Elections........................................28
SECTION 2.09.       Termination and Reduction of Commitments..................29
SECTION 2.10.       Repayment of Loans; Evidence of Debt......................30
SECTION 2.1l.       Prepayment of Loans.......................................31
SECTION 2.12.       Fees......................................................31
SECTION 2.13.       Interest..................................................32
SECTION 2.14.       Alternate Rate of Interest................................33
SECTION 2.15.       Increased Costs...........................................34
SECTION 2.16.       Break Funding Payments....................................35
SECTION 2.17.       Taxes.....................................................36
SECTION 2.18.       Payments Generally; Pro Rata Treatment; Sharing of
                     Set-offs.................................................37
SECTION 2.19.       Mitigation Obligations; Replacement of Lenders............39
SECTION 2.20.       Changes in Capital Adequacy Regulations...................40
SECTION 2.21.       Market Disruption.........................................40
SECTION 2.22.       Judgment Currency.........................................41

                                   ARTICLE III
                         Representations and Warranties

SECTION 3.01.       Organization; Powers; Subsidiaries........................41
SECTION 3.02.       Authorization; Enforceability.............................42
SECTION 3.03.       Governmental Approvals; No Conflicts......................42
SECTION 3.04.       Financial Condition; No Material Adverse Change...........42
SECTION 3.05.       Properties................................................43

<PAGE>

SECTION 3.06.       Litigation, Labor Matters and Environmental Matters.......43
SECTION 3.07.       Compliance with Laws and Agreements; No Burdensome
                    Restrictions..............................................44
SECTION 3.08.       Investment and Holding Company Status.....................44
SECTION 3.09.       Taxes.....................................................44
SECTION 3.10.       ERISA.....................................................44
SECTION 3.1l.       Disclosure................................................44
SECTION 3.12.       No Default................................................45
SECTION 3.13.       Liens.....................................................45
SECTION 3.14.       Contingent Obligations....................................45
SECTION 3.15.       Regulation U..............................................45

                                   ARTICLE IV
                                   Conditions

SECTION 4.01.       Effective Date............................................45
SECTION 4.02.       Each Credit Event.........................................46

                                    ARTICLE V
                              Affirmative Covenants

SECTION 5.01.       Financial Statements and Other Information................47
SECTION 5.02.       Notices of Material Events................................48
SECTION 5.03.       Existence; Conduct of Business............................48
SECTION 5.04.       Payment of Obligations....................................49
SECTION 5.05.       Maintenance of Properties; Insurance......................49
SECTION 5.06.       Books and Records; Inspection Rights......................49
SECTION 5.07.       Compliance with Laws......................................49
SECTION 5.08.       Use of Proceeds and Letters of Credit.....................49
SECTION 5.09.       Additional Subsidiary Documentation.......................50
SECTION 5.10.       Pledge Agreements.........................................50

                                   ARTICLE VI
                               Negative Covenants

SECTION 6.01.       Indebtedness..............................................51
SECTION 6.02.       Liens.....................................................52
SECTION 6.03.       Fundamental Changes.......................................53
SECTION 6.04.       Investments, Loans, Advances, Guarantees and
                     Acquisitions.............................................54
SECTION 6.05.       Hedging Agreements........................................55
SECTION 6.06.       Restricted Payments.......................................55
SECTION 6.07.       Transactions with Affiliates..............................55
SECTION 6.08.       Restrictive Agreements....................................56
SECTION 6.09.       Changes in Fiscal Year....................................56
SECTION 6.10.       Capital Expenditures......................................56
SECTION 6.1l.       Subordinated Indebtedness.................................57

                                     - ii -

<PAGE>

SECTION 6.12.       Financial Covenants.......................................57

                                   ARTICLE VII
                                Events of Default

                                  ARTICLE VIII
                            The Administrative Agent

                                   ARTICLE IX
                                  Miscellaneous

SECTION 9.01.       Notices...................................................64
SECTION 9.02.       Waivers; Amendments.......................................65
SECTION 9.03.       Expenses; Indemnity; Damage Waiver........................66
SECTION 9.04.       Successors and Assigns....................................67
SECTION 9.05.       Survival..................................................70
SECTION 9.06.       Counterparts; Integration; Effectiveness..................70
SECTION 9.07.       Severability..............................................70
SECTION 9.08.       Right of Setoff...........................................70
SECTION 9.09.       Governing Law; Jurisdiction; Consent to Service of
                     Process..................................................71
SECTION 9.10.       WAIVER OF JURY TRIAL......................................71
SECTION 9.1l.       Headings..................................................71
SECTION 9.12.       Confidentiality...........................................72
SECTION 9.13.       Interest Rate Limitation..................................72

SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.02 -- Subsidiaries
Schedule 3.06 -- Disclosed Matters
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.08 -- Existing Restrictions

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Opinion of Borrower's Counsel
Exhibit C -- Form of Subsidiary Guaranty

                                     - iii -

<PAGE>

                CREDIT AGREEMENT dated as of December 28, 2001, among HEIDRICK &
STRUGGLES INTERNATIONAL, INC., the LENDERS party hereto, and JPMORGAN CHASE
BANK, as Administrative Agent.

                The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

                SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

                "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                "Acquisition Amount" means (i) $15,000,000 during such time when
the Fixed Charge Coverage Ratio, computed on a pro forma basis immediately
before and immediately after giving effect to the relevant Permitted
Acquisition, is equal to or greater than 1.25 to 1.00 and (ii) $10,000,000 at
all other times.

                "Adjusted LIBO Rate" means, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                "Administrative Agent" means JPMorgan Chase Bank, in its
capacity as administrative agent for the Lenders hereunder.

                "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                "Affiliate" means, with respect to a specified 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.

                "Agreed Currencies" means (i) Dollars, (ii) the Euro, and (iii)
any other Eligible Currency which the Borrower requests the Administrative Agent
to include as an Agreed Currency hereunder and which is acceptable to all of the
Lenders.

                "Alternate Base Rate" means, for any day, a rate per annum equal
to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD
Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to
a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

                                      - 1 -

<PAGE>

                "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

                "Applicable Rate" means, for any day, with respect to any ABR
Loan or Eurocurrency Revolving Loan, or with respect to the facility fees
payable hereunder, as the case may be, the applicable rate per annum set forth
below under the caption "ABR Spread", "Eurocurrency Spread" or "Facility Fee
Rate", as the case may be, based upon the Fixed Charge Coverage Ratio as
reflected in the then most recently delivered Financials:

   Fixed Charge Coverage         ABR       Eurocurrency     Facility Fee
           Ratio:               Spread        Spread            Rate
-----------------------------------------------------------------------------
        Category 1:             0.125%        1.125%           0.375%
   Less than 1.75:1.00
-----------------------------------------------------------------------------
        Category 2:                 0%        1.000%            0.25%
Greater than or equal to
    1,75:1.00 but less
      than 2.5:1.00
-----------------------------------------------------------------------------
        Category 3:                 0%         0.80%            0.20%
Greater than or equal to
        2:50:1.00
-----------------------------------------------------------------------------

                For purposes of the foregoing,

                (i)     if the Borrower fails to deliver the Financials to the
        Administrative Agent at the time required pursuant to Section 5.01, then
        the Fixed Charge Coverage Ratio shall be deemed to be Category 1 above
        until five Business Days after such Financials are so received;

                (ii)    adjustments, if any, to the Applicable Rate shall be
        effective five Business Days after the Administrative Agent has received
        the applicable Financials (it being understood and agreed that each
        change in the Applicable Rate shall apply during the period commencing
        on the effective date of such change and ending on the date immediately
        preceding the effective date of the next such change);

                (iii)   notwithstanding the foregoing, during the period
        commencing on the date hereof and ending on the date the Borrower has
        delivered to the Administrative Agent the Financials for the Borrower's
        fiscal quarter ending June 30, 2002, the Fixed Charge Coverage Ratio
        shall be deemed to be Category 1 above; and

                (iv)    each determination of the Applicable Rate made by the
        Administrative Agent in accordance with the foregoing shall be
        conclusive and binding on the Borrower and each Lender if reasonably
        determined.

                "Approximate Equivalent Amount" of any currency with respect to
any amount of Dollars shall mean the Equivalent Amount of such currency with
respect to such amount of

                                      - 2 -

<PAGE>

Dollars on or as of such date, rounded up to the nearest amount of such currency
as determined by the Administrative Agent from time to time.

                "Assessment Rate" means, for any day, the annual assessment rate
in effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in the relevant currency
at the offices of such member in the United States; provided that if, as a
result of any change in any law, rule or regulation, it is no longer possible to
determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

                "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

                "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

                "Base CD Rate" means the sum of (a) the Three-Month Secondary CD
Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

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

                "Borrower" means Heidrick & Struggles International, Inc., a
Delaware corporation.

                "Borrowing" means Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurocurrency Loans,
in the same Agreed Currency and as to which a single Interest Period is in
effect.

                "Borrowing Request" means a request by the Borrower for a
Revolving Borrowing in accordance with Section 2.03.

                "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also include any day on which
banks are not open for dealings in Dollars and other Agreed Currencies in the
London interbank market (and, if the Borrowings or LC Disbursements which are
the subject of a borrowing, drawing, payment, reimbursement or rate selection
are denominated in Euro, a day upon which such clearing system as is determined
by the Administrative Agent to be suitable for clearing or settlement of Euro is
open for business).

                                      - 3 -

<PAGE>

                "Capital Expenditures" means, without duplication, any
expenditures for any purchase or other acquisition of any asset which would be
classified as a fixed or capital asset on a consolidated balance sheet of the
Borrower and its Subsidiaries prepared in accordance with GAAP.

                "Capital Lease Obligations" of any Person means the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) 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.

                "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of shares representing more than 20% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Borrower, (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither (i) nominated by the board
of directors of the Borrower nor (ii) appointed by directors so nominated; or
(c) the acquisition of direct or indirect Control of the Borrower by any Person
or group.

                "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

                "Class", when used in reference to any Loan or Borrowing, refers
to such Loan, or the Loans comprising such Borrowing, as Revolving Loans.

                "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

                "Collateral" means all pledged Capital Stock in or upon which a
security interest or Lien is from time to time granted to the Administrative
Agent, for the benefit of the Holders of Secured Obligations, whether under the
Pledge Agreements, under any of the other Collateral Documents or under any of
the other Loan Documents.

                                      - 4 -

<PAGE>

                "Collateral Documents" means all agreements, instruments and
documents executed in connection with this Agreement, including, without
limitation, the Pledge Agreements and all other security agreements, loan
agreements, notes, guarantees, subordination agreements, pledges, powers of
attorney, consents, assignments, contracts, fee letters, notices, leases,
financing statements and all other written matter whether heretofore, now, or
hereafter executed by or on behalf of the Borrower or any of its Subsidiaries
and delivered to the Administrative Agent or any of the Lenders, together with
all agreements and documents referred to therein or contemplated thereby.

                "Commitment" means, with respect to each Lender, the commitment
of such Lender to make Revolving Loans and to acquire participations in Letters
of Credit hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Revolving Credit Exposure hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9,04. The initial amount of each Lender's Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders' Commitments is $ 50,000,000.

                "Computation Date" is defined in Section 2.04.

                "Consolidated Capital Expenditures" means, with reference to any
period, the Capital Expenditures of the Borrower and it Subsidiaries calculated
on a consolidated basis for such period.

                "Consolidated EBITDA" means Consolidated Operating Income plus,
(i) Consolidated Interest Income, (ii) depreciation, (iii) amortization and (iv)
the Designated Charges, all calculated for the Borrower and its Subsidiaries in
accordance with GAAP on a consolidated basis.

                "Consolidated Interest Expense" means, with reference to any
period, the interest expense (including without limitation interest expense
under Capital Lease Obligations that is treated as interest in accordance with
GAAP) of the Borrower and its Subsidiaries calculated on a consolidated basis
for such period.

                "Consolidated Interest Income" means, with reference to any
period, the interest income of the Borrower and its Subsidiaries calculated in
accordance with GAAP on a consolidated basis.

                "Consolidated Operating Expenses" means, with reference to any
period, expenses related to salaries, employee benefits and general and
administrative expenses, all calculated for the Borrower and its Subsidiaries on
a consolidated basis for such period and otherwise in accordance with GAAP.

                "Consolidated Operating Income" means, with reference to any
period, the gross revenues less Consolidated Operating Expenses, all calculated
for the Borrower and its Subsidiaries on a consolidated basis for such period
and as calculated in the manner disclosed by the Borrower in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2000..

                                      - 5 -

<PAGE>

                "Consolidated Tangible Net Worth" means at any time the
consolidated stockholders' equity of the Borrower and its Subsidiaries, less the
amount of goodwill and all other intangible assets under GAAP, in each case
calculated on a consolidated basis as of such time.

                "Consolidated Total Indebtedness" means at any time the
aggregate Indebtedness of the Borrower and its Subsidiaries calculated on a
consolidated basis as of such time.

                "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.

                "Country Risk Event" means:

                (i)     any law, action or failure to act by any Governmental
Authority in the Borrower's or Letter of Credit beneficiary's country which has
the effect of:

                        (a)     changing the obligations under the relevant
Letter of Credit, the Credit Agreement or any of the other Loan Documents as
originally agreed,

                        (b)     changing the ownership or control by the
Borrower or Letter of Credit beneficiary of its business, or

                        (c)     preventing or restricting the conversion into or
transfer of the applicable Agreed Currency;

                (ii)    force majeure; and

                (iii)   any similar event

which, in relation to (i), (ii) and (iii), directly or indirectly, prevents or
restricts the payment or transfer or any amounts owing under the relevant Letter
of Credit in the applicable Agreed Currency into an account designated by the
Administrative Agent or the Issuing Bank and freely available to the
Administrative Agent or the Issuing Bank.

                "Credit Event" means a Borrowing, a LC Disbursement or both.

                "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                "Designated Charges" means, to the extent deducted from gross
revenues in computing Consolidated Operating Income, the aggregate of (i)
nonrecurring compensation charges, (ii) nonrecurring general and administrative
charges, (iii) special charges, all calculated for the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP; provided that at
no time shall the aggregate amount of Designated Charges exceed $65,435,000 for
all fiscal periods on and after January 1, 2001.

                                      - 6 -

<PAGE>

                "Disclosed Matters" means the actions, suits and proceedings and
the environmental matters disclosed in Schedule 3.06.

                "Dollar Amount" of any currency at any date shall mean (i) the
amount of such currency if such currency is Dollars or (ii) the equivalent in
such currency of such amount of Dollars if such currency is any currency other
than Dollars, calculated on the basis of the arithmetical mean of the buy and
sell spot rates of exchange of the Administrative Agent for such currency on the
London market at 11:00 a.m., London time, on or as of the most recent
Computation Date provided for in Section 2.04.

                "Dollars" or "$" refers to lawful money of the United States of
America.

                "Domestic Subsidiary" means a Subsidiary organized under the
laws of a jurisdiction located in the United States of America.

                "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                "Eligible Currency" means any currency other than Dollars (i)
that is the lawful currency of a country located in Europe, (ii) that is readily
available, (iii) that is freely traded, (iv) in which deposits are customarily
offered to banks in the London interbank market, (v) which is convertible into
Dollars in the international interbank market and (vi) as to which an Equivalent
Amount may be readily calculated. If, after the designation by the Lenders of
any currency as an Agreed Currency, (x) currency control or other exchange
regulations are imposed in the country in which such currency is issued with the
result that different types of such currency are introduced, (y) such currency
is, in the commercially reasonable determination of the Administrative Agent, no
longer readily available or freely traded or (z) in the commercially reasonable
determination of the Administrative Agent, an Equivalent Amount of such currency
is not readily calculable, the Administrative Agent shall promptly notify the
Lenders and the Borrower, and such currency shall no longer be an Agreed
Currency until such time as all of the Lenders agree to reinstate such currency
as an Agreed Currency and promptly, but in any event within five (5) Business
Days of receipt of such notice from the Administrative Agent, the Borrower shall
repay all Loans and reimburse all LC Disbursements in such affected currency or
convert such Loans and LC Disbursements into Loans and LC Disbursements in
Dollars or another Agreed Currency, subject to the other terms set forth in
Article II.

                "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

                "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 Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or

                                      - 7 -

<PAGE>

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.

                "Equivalent Amount" of any currency with respect to any amount
of Dollars at any date shall mean the equivalent in such currency of such amount
of Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Administrative Agent for such other currency at
11:00 a.m., London time, on the date on or as of which such amount is to be
determined.

                "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

                "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

                "Euro" and/or "EUR" means the euro referred to in Council
Regulation (EC) No. 1103/97 dated June 17, 1997 passed by the Council of the
European Union, or, if different, the then lawful currency of the member states
of the European Union that participate in the third stage of Economic and
Monetary Union.

                "Euro Implementation Date" means January 1, 1999.

                "Eurocurrency", when used in reference to a currency means any
Agreed Currency and when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

                                      - 8 -

<PAGE>

                "Eurocurrency Payment Office" of the Administrative Agent shall
mean, for each of the Agreed Currencies, the office, branch, affiliate or
correspondent bank of the Administrative Agent for such currency as specified
from time to time by the Administrative Agent to the Borrower and each Lender.
On the date hereof, the Eurocurrency Payment Office for each Agreed Currency is
270 Park Avenue, New York, New York.

                "Event of Default" has the meaning assigned to such term in
Article VII.

                "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or or, account of any obligation of the Borrower hereunder, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States of America, or by the jurisdiction under the laws of which such recipient
is organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.19(b)), any withholding tax that (i) is in effect and
would apply to amounts payable under the Loan Documents to such Foreign Lender
at the time such Foreign Lender becomes a party to this Agreement (or designates
a new lending office), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.17(a) or (ii) is
attributable to such Foreign Lender's failure to comply with Section 2.17(e).

                "Existing Credit Agreement" means that certain Revolving Credit
Agreement dated as of December 14, 1998 between the Borrower, the lenders party
thereto and The Northern Trust Company as administrative agent.

                "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

                "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

                "Financials" means the annual or quarterly financial statements
of the Borrower required to be delivered pursuant to Section 5.01(a) or 5.01(b).

                "First Tier Foreign Subsidiary" means each Foreign Subsidiary
with respect to which any one or more of the Borrower and its Domestic
Subsidiaries directly owns or controls more than 50% of such Foreign
Subsidiary's Capital Stock.

                "Fixed Charge Coverage Ratio" is defined in Section 6.12.2.

                                      - 9 -

<PAGE>

                "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                "Foreign Pledge Event" means any time when (i) the consolidated
gross revenues for the most recent fiscal quarter of the Borrower for which
financial statements have been delivered pursuant to Section 5.01, or the
consolidated tangible assets as of the end of such fiscal quarter, of any
Unpledged Subsidiary exceed five percent (5%) of the Borrower's consolidated
gross revenues for such quarter or five percent (5%) of the Borrower's
consolidated tangible assets as of such date or (ii) the aggregate amount of the
consolidated gross revenues or consolidated tangible assets of Unpledged
Subsidiaries shall at any time exceed twenty-five percent (25%) of the
Borrower's consolidated gross revenues for any such fiscal quarter or
twenty-five percent (25%) of the Borrower's consolidated tangible assets as of
such time.

                "Foreign Subsidiary" means a Subsidiary of the Borrower which is
not a Domestic Subsidiary.

                "GAAP" means generally accepted accounting principles in the
United States of America.

                "German Subsidiary" means Heidrick & Struggles
Unternehmensberatung GmbH & Co. KG, a limited partnership organized under the
laws of German and a wholly-owned Subsidiary of the Borrower.

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

                "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

                                     - 10 -

<PAGE>

                "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.

                "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                "Holders of Secured Obligations" means the holders of the
Obligations from time to time and shall include (i) each Lender and the Issuing
Bank in respect of its Credit Events, (ii) the Administrative Agent and the
Lenders in respect of all other present and future obligations and liabilities
of the Borrower and each Subsidiary of every type and description arising under
or in connection with the Credit Agreement or any other Loan Document, (iii)
each Lender and affiliate of such Lender in respect of Hedging Agreements
entered into with such Person by the Borrower or any Subsidiary, (iv) each
indemnified party under Section 9.03 in respect of the obligations and
liabilities of the Borrower to such Person hereunder and under the other Loan
Documents, and (v) their respective successors, transferees and assigns.

                "Hostile Acquisition" means (x) the acquisition of the Capital
Stock of a Person through a tender offer or similar solicitation of the owners
of such Capital Stock which has not been approved (prior to such acquisition) by
resolutions of the Board of Directors of such Person or by similar action if
such Person is not a corporation and (y) any such acquisition as to which such
approval has been withdrawn.

                "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

                "Indemnified Taxes" means Taxes other than Excluded Taxes.

                                     - 11 -

<PAGE>

                "Information Memorandum" means the Confidential Information
Memorandum dated November 26, 2001 relating to the Borrower and the
Transactions.

                "Initial Subsidiary Guarantor" means Heidrick & Struggles, Inc.,
a Delaware corporation and a Subsidiary.

                "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.08.

                "Interest Payment Date" means (a) with respect to any ABR Loan,
the last day of each March, June, September and December and (b) with respect to
any Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period.

                "Interest Period" means with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months (or, with the consent of each Lender, nine or twelve months)
thereafter, as the Borrower may elect, provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, in the case of
a Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

                "Issuing Bank" means JPMorgan Chase Bank, in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

                "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn Dollar Amount of all outstanding Letters of Credit at such time plus (b)
the aggregate Dollar Amount of all LC Disbursements that have not yet been
reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any
Lender at any time shall be its Applicable Percentage of the total LC Exposure
at such time.

                "LeadersOnline" means LeadersOnline, Inc., a Delaware
corporation and a Subsidiary.

                                     - 12 -

<PAGE>

                "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

                "Lender Affiliate" means, (a) with respect to any Lender, (i) an
Affiliate of such Lender or (i) any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender that is a fund which
invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and is managed by the
same investment advisor as such Lender or by an Affiliate of such investment
advisor.

                "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

                "LIBO Rate" means, with respect to any Eurocurrency Borrowing
for any Interest Period, the rate appearing on the appropriate page of the
Telerate Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to deposits in the relevant
Agreed Currency in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for deposits in the relevant Agreed Currency with a maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason, then the "LIBO Rate" with respect to such
Eurocurrency Borrowing for such Interest Period shall be the rate at which
deposits in the relevant Agreed Currency of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of
the Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

                "Lien" means, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                "Loan Documents" mean this Agreement, any promissory notes
executed and delivered pursuant to Section 2.10(e), the Subsidiary Guaranty, the
Collateral Documents and any and all other instruments and documents executed
and delivered in connection with any of the foregoing.

                "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

                "Material Adverse Change" means any event, development or
circumstance that has or could reasonably be expected to have a Material Adverse
Effect.

                                     - 13 -

<PAGE>

                "Material Adverse Effect" means a material adverse effect on (a)
the business, assets, property, operations, prospects or condition, financial or
otherwise, of the Borrower and the Subsidiaries taken as a whole, (b) the
ability of the Borrower to perform any of its obligations under this Agreement
or (c) the validity or enforceability of any of the Loan Documents or the rights
of or benefits available to the Administrative Agent and the Lenders under this
Agreement and the other Loan Documents.

                "Material Indebtedness" means Indebtedness (other than the Loans
and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and its Subsidiaries in an
aggregate principal amount exceeding $2,500,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

                "Maturity Date" means December 28, 2004.

                "Moody's" means Moody's Investors Service, Inc.

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

                "National Currency Unit" means the unit of currency (other than
a Euro unit) of each member state of the European Union that participates in the
third stage of Economic and Monetary Union.

                "Net Cash Proceeds" means cash and cash equivalent proceeds
received by or for a Person's account with respect to any offering of equity
securities of such Person, net of reasonable legal fees, underwriting discounts
or commissions, and other reasonable and customary fees and expenses incurred as
a direct result thereof.

                "New Money Credit Event" means with respect to the Issuing Bank,
any increase (directly or indirectly) in the Issuing Bank's exposure (whether by
way of additional credit or banking facilities or otherwise, including as part
of a restructuring) to the Borrower, any Governmental Authority in the
Borrower's or any applicable Letter of Credit beneficiary's country occurring
by reason of (i) any law, action or requirement of any Governmental Authority in
the Borrower's or such Letter of Credit beneficiary's country, or (ii) any
request in respect of external indebtedness of borrowers in the Borrower's or
such Letter of Credit beneficiary's country applicable to banks generally which
conduct business with such borrowers, or (iii) any agreement in relation to
clause (i) or (ii), in each case to the extent calculated by reference to the
aggregate Revolving Credit Exposures outstanding prior to such increase.

                "Obligations" means all Loans, LC Disbursements, advances,
debts, liabilities, obligations, covenants and duties owing by the Borrower or
any Subsidiary Guarantor to the Administrative Agent, any Lender, the Issuing
Bank, any Affiliate of the Agent or any Lender, the Issuing Bank, or any
indemnified Person hereunder, of any kind or nature, present or future, arising
under this Agreement, the Subsidiary Guaranty, any Collateral Document or any
other Loan Document, whether or not evidenced by any note, guaranty or other
instrument, whether or

                                     - 14 -

<PAGE>

not for the payment of money, whether arising by reason of an extension of
credit, loan, guaranty, indemnification, or in any other manner, whether direct
or indirect (including those acquired by assignment), absolute or contingent,
due or to become due, now existing or hereafter arising and however acquired.
The term includes, without limitation, all interest, charges, expenses, fees,
attorneys' fees and disbursements, paralegals' fees (in each case whether or not
allowed), and any other sum chargeable to the Borrower or any Subsidiary
Guarantor under this Agreement or any other Loan Document.

                "Operating Lease" of a Person means any lease of property (other
than a capital lease under GAAP) by such Person as lessee which has an original
term (including any required renewals and any renewals effective at the option
of the lessor) of one year or more.

                "Operating Lease Obligations" means, as at any date of
determination, the amount obtained by aggregating the present values, determined
in the case of each particular Operating Lease by applying a discount rate
(which discount rate shall equal the discount rate which would be applied under
GAAP if such Operating Lease were a capital lease under GAAP) from the date on
which each fixed lease payment is due under such Operating Lease to such date of
determination, of all fixed lease payments due under all Operating Leases of the
Borrower and its Subsidiaries.

                "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

                "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                "Permitted Acquisition" means any acquisition (whether by
purchase, merger, consolidation or otherwise but excluding in any event a
Hostile Acquisition) by the Borrower or any Subsidiary of all or substantially
all the assets of, or all the Capital Stock in, a Person or division or line of
business of a Person if, at the time of and immediately after giving effect
thereto, (a) no Default has occurred and is continuing or would result
therefrom, (b) the principal business of such Person shall be reasonably related
to a business in which the Borrower and the Subsidiaries were engaged on the
Effective Date, (c) each Subsidiary formed for the purpose of or resulting from
such acquisition shall, to the extent required by the definition of Subsidiary
Guarantor (in the case of a Domestic Subsidiary) or by the definition of Foreign
Pledge Event (in the case of a Foreign Subsidiary) be a Subsidiary Loan Party
and all of the Capital Stock of such Subsidiary Loan Party shall be owned
directly by the Borrower or, to the extent so required by such definitions, a
Subsidiary Loan Party, and all actions required to be taken with respect to such
acquired or newly formed Subsidiary under Sections 5.9 and 5.10 shall have been
taken, (d) the Borrower and the Subsidiaries are in compliance, on a pro forma
basis after giving effect to such acquisition (without giving effect to any cost
savings other than those actually realized as of the date of such acquisition or
otherwise approved in writing by the Administrative Agent), with the covenants
contained in Section 6.12 recomputed as of the last day of the most recently
ended fiscal quarter of the Borrower for which financial statements are
available, as if such acquisition (and any related incurrence or repayment of
Indebtedness, with any new Indebtedness being

                                     - 15 -

<PAGE>

deemed to be amortized over the applicable testing period in accordance with its
terms) had occurred on the first day or each relevant period for testing such
compliance and (e) the Borrower has delivered to the Administrative Agent an
officers' certificate to the effect set forth in clauses (a), (b), (c) and (d)
above, together with all relevant financial information for the Person or assets
to be acquired and reasonably detailed calculations demonstrating satisfaction
of the requirement set forth in clause (d) above.

                "Permitted Encumbrances" means:

                (a)     Liens imposed by law for taxes that are not yet due or
are being contested in compliance with Section 5.04;

                (b)     carriers', warehousemen's, mechanics', materialmen's,
repairmen's and other like Liens imposed by law, arising in the ordinary course
of business and securing obligations that are not overdue by more than 45 days
or are being contested in compliance with Section 5.04;

                (c)     pledges and deposits made in the ordinary course of
business in compliance with workers' compensation, unemployment insurance and
other social security laws or regulations;

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

                (e)     judgment liens in respect of judgments that do not
constitute an Event of Default under clause (k) of Article VII; and

                (f)     easements, zoning restrictions, rights-of-way and
similar encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and do not
materially detract from the value of the affected property or interfere with the
ordinary conduct of business of the Borrower or any Subsidiary; provided that
the term "Permitted Encumbrances" shall not include any Lien securing
Indebtedness other than the Liens permitted under Section 6.02.

                "Permitted Investments" means:

                (a)     direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States of America), in each case
maturing within one year from the date of acquisition thereof;

                (b)     investments in commercial paper maturing within 270 days
from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody's;

                (c)     investments in certificates of deposit, banker's
acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed

                                     - 16 -

<PAGE>

with, and money market deposit accounts issued or offered by, any office of any
commercial bank; provided that such investments shall not constitute Permitted
Investments if, by no later than 120 days from the date hereof, any such
commercial bank issuing or offering such deposit accounts has a combined capital
and surplus and undivided profits of less than $500,000,000;

                (d)     fully collateralized repurchase agreements with a term
of not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria described in
clause (c) above;

                (e)     securities issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof having maturities of not more than six months from the
date of acquisition thereof and, at the time of acquisition, having one of the
two highest credit ratings obtainable from S&P or from Moody's; and

                (f)     securities issued by any foreign government or any
political subdivision of any foreign government or any public instrumentality
thereof having maturities of not more than six months from the date of
acquisition thereof and, at the time of acquisition thereof and, at the time of
acquisition, having one of the two highest credit ratings obtainable from S&P or
from Moody's and

                (g)     investments in the funds that invest solely in one or
more types of securities described in clauses (a), (b), (c), (d), (e) and (f)
above.

                "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                "Pledge Agreements" means the pledge agreements, share
mortgages, charges and comparable instruments and documents from time to time
executed pursuant to the terms of Section 5.10 in favor of the Administrative
Agent for the benefit of the Holders of Secured Obligations as amended,
restated, supplemented or otherwise modified from time to time.

                "Pledged Subsidiary" means each Foreign Subsidiary a portion of
the Capital Stock of which has been pledged pursuant to a Pledge Agreement in
accordance with Section 5.10.

                "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                "Register" has the meaning set forth in Section 9.04.

                                     - 17 -

<PAGE>

                "Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors relating
to the extension of credit by banks for the purpose of purchasing or carrying
margin stocks applicable to member banks of the Federal Reserve System.

                "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                "Required Lenders" means, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing at least 66 2/3% of the sum
of the total Revolving Credit Exposures and unused Commitments at such time.

                "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock 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 shares of capital stock of
the Borrower or any option, warrant or other right to acquire any such shares of
capital stock of the Borrower.

                "Revolving Credit Exposure" means, with respect to any Lender at
any time, the sum of the outstanding principal Dollar Amount of such Lender's
Revolving Loans and its LC Exposure at such time.

                "Revolving Loan" means a Loan made pursuant to Section 2.03.

                "S&P" means Standard & Poor's.

                "Secured Obligations" means, collectively, (i) the Obligations
and (ii) all indebtedness, obligations and liabilities under Hedging Agreements
to any Lender or any Affiliate of a Lender.

                "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in the relevant currency of over $100,000 (or the Approximate
Equivalent Amount in the case of a currency other than Dollars) with maturities
approximately equal to three months and (b) with respect to the Adjusted LIBO
Rate, for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable

                                     - 18 -

<PAGE>

regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

                "Subordinated Indebtedness" of a Person means Indebtedness of a
Person the payment of which is subordinated to the payment of the Indebtedness
hereunder to the reasonable written satisfaction of the Required Lenders.

                "subsidiary" means, with respect to any Person (the "parent") at
any date, any corporation, limited liability company, partnership, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

                "Subsidiary" means any subsidiary of the Borrower.

                "Subsidiary Guarantor" means each Domestic Subsidiary (i) the
consolidated gross revenues of which for the most recent fiscal quarter of the
Borrower for which financial statements have been delivered pursuant to Section
5.01 were greater than five percent (5%) of the Borrower's consolidated gross
revenues for such fiscal quarter or (ii) the consolidated tangible assets of
which as of the end of such fiscal quarter were greater than five percent (5%)
of the Borrower's consolidated tangible assets as of such date; provided that,
if at any time the aggregate amount of the consolidated gross revenues or
consolidated tangible assets of all Domestic Subsidiaries that are not
Subsidiary Guarantors exceeds fifteen percent (15%) of the Borrower's
consolidated gross revenues for any such fiscal quarter or fifteen percent (15%)
of the Borrower's consolidated tangible assets as of the end of any such fiscal
quarter, the Borrower (or, in the event the Borrower has failed to do so within
ten days, the Administrative Agent) shall designate sufficient Domestic
Subsidiaries as "Subsidiary Guarantors" to eliminate such excess, and such
designated Domestic Subsidiaries shall for all purposes of this Agreement
constitute Subsidiary Guarantors. Notwithstanding the foregoing, and subject to
Section 5.09, LeadersOnline shall not be required to execute and deliver the
Subsidiary Guaranty if LeadersOnline is merged, by no later than 30 days from
the date hereof, with and into the Initial Subsidiary Guarantor. The Subsidiary
Guarantors on the Effective Date are identified in Schedule 3.02 hereto.

                "Subsidiary Guaranty" means that certain Guaranty (and any and
all supplements thereto) executed by each Subsidiary Guarantor, in substantially
the form of Exhibit C attached hereto, as amended, restated, supplemented or
otherwise modified from time to time.

                "Subsidiary Loan Party" means a Subsidiary Guarantor or a
Pledged Subsidiary.

                "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                                     - 19 -

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                "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                "Transactions" means the execution, delivery and performance by
the Borrower of this Agreement and by the Subsidiary Guarantors of the
Subsidiary Guaranty, the borrowing of Loans, the use of the proceeds thereof and
the issuance of Letters of Credit hereunder.

                "Type", when used in reference to any Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate.

                "Unpledged Subsidiary" means each Foreign Subsidiary which is
not a Pledged Subsidiary.

                "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                SECTION 1.02.   Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class
and Type (e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency
Revolving Borrowing").

                SECTION 1.03.   Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and

                                     - 20 -

<PAGE>

Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                SECTION 1.04.   Accounting Terms;GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

                SECTION 2.01.   Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to the Borrower in
Agreed Currencies from time to time during the Availability Period in an
aggregate principal amount that will not result in (a) such Lender's Revolving
Credit Exposure exceeding the Dollar Amount of such Lender's Commitment or (b)
the Dollar Amount of the sum of the total Revolving Credit Exposures exceeding
the total Commitments for all the Lenders. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.

                SECTION 2.02.   Loans and Borrowings.

                (a)     Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with
their respective Commitments. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

                (b)     Subject to Section 2.14, each Revolving Borrowing shall
be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may
request in accordance herewith. Each ABR Loan shall only be made in Dollars.
Each Lender at its option may make any Eurocurrency Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided that
any exercise of such option shall not affect the obligation of the Borrower to
repay such Loan in accordance with the terms of this Agreement.

                (c)     At the commencement of each Interest Period for any
Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral

                                     - 21 -

<PAGE>

multiple of $250,000 and not less than $1,000,000 (or the Approximate Equivalent
Amount of each such amount if such Borrowing is denominated in an Agreed
Currency other than Dollars). At the time that each ABR Revolving Borrowing is
made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $250,000 and not less than $1,000,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e).
Borrowings of more than one Type and Class may be outstanding at the same time;
provided that (i) there shall not at any time be more than a total of five
Eurocurrency Revolving Borrowings outstanding and (ii) the Borrower shall not be
required to make any greater payment under Section 2.17 to the applicable Lender
than such Lender would have been entitled to receive if such Lender had not
exercised such option.

                (d)     Notwithstanding any other provision of this Agreement,
the Borrower shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto
would end after the Maturity Date.

                SECTION 2.03.   Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurocurrency Borrowing, not later than
11:00 a.m., New York City time, three Business Days (in the case of a
Eurocurrency Borrowing denominated in Dollars) or four Business Days (in the
case of a Eurocurrency Borrowing denominated in an Agreed Currency other than
Dollars) before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that any such notice of an
ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

                (i)     the aggregate amount of the requested Borrowing;

                (ii)    the date of such Borrowing, which shall be a Business
        Day;

                (iii)   whether such Borrowing is to be an ABR Borrowing or a
        Eurocurrency Borrowing;

                (iv)    in the case of a Eurocurrency Borrowing, the Agreed
        Currency and initial Interest Period to be applicable thereto, which
        shall be a period contemplated by the definition of the term "Interest
        Period"; and

                (v)     the location and number of the Borrower's account to
        which funds are to be disbursed, which shall comply with the
        requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any

                                     - 22 -

<PAGE>

requested Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                SECTION 2.04.   Determination of Dollar Amounts; Required
Payments. The Administrative Agent will determine the Dollar Amount of:

                (a)     each Borrowing as of the date three Business Days prior
to the date of such Borrowing or, if applicable, date of conversion/continuation
of such Advance, and

                (b)     all outstanding Credit Events on and as of the last
Business Day of each quarter and on any other Business Day elected by the
Administrative Agent in its discretion or upon instruction by the Required
Lenders.

Each day upon or as of which the Administrative Agent determines Dollar Amounts
as described in the preceding clauses (a) and (b) is herein described as a
"Computation Date" with respect to each Credit Event for which a Dollar Amount
is determined on or as of such day. If at any time the Dollar Amount of the sum
of the aggregate principal amount of all outstanding Credit Events (calculated,
with respect to those Credit Events denominated in Agreed Currencies other than
Dollars, as of the most recent Computation Date with respect to each such Credit
Event) exceeds the total Commitments for all the Lenders, the Borrower shall
immediately repay Borrowings and cash collateralize LC Disbursements in an
aggregate principal amount sufficient to eliminate any such excess.

                SECTION 2.05.   Reserved.

                SECTION 2.06.   Letters of Credit.

                (a)     General. Subject to the terms and conditions set forth
herein, the Borrower may request the issuance of Letters of Credit denominated
in an Agreed Currency for its own account, in a form reasonably acceptable to
the Administrative Agent and the Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control; provided,
however, if the Issuing Bank is requested to issue Letters of Credit with
respect to a jurisdiction the Issuing Bank deems, in its sole discretion, may at
any time subject it to a New Money Credit Event, the Borrower shall, at the
request of the Issuing Bank, guaranty and indemnify the Issuing Bank against any
and all costs, liabilities and losses resulting from any New Money Credit Event
in a form and substance satisfactory to the Issuing Bank.

                (b)     Notice of Issuance, Amendment, Renewal, Extension;
Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing

                                     - 23 -

<PAGE>

Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
of this Section), the Dollar Amount of such Letter of Credit, the Agreed
Currency applicable thereto, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank's standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the Dollar Amount of the sum of the LC Exposure shall
not exceed $15,000,000 and (ii) the total Revolving Credit Exposures shall not
exceed the total Commitments.

                (c)     Expiration Date. Each Letter of Credit shall expire at
or prior to the close of business on the earlier of (i) the date one year after
the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii)
the date that is five Business Days prior to the Maturity Date.

                (d)     Participations. By the issuance of a Letter of Credit
(or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Bank or the Lenders, the
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
the Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Applicable Percentage of the aggregate Dollar Amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to
the Administrative Agent, for the account of the Issuing Bank, such Lender's
Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this
Section, or of any reimbursement payment required to be refunded to the Borrower
for any reason. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

                (e)     Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such

                                     - 24 -

<PAGE>

notice, if such notice is not received prior to such time on the day of receipt;
provided that the Borrower may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.03 or 2.05 that such payment be
financed with an ABR Revolving Borrowing in its Dollar Amount and, to the extent
so financed, the Borrower's obligation to make such payment shall be discharged
and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to
make such payment when due, the Administrative Agent shall notify each Lender of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof. Promptly
following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.07 with respect to Loans made by such
Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders
and the Issuing Bank as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

                (f)     Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of

                (i)     any lack of validity or enforceability of any Letter of
        Credit or this Agreement, or any term or provision therein,

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

                (iii)   payment by the Issuing Bank under a Letter of Credit
        against presentation of a draft or other document that does not comply
        with the terms of such Letter of Credit, or

                (iv)    any other event or circumstance whatsoever, whether or
        not similar to any of the foregoing, that might, but for the provisions
        of this Section, constitute a legal or equitable discharge of, or
        provide a right of setoff against, the Borrower's obligations hereunder.
        Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor
        any of their Related Parties, shall have any liability or responsibility
        by reason of or in connection with the issuance or transfer of any
        Letter of Credit or any payment or failure to make any payment
        thereunder (irrespective of any of the circumstances referred to in the
        preceding sentence), or any error, omission, interruption, loss or delay
        in transmission or delivery of any draft, notice or other communication
        under or relating to any Letter of Credit (including any document
        required to make a drawing thereunder), any error in

                                     - 25 -

<PAGE>

        interpretation of technical terms or any consequence arising from causes
        beyond the control of the Issuing Bank; provided that the foregoing
        shall not be construed to excuse the Issuing Bank from liability to the
        Borrower to the extent of any direct damages (as opposed to
        consequential damages, claims in respect of which are hereby waived by
        the Borrower to the extent permitted by applicable law) suffered by the
        Borrower that are caused by the Issuing Bank's failure to exercise care
        when determining whether drafts and other documents presented under a
        Letter of Credit comply with the terms thereof. The parties hereto
        expressly agree that, in the absence of gross negligence or willful
        misconduct on the part of the Issuing Bank (as finally determined by a
        court of competent jurisdiction), the Issuing Bank shall be deemed to
        have exercised care in each such determination. In furtherance of the
        foregoing and without limiting the generality thereof, the parties agree
        that, with respect to documents presented which appear on their face to
        be in substantial compliance with the terms of a Letter of Credit, the
        Issuing Bank may, in its sole discretion, either accept and make payment
        upon such documents without responsibility for further investigation,
        regardless of any notice or information to the contrary, or refuse to
        accept and make payment upon such documents if such documents are not in
        strict compliance with the terms of such Letter of Credit.

                (g)     Disbursement Procedures. The Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Bank shall
promptly notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether the Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure
to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

                (h)     Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans (or
in the case such LC Disbursement is denominated in an Agreed Currency other than
Dollars, at the rate determined in good faith by the Issuing Bank to represent
the Issuing Bank's cost of overnight or short-term funds in the applicable
Agreed Currency plus the then effective Applicable Rate with respect to
Eurocurrency Revolving Loans); provided that, if the Borrower fails to reimburse
such LC Disbursement when due pursuant to paragraph (e) of this Section, then
Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall
be for the account of the Issuing Bank, except that interest accrued on and
after the date of payment by any Lender pursuant to paragraph (e) of this
Section to reimburse the Issuing Bank shall be for the account of such Lender to
the extent of such payment.

                (i)     Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.12(b). From and after the effective date of
any such replacement, (i)

                                     - 26 -

<PAGE>

the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

                (j)     Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated, Lenders with LC Exposure representing at least
51% of the total LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or (i) of Article VII. Such deposit shall be
held by the Administrative Agent as collateral for the payment and performance
of the obligations of the Borrower under this Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Borrower's risk and
expense, such deposits shall not bear interest. Interest or profits, if any, on
such investments shall accumulate in such account. Moneys in such account shall
be applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC Exposure
representing at least 51% of the total LC Exposure), be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived.

                SECTION 2.07.   Funding of Borrowings.

                (a)     Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds (i) in the case of each Loan denominated in Dollars, by 12:00 noon, New
York City time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders and (ii) in the case
of each Loan denominated in an Agreed Currency other than Dollars, by 12:00
noon, local time, in the city of the Administrative Agent's Eurocurrency Payment
Office for such currency and at such Eurocurrency Payment Office for such
currency. If any Borrowing made (or to be made) on or after the Euro
Implementation Date would, but for the provisions of

                                     - 27 -

<PAGE>

this Section 2.07, be capable of being made in either the Euro or in a National
Currency Unit, such Borrowing shall be made in the Euro. The Administrative
Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Borrower maintained
with the Administrative Agent in New York City and designated by the Borrower in
the applicable Borrowing Request; provided that ABR Revolving Loans made to
finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)
shall be remitted by the Administrative Agent to the Issuing Bank.

                (b)     Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's share
of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with paragraph (a) of this
Section and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

                SECTION 2.08.   Interest Elections.

                (a)     Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurocurrency
Revolving Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a
Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.

                (b)     To make an election pursuant to this Section, the
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the Borrower.

                (c)     Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

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<PAGE>

                (i)     the Borrowing to which such Interest Election Request
        applies and, if different options are being elected with respect to
        different portions thereof, the portions thereof to be allocated to each
        resulting Borrowing (in which case the information to be specified
        pursuant to clauses (iii) and (iv) below shall be specified for each
        resulting Borrowing);

                (ii)    the effective date of the election made pursuant to such
        Interest Election Request, which shall be a Business Day;

                (iii)   whether the resulting Borrowing is to be an ABR
        Borrowing or a Eurocurrency Borrowing; and

                (iv)    if the resulting Borrowing is a Eurocurrency Borrowing,
        the Agreed Currency and Interest Period to be applicable thereto after
        giving effect to such election, which shall be a period contemplated by
        the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                (d)     Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                (e)     If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurocurrency Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period (i) in the case of
a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR
Borrowing and (ii) in the case of a Borrowing denominated in an Agreed Currency
other than Dollars, such Borrowing shall automatically continue as a
Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of
one month unless (x) such Eurocurrency Borrowing is or was repaid in accordance
with Section 2.7 or (y) the Borrower shall have given the Administrative Agent
an Interest Election Request requesting that, at the end of such Interest
Period, such Eurocurrency Borrowing continue as a Eurocurrency Borrowing for the
same or another Interest Period. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then,
so long as an Event of Default is continuing (i) no outstanding Revolving
Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii)
unless repaid, each Eurocurrency Revolving Borrowing shall be converted to an
ABR Borrowing at the end of the Interest Period applicable thereto.

                SECTION 2.09.   Termination and Reduction of Commitments.

                (a)     Unless previously terminated, the Commitments shall
terminate on the Maturity Date.

                (b)     The Borrower may at any time terminate, or from time to
time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is

                                     - 29 -

<PAGE>

an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce the Commitments if, after giving effect
to any concurrent prepayment of the Loans and reimbursement of LC Disbursements
in accordance with Section 2.11, the Dollar Amount of the sum of the Revolving
Credit Exposures would exceed the total Commitments.

                (c)     The Borrower shall notify the Administrative Agent of
any election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

                SECTION 2.10.   Repayment of Loans; Evidence of Debt.

                (a)     The Borrower hereby unconditionally promises to pay (i)
to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan on the Maturity Date.

                (b)     Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                (c)     The Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan made hereunder, the Class,
Agreed Currency and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to each Lender hereunder and (iii) the amount of
any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender's share thereof.

                (d)     The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

                (e)     Any Lender may request that Loans made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times

                                     - 30 -

<PAGE>

(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                SECTION 2.11.   Prepayment of Loans.

                (a)     The Borrower shall have the right at any time and from
time to time to prepay any Borrowing in whole or in part, subject to (i) prior
notice in accordance with paragraph (b) of this Section and (ii) the payment of
the funding compensation required by Section 2.16.

                (b)     The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment or (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid, provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.09, then such notice
of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.09. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same Type as provided in Section 2,02.
Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13.

                SECTION 2.12.   Fees.

                (a)     (i) The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a facility fee, which shall accrue at the
Applicable Rate on the daily amount of the Commitment of such Lender (whether
used or unused) during the period from and including the date hereof but
excluding the date on which such Commitment terminates; provided that, if such
Lender continues to have any Revolving Credit Exposure after its Commitment
terminates, then such facility fee shall continue to accrue on the daily amount
of such Lender's Revolving Credit Exposure from and including the date on which
its Commitment terminates to but excluding the date on which such Lender ceases
to have any Revolving Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; provided that any facility fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All facility fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

                        (ii) The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a utilization fee, which shall accrue at
the rate of 0.125% on the average daily

                                     - 31 -

<PAGE>

Revolving Credit Exposures for such Lender during the period from and including
the date when the total Revolving Credit Exposures for all the Lenders exceeds
50% of the total Commitments for all the Lenders to but excluding the date on
which such Lender's Commitment terminates; provided that, if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then such utilization fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Revolving Credit Exposure. Accrued utilization fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; provided that any utilization fee accruing
after the date on which the Commitments terminate shall be payable on demand.
All utilization fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

                (b)     The Borrower agrees to pay (i) to the Administrative
Agent for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurocurrency Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate of 0.125% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees and fronting fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                (c)     The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                (d)     All fees payable hereunder shall be paid on the dates
due, in immediately available funds, to the Administrative Agent (or to the
Issuing Bank, in the case of fees payable to it) for distribution, in the case
of facility fees and participation fees, to the Lenders. Fees paid shall not be
refundable under any circumstances.

                                     - 32 -

<PAGE>

                SECTION 2.13.   Interest.

                (a)     The Loans comprising each ABR Borrowing shall bear
interest at the Alternate Base Rate plus the Applicable Rate.

                (b)     The Loans comprising each Eurocurrency Borrowing shall
bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.

                (c)     Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.

                (d)     Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan and, in the case of
Revolving Loans, upon termination of the Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurocurrency Revolving Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.

                (e)     All interest hereunder shall be computed on the basis of
a year of 360 days, except that interest (i) computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year) and (ii) for Borrowings denominated in British Pounds Sterling shall be
computed on the basis of a year of 365 days, and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate
shall be determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

                SECTION 2.14.   Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:

                (a)     the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period; or

                (b)     the Administrative Agent is advised by the Required
Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent

                                     - 33 -

<PAGE>

notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Revolving Borrowing to, or continuation of any Revolving
Borrowing as, a Eurocurrency Borrowing shall be ineffective, (ii) if any
Borrowing Request requests a Eurocurrency Revolving Borrowing, such Borrowing
shall be made as an ABR Borrowing; provided that if the circumstances giving
rise to such notice affect only one Type of Borrowings, then the other Type of
Borrowings shall be permitted.

                SECTION 2.15.   Increased Costs.

                (a)     If any Change in Law shall:

                (i)     impose, modify or deem applicable any reserve, special
        deposit or similar requirement against assets of, deposits with or for
        the account of, or credit extended by, any Lender (except any such
        reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
        Bank; or

                (ii)    impose on any Lender or the Issuing Bank or the London
        interbank market any other condition affecting this Agreement or
        Eurocurrency Loans made by such Lender or any Letter of Credit or
        participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or of maintaining its
obligation to make any such Loan (including, without limitation, pursuant to any
conversion of any Borrowing denominated in an Agreed Currency other than Euro
into a Borrowing denominated in Euro) or to increase the cost to such Lender or
the Issuing Bank of participating in, issuing or maintaining any Letter of
Credit (including, without limitation, pursuant to any conversion of any
Borrowing denominated in an Agreed Currency other than Euro into a Borrowing
denominated in Euro) or to reduce the amount of any sum received or receivable
by such Lender or the Issuing Bank hereunder, whether of principal, interest or
otherwise (including, without limitation, pursuant to any conversion of any
Borrowing denominated in an Agreed Currency other than Euro into a Borrowing
denominated in Euro), then the Borrower will pay to such Lender or the Issuing
Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.

                (b)     If any Lender or the Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's
policies and the policies of such Lender's or the Issuing Bank's holding company
with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank or such Lender's
or the Issuing Bank's holding company for any such reduction suffered.

                                     - 34 -

<PAGE>

                (c)     A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

                (d)     Failure or delay on the part of any Lender or the
Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation; provided that the Borrower shall not be required to compensate a
Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender or the
Issuing Bank, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender's or the
Issuing Bank's intention to claim compensation therefor; provided further that,
if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.

                SECTION 2.16.   Break Funding Payments. In the event of

                (a)     the payment of any principal of any Eurocurrency Loan
other than on the last day of an Interest Period applicable thereto (including
as a result of an Event of Default),

                (b)     the conversion of any Eurocurrency Loan other than on
the last day of the Interest Period applicable thereto,

                (c)     the failure to borrow, convert, continue or prepay any
Revolving Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(b) and is
revoked in accordance therewith), or

                (d)     the assignment of any Eurocurrency Loan other than on
the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurocurrency Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of

                (i)     the amount of interest which would have accrued on the
        principal amount of such Loan had such event not occurred, at the
        Adjusted LIBO Rate that would have been applicable to such Loan, for the
        period from the date of such event to the last day of the then current
        Interest Period therefor (or, in the case of a failure to borrow,
        convert or continue, for the period that would have been the Interest
        Period for such Loan), over

                (ii)    the amount of interest which would accrue on such
        principal amount for such period at the interest rate which such Lender
        would bid were it to bid, at the commencement of such period, for
        deposits in the relevant currency of a comparable amount and period from
        other banks in the eurocurrency market. A certificate of any Lender
        setting forth any amount or amounts that such Lender is entitled to
        receive

                                     - 35 -

<PAGE>

        pursuant to this Section shall be delivered to the Borrower and shall be
        conclusive absent manifest error. The Borrower shall pay such Lender the
        amount shown as due on any such certificate within 10 days after receipt
        thereof.

                SECTION 2.17.   Taxes.

                (a)     Any and all payments by or on account of any obligation
of the Borrower hereunder shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then

                (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) the Administrative Agent,
        Lender or Issuing Bank (as the case may be) receives an amount equal to
        the sum it would have received had no such deductions been made,

                (ii)    the Borrower shall make such deductions and

                (iii)   the Borrower shall pay the full amount deducted to the
        relevant Governmental Authority in accordance with applicable law.

                (b)     In addition, the Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                (c)     The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.

                (d)     As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                (e)     Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable

                                     - 36 -

<PAGE>

law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.

                SECTION 2.18.   Payments Generally: Pro Rata Treatment: Sharing
of Set-offs.

                (a)     The Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00
noon, New York City time and (ii) in the case of payments denominated in an
Agreed Currency other than Dollars, 12:00 noon, local time, in the city of the
Administrative Agent's Eurocurrency Payment Office for such currency, in each
case on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made (i) in the same currency in which the applicable
Credit Event was made (or where such currency has been converted to the Euro, in
the Euro) and (ii) to the Administrative Agent at its offices at 270 Park
Avenue, New York, New York or, in the case of a Borrowing denominated in an
Agreed Currency other than Dollars, the Administrative Agent's Eurocurrency
Payment Office, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.15,
2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments denominated in the same
currency received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
Notwithstanding the foregoing provisions of this Section, if, after the making
of any Credit Event in any currency other than Dollars, currency control or
exchange regulations are imposed in the country which issues such currency with
the result that the type of currency in which the Credit Event was made (the
"Original Currency") no longer exists or the Borrower is not able to make
payment to the Administrative Agent for the account of the Lenders in such
Original Currency, then all payments to be made by the Borrower hereunder in
such currency shall instead be made when due in Dollars in an amount equal to
the Dollar Amount (as of the date of repayment) of such payment due, it being
the intention of the parties hereto that the Borrower takes all risks of the
imposition of any such currency control or exchange regulations. For purposes of
this Section 2.18(a), the commencement of the third stage of European Economic
and Monetary Union and the occurrence of the Euro Implementation Date shall not
constitute the imposition of currency control or exchange regulations.

                (b)     If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied

                (i)     first, towards payment 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

                                     - 37 -

<PAGE>

                (ii)    second, towards payment of principal and unreimbursed LC
        Disbursements then due hereunder, ratably among the parties entitled
        thereto in accordance with the amounts of principal and unreimbursed LC
        Disbursements then due to such parties.

                (c)     If any Lender shall, by exercising any right of set-off
or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements or
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in LC Disbursements; provided that

                (i)     if any such participations are purchased and all or any
        portion of the payment giving rise thereto is recovered, such
        participations shall be rescinded and the purchase price restored to the
        extent of such recovery, without interest, and

                (ii)    the provisions of this paragraph shall not be construed
        to apply to any payment made by the Borrower pursuant to and in
        accordance with the express terms of this Agreement or any payment
        obtained by a Lender as consideration for the assignment of or sale of a
        participation in any of its Loans or participations in LC Disbursements
        to any assignee or participant, other than to the Borrower or any
        Subsidiary or Affiliate thereof (as to which the provisions of this
        paragraph shall apply). The Borrower consents to the foregoing and
        agrees, to the extent it may effectively do so under applicable law,
        that any Lender acquiring a participation pursuant to the foregoing
        arrangements may exercise against the Borrower rights of set-off and
        counterclaim with respect to such participation as fully as if such
        Lender were a direct creditor of the Borrower in the amount of such
        participation.

                (d)     Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                                     - 38 -

<PAGE>

                (e)     If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b) or 2.18(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                SECTION 2.19.   Mitigation Obligations: Replacement of Lenders.

                (a)     If any Lender requests compensation under Section 2.15,
or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment

                (i)     would eliminate or reduce amounts payable pursuant to
        Section 2.15 or 2.17, as the case may be, in the future and

                (ii)    would not subject such Lender to any unreimbursed cost
        or expense and would not otherwise be disadvantageous to such Lender.
        The Borrower hereby agrees to pay all reasonable costs and expenses
        incurred by any Lender in connection with any such designation or
        assignment.

                (b)     If any Lender requests compensation under Section 2.15,
or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that

                (i)     the Borrower shall have received the prior written
        consent of the Administrative Agent (and, if a Commitment is being
        assigned, the Issuing Bank), which consent shall not unreasonably be
        withheld,

                (ii)    such Lender shall have received payment of an amount
        equal to the outstanding principal of its Loans and participations in LC
        Disbursements, accrued interest thereon, accrued fees and all other
        amounts payable to it hereunder, from the assignee (to the extent of
        such outstanding principal and accrued interest and fees) or the
        Borrower (in the case of all other amounts) and

                (iii)   in the case of any such assignment resulting from a
        claim for compensation under Section 2.15 or payments required to be
        made pursuant to Section 2.17, such assignment will result in a
        reduction in such compensation or payments. A Lender shall not be
        required to make any such assignment and delegation

                                     - 39 -

<PAGE>

        if, prior thereto, as a result of a waiver by such Lender or otherwise,
        the circumstances entitling the Borrower to require such assignment and
        delegation cease to apply.

                SECTION 2.20.   Changes in Capital Adequacy Regulations. If a
Lender determines the amount of capital required or expected to be maintained by
such Lender, any relevant office, branch, subsidiary or affiliate of such Lender
or any corporation controlling such Lender is increased as a result of a Change,
then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender determines is
attributable to this Agreement, its Loans or its Commitment to make Loans
hereunder (after taking into account such Lender's policies as to capital
adequacy). "Change" means (i) any change after the date of this Agreement in the
Risk-Based Capital Guidelines or (ii) any adoption of or change in any other
law, governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

                SECTION 2.21.   Market Disruption. Notwithstanding the
satisfaction of all conditions referred to in Article II and Article IV with
respect to any Credit Event to be effected in any Agreed Currency other than
Dollars, if (i) there shall occur on or prior to the date of such Credit Event
any change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which would in the
reasonable opinion of the Administrative Agent, the Issuing Bank (if such Credit
Event is a Letter of Credit) or the Required Lenders make it impracticable for
the Eurocurrency Borrowings or Letters of Credit comprising such Credit Event to
be denominated in the Agreed Currency specified by the Borrower, (ii) such
currency is no longer an Eligible Currency or (iii) an Equivalent Amount of such
currency is not readily calculable, then the Administrative Agent shall
forthwith give notice thereof to the Borrower, the Lenders and, if such Credit
Event is a Letter of Credit, the Issuing Bank, and such Credit Events shall not
be denominated in such Agreed Currency but shall, except as otherwise set forth
in Section 2.07, be made on the date of such Credit Event in Dollars, (a) if
such Credit Event is a Borrowing, in an aggregate principal amount equal to the
Dollar Amount of the aggregate principal amount specified in the related Credit
Event Request or Interest Election Request, as the case may be, as ABR Loans,
unless the Borrower notifies the Administrative Agent at least one Business Day
before such date that (i) it elects not to borrow on such date or (ii) it elects
to borrow on such date in a different Agreed Currency, as the case may be, in
which the denomination of such Loans would in the opinion of the Administrative
Agent and the Required Lenders be practicable and in an aggregate principal
amount equal to the Dollar Amount of the aggregate principal amount specified in
the related Credit Event Request or Interest Election Request, as the case may
be or (b) if such Credit Event is a Letter of Credit, in a face amount equal to
the Dollar Amount of the face amount specified in the related request

                                     - 40 -

<PAGE>

or application for such Letter of Credit, unless the Borrower notifies the
Administrative Agent at least one Business Day before such date that (i) it
elects not to request the issuance of such Letter of Credit on such date or (ii)
it elects to have such Letter of Credit issued on such date in a different
Agreed Currency, as the case may be, in which the denomination of such Letter of
Credit would in the opinion of the Issuing Bank, the Administrative Agent and
the Required Lenders be practicable and in face amount equal to the Dollar
Amount of the face amount specified in the related request or application for
such Letter of Credit, as the case may be.

                SECTION 2.22.   Judgment Currency. If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due from the
Borrower hereunder in the currency expressed to be payable herein (the
"specified currency") into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with such other
currency at the Administrative Agent's main New York City office on the Business
Day preceding that on which final, non-appealable judgment is given. The
obligations of the Borrower in respect of any sum due to any Lender or the
Administrative Agent hereunder shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the Administrative Agent (as
the case may be) of any sum adjudged to be so due in such other currency such
Lender or the Administrative Agent (as the case may be) may in accordance with
normal, reasonable banking procedures purchase the specified currency with such
other currency. If the amount of the specified currency so purchased is less
than the sum originally due to such Lender or the Administrative Agent, as the
case may be, in the specified currency, the Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the
Administrative Agent, as the case may be, against such loss, and if the amount
of the specified currency so purchased exceeds (a) the sum originally due to any
Lender or the Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender under
Section 2.18, such Lender or the Administrative Agent, as the case may be,
agrees to remit such excess to the Borrower.

                                   ARTICLE III

                         Representations and Warranties

            The Borrower represents and warrants to the Lenders that:

                SECTION 3.01.   Organization; Powers: Subsidiaries. Each of the
Borrower and its Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required. Schedule 3.02 hereto identifies each Subsidiary, the
jurisdiction of its incorporation or organization, as the case may be, the
percentage of issued and outstanding shares of each class of its capital stock
or other

                                     - 41 -

<PAGE>

equity interests owned by the Borrower and the other Subsidiaries and, if such
percentage is not 100% (excluding directors' qualifying shares as required by
law), a description of each class issued and outstanding. All of the outstanding
shares of capital stock and other equity interests of each Subsidiary are
validly issued and outstanding and fully paid and nonassessable and all such
shares and other equity interests indicated on Schedule 3.02 as owned by the
Borrower or another Subsidiary are owned, beneficially and of record, by the
Borrower or such Subsidiary free and clear of all Liens, other than Liens
created by the Collateral Documents. There are no outstanding commitments or
other obligations of any Subsidiary to issue, and no options, warrants or other
rights of any Person to acquire, any shares of any class of capital stock or
other equity interests of any Subsidiary.

                SECTION 3.02.   Authorization: Enforceability. The Transactions
are within the Borrower's corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action. This Agreement has
been duly executed and delivered by the Borrower and constitutes a legal, valid
and binding obligation of the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

                SECTION 3.03.   Governmental Approvals: No Conflicts. The
Transactions

                (a)     do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such
as have been obtained or made and are in full force and effect,

                (b)     will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority,

                (c)     will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Borrower or any of its
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Borrower or any of its Subsidiaries, and

                (d)     will not result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries.

                SECTION 3.04.   Financial Condition: No Material Adverse Change.

                (a)     The Borrower has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders equity and
cash flows

                (i)     as of and for the fiscal year ended December 31, 2000,
        reported on by Arthur Andersen LLP, independent public accountants, and
        (ii) as of and for the fiscal quarter and the portion of the fiscal year
        ended September 30, 2001, certified by its chief financial officer. Such
        financial statements present fairly, in all material respects, the
        financial position and results of operations and cash flows of the
        Borrower and its consolidated Subsidiaries as of such dates and for such
        periods in accordance with

                                     - 42 -

<PAGE>

        GAAP, subject to yearend audit adjustments and the absence of footnotes
        in the case of the statements referred to in clause (ii) above.

                (b)     Since September 30, 2001, except as otherwise disclosed
by the Borrower in its Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission for the fiscal quarter ended September 30, 2001, there
has been no Material Adverse Change.

                SECTION 3.05.   Properties.

                (a)     Each of the Borrower and its Subsidiaries has good title
to, or valid leasehold interests in, all its real and personal property material
to its business, except for minor defects in title that do not interfere with
its ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

                (b)     Each of the Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, trade names, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                SECTION 3.06.   Litigation, Labor Matters and Environmental
Matters.

                (a)     There are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge of
the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve this Agreement or the
Transactions.

                (b)     There are no labor controversies pending against or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or
any of its Subsidiaries (i) which could reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect, or (ii) that involve
this Agreement or the Transactions.

                (c)     Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any of its Subsidiaries

                (i)     has failed to comply with any Environmental Law or to
        obtain, maintain or comply with any permit, license or other approval
        required under any Environmental Law,

                (ii)    has become subject to any Environmental Liability,

                (iii)   has received notice of any claim with respect to any
        Environmental Liability or

                (iv)    knows of any basis for any Environmental Liability.

                                     - 43 -

<PAGE>

                (d)     Since the date of this Agreement, there has been no
change in the status of the Disclosed Matters that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

                SECTION 3.07.   Compliance with Laws and Agreements; No
Burdensome Restrictions. Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. Neither the Borrower nor any Subsidiary is party or
subject to any law, regulation, rule or order, or any obligation under any
agreement or instrument, that has a Material Adverse Effect.

                SECTION 3.08.   Investment and Holding Company Status. Neither
the Borrower nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

                SECTION 3.09.   Taxes. Each of the Borrower and its Subsidiaries
has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except

                (a)     Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves or

                (b)     to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

                SECTION 3.10.   ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $2,500,000 the fair market value of the assets of such Plan,
and the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $2,500,000 the
fair market value of the assets of all such underfunded Plans.

                SECTION 3.11.   Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. Neither the Information Memorandum nor any of the
other reports, financial statements, certificates or other information furnished
by or on behalf of the Borrower to the Administrative Agent or any Lender in

                                     - 44 -

<PAGE>

connection with the negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished) contained, when
furnished, any untrue statement of a fact or omitted to state any material fact
necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not materially misleading; provided
that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time of such preparation.

                SECTION 3.12.   No Default. The Borrower is in full compliance
with the terms and conditions of this Agreement, and no Default has occurred and
in continuing.

                SECTION 3.13.   Liens. There are no Liens on any of the real or
personal properties of the Borrower or any Subsidiary except for Liens created
by the Collateral Documents and except as otherwise permitted by Section 6.02.

                SECTION 3.14.   Contingent Obligations. Other than any liability
incident to any litigation, arbitration or proceeding which could not reasonably
be expected to have a Material Adverse Effect, the Borrower has no material
contingent obligations not provided for or disclosed in the financial statements
referred to in Section 3.04.

                SECTION 3.15.   Regulation U. Margin stock (as defined in
Regulation U) constitutes less than 25% of the value of those assets of the
Borrower and its Subsidiaries which are subject to any limitation on sale,
pledge, or other restriction hereunder.

                                   ARTICLE IV

                                   Conditions

                SECTION 4.01.   Effective Date. The obligations of the Lenders
to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

                (a)     The Administrative Agent (or its counsel) shall have
received from (i) each party hereto either (A) a counterpart of this Agreement
signed on behalf of such party or (B) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement and (ii) each Subsidiary Guarantor either (A) a counterpart of
the Subsidiary Guaranty signed on behalf of such party or (B) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of the Subsidiary Guaranty) that such
party has signed a counterpart of the Subsidiary Guaranty.

                (b)     The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of the Chief Legal Officer for the Borrower and the
Subsidiary Guarantors, substantially in the form of Exhibit B, and covering such
other matters relating to the Borrower and the Subsidiary

                                     - 45 -

<PAGE>

Guarantors, this Agreement, the Subsidiary Guaranty or the Transactions as the
Required Lenders shall reasonably request.

                (c)     The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
the Borrower and the Subsidiary Guarantors, the authorization of the
Transactions and any other legal matters relating to the Borrower, the
Subsidiary Guarantors, this Agreement, the Subsidiary Guaranty or the
Transactions, all in form and substance satisfactory to the Administrative Agent
and its counsel.

                (d)     All governmental and third-party approvals necessary in
connection with the Transactions and the continuing operations of the Borrower
and its Subsidiaries shall have been obtained and continuing in full force and
effect.

                (e)     The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by the Chief Executive Officer
or a Financial Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs (a) and (b) of Section 4.02.

                (f)     The Administrative Agent shall have received all fees
and other amounts due and payable on or prior to the Effective Date, including,
(i) closing fees for the account of each Lender in an amount equal to 0.125% of
such Lender's Commitment and (ii) to the extent invoiced and presented to the
Borrower no less than three days prior to the Effective Date, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by the
Borrower hereunder.

                (g)     The Administrative Agent shall have received evidence
reasonably satisfactory to it that the Existing Credit Agreement has been
terminated and cancelled and all Indebtedness outstanding thereunder has been
fully repaid or will be fully repaid with the initial extension of credit
hereunder.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 4:00 p.m., New York City time, on the date hereof (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

                SECTION 4.02.   Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

                (a)     The representations and warranties of the Borrower set
forth in this Agreement shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.

                (b)     At the time of and immediately after giving effect to
such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing.

                                     - 46 -

<PAGE>

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

                                    ARTICLE V

                              Affirmative Covenants

                Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:

                SECTION 5.01.   Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                (a)     within 90 days after the end of each fiscal year of the
Borrower, its audited consolidated balance sheet and related statements of
operations, stockholders' equity and cash flows as of the end of and for such
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Arthur Andersen LLP or other
independent public accountants of recognized national standing (without a "going
concern" or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;

                (b)     within 45 days after the end of each of the first three
fiscal quarters of each fiscal year of the Borrower, its consolidated balance
sheet and related statements of operations, stockholders' equity and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

                (c)     as soon as available, but in any event within 90 days
after the beginning of each fiscal year of the Borrower, a certificate of a
Financial Officer of the Borrower accompanied by a reasonably detailed business
plan and forecast (including a projected consolidated balance sheet, income
statement and statement of cash flows) of the Borrower for such fiscal year;

                (d)     concurrently with any delivery of financial statements
under clause (a) or (b) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Sections 6.01(e), 6.01 (f), 6.01(h),
6.04, 6.06, 6,10,

                                     - 47 -

<PAGE>

6.11 and 6.13 and (iii) stating whether any change in GAAP or in the application
thereof has occurred since the date of the audited financial statements referred
to in Section 3.04 and, if any such change has occurred, specifying the effect
of such change on the financial statements accompanying such certificate;

        (e)     concurrently with any delivery of financial statements under
clause (a) above, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course
of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or
guidelines);

        (f)     promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Borrower to its shareholders generally, as the case may be; and

        (g)     promptly following any reasonable request therefor, such other
information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender may reasonably request.

        SECTION 5.02. Notices of Material Events. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

        (a)     the occurrence of any Default;

        (b)     the filing or commencement of any action, suit or proceeding by
or before any arbitrator or Governmental Authority against or affecting the
Borrower or any Affiliate thereof that could reasonably be expected to result in
a Material Adverse Effect;

        (c)     the occurrence of any ERIS A Event that, alone or together with
any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding $2,500,000, and

        (d)     any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                SECTION 5.03.   Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and business operations and the rights, licenses, permits, privileges
and franchises material to the conduct of the business of the

                                     - 48 -

<PAGE>

Borrower and its Subsidiaries taken as a whole; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 6.03.

                SECTION 5.04.   Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

                SECTION 5.05.   Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
all property material to the conduct of the business of the Borrower and its
Subsidiaries taken as a whole in good working order and condition, ordinary wear
and tear excepted, and (b) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are
customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations.

                SECTION 5.06.   Books and Records; Inspection Rights. The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and in such reasonable intervals as requested.

                SECTION 5.07.   Compliance with Laws. The Borrower will, and
will cause each of its Subsidiaries to, comply with all laws, rules, regulations
and orders (including, without limitation, Environmental Laws) of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

                SECTION 5.08.   Use of Proceeds and Letters of Credit. The
proceeds of the Loans will be used only for refinancing the Indebtedness under
the Existing Credit Agreement and for other general corporate purposes of the
Borrower and its Subsidiaries in the ordinary course of business. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X. Letters of Credit will be issued (i) to
support or provide security for tenant lease obligations, (ii) for general
corporate purposes of the Borrower and its Subsidiaries in the ordinary course
of business to the extent that the Dollar Amount of the sum of the LC Exposure
thereof does not exceed $1,000,000 and (iii) for such other general corporate
purposes of the Borrower and its Subsidiaries in the ordinary course of business
as are approved in writing by the Administrative Agent in its sole discretion.

                                     - 49 -

<PAGE>

                SECTION 5.09.   Additional Subsidiary Documentation. As promptly
as possible but in any event within (i) thirty (30) days after the date hereof,
the Borrower shall cause each of LeadersOnline (in the event LeadersOnline has
not by such time merged with and into the Initial Subsidiary Guarantor) and the
German Subsidiary to execute and deliver to the Administrative Agent, for the
benefit of the Holders of Secured Obligations, a supplement to the Subsidiary
Guaranty (in the case of LeadersOnline) or a guarantee agreement (in the case of
the German Subsidiary), accompanied by legal opinions, resolutions and such
other instruments and documents as are in form and substance acceptable to the
Administrative Agent (provided that, in the event the German Subsidiary is
treated as a corporation for U.S. federal income tax purposes, the German
Subsidiary shall be released from its obligations under such guarantee agreement
one Business Day prior to the German Subsidiary being so treated and the
Borrower hereby agrees that it shall, on the first Business Day the German
Subsidiary is so treated, (x) execute and deliver to the Administrative Agent a
Pledge Agreement with respect to the requisite Capital Stock of the German
Subsidiary in the manner contemplated by Section 5.10 and (y) deliver
accompanying stock certificates, stock powers, resolutions and legal opinions,
in each case in form and substance acceptable to the Administrative Agent) and
(ii) thirty (30) days after any Person becomes a Subsidiary, the Borrower shall
provide the Administrative Agent with written notice thereof setting forth
information in reasonable detail describing the material assets of such Person
and shall cause (a) each such Subsidiary which also qualifies a Subsidiary
Guarantor to deliver to the Administrative Agent a duly executed supplement to
the Subsidiary Guaranty pursuant to which such Subsidiary agrees to be bound by
the terms and provisions of the Subsidiary Guaranty, such supplement to be
accompanied by appropriate corporate resolutions and legal opinions in form and
substance reasonably satisfactory to the Administrative Agent and (b) such
Subsidiary to comply with Section 5.10.

                SECTION 5.10.   Pledge Agreements. The Borrower shall execute or
cause to be executed, by no later than thirty days after the Foreign Pledge
Event and, on and after the Foreign Pledge Event, by no later than thirty days
after any Subsidiary becomes a First Tier Foreign Subsidiary, a Pledge Agreement
in favor of the Administrative Agent for the benefit of the Holders of Secured
Obligations with respect to the lesser of (i) 100% (or 65% if a 100% pledge
would cause disadvantageous tax implications for the Borrower or any Domestic
Subsidiary under Section 956 of the Code) of all of the outstanding Capital
Stock of each First Tier Foreign Subsidiary and (ii) all the outstanding Capital
Stock of each First Tier Foreign Subsidiary then or thereafter owned by one or
more of the Borrower and its Domestic Subsidiaries; provided that no such pledge
of the Capital Stock of a First Tier Foreign Subsidiary shall be required
hereunder to the extent such pledge is prohibited by applicable law or the
Administrative Agent and its counsel reasonably determine that such pledge would
not provide material Collateral for the benefit of the Holders of Secured
Obligations pursuant to legally binding, valid and enforceable Pledge
Agreements. The Borrower further agrees to deliver to the Administrative Agent
all such Pledge Agreements and other Collateral Documents, together with
appropriate corporate resolutions and other documentation (including legal
opinions, the stock certificates representing the Capital Stock subject to such
pledge, stock powers with respect thereto executed in blank, and such other
documents as shall be reasonably requested to perfect the Lien of such pledge)
in each case in form and substance reasonably satisfactory to the Administrative
Agent, and in a manner that the Administrative Agent shall be reasonably
satisfied that it has a first priority perfected pledge of or charge over the
Collateral related thereto.

                                     - 50 -

<PAGE>

                                   ARTICLE VI

                               Negative Covenants

                Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

                SECTION 6.01.   Indebtedness. The Borrower will not, and will
not permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

                (a)     Indebtedness created hereunder and under the other Loan
Documents;

                (b)     Indebtedness existing on the date hereof and set forth
in Schedule 6.01 and extensions, renewals, refinancings and replacements of any
such Indebtedness that do not increase the outstanding principal amount thereof;

                (c)     Indebtedness of the Borrower to any Subsidiary and of
any Subsidiary to the Borrower or any other Subsidiary;

                (d)     Guarantees by the Borrower of Indebtedness of any
Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other
Subsidiary;

                (e)     Indebtedness of the Borrower or any Subsidiary incurred
to finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any
such assets prior to the acquisition thereof, and extensions, renewals,
refinancings and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof; provided that (i) such Indebtedness is
incurred prior to or within 180 days after such acquisition or the completion of
such construction or improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this clause (e) shall not exceed $2,500,000 at any
time outstanding;

                (f)     Indebtedness of any Person that becomes a Subsidiary, or
merges into the Borrower or a Subsidiary after the date hereof; provided that
(i) such Indebtedness exists at the time such Person becomes a Subsidiary, or
merges into the Borrower or a Subsidiary and is not created in contemplation of
or in connection with such Person becoming a Subsidiary, or merging into the
Borrower or a Subsidiary and (ii) the aggregate principal amount of Indebtedness
permitted by this clause (f) shall not exceed $2,500,000 at any time
outstanding;

                (g)     Indebtedness of the Borrower or any Subsidiary as an
account party in respect of trade letters of credit;

                (h)     Indebtedness of the Borrower or any Subsidiary in
respect of workers' compensation claims, self-insurance obligations, performance
bonds, surety, appeal or similar bonds and completion guarantees provided by the
Borrower and the Subsidiaries in the ordinary course of business, provided that
upon the incurrence of Indebtedness with respect to

                                     - 51 -

<PAGE>

reimbursement type obligations regarding workers' compensation claims, such
obligations are reimbursed within 30 days following such drawing or incurrence;

                (i)     Guarantees in the ordinary course of business by the
Borrower or any Subsidiary of Indebtedness incurred by employees or prospective
employees; provided that the aggregate principal amount of such Guarantees
permitted by this clause (i) shall not exceed $2,500,000 at any one time
outstanding; and

                (j)     Other unsecured Indebtedness in an aggregate principal
amount not exceeding $10,000,000 at any time outstanding.

                SECTION 6.02.   Liens. The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

                (a)     Permitted Encumbrances;

                (b)     any Lien on any property or asset of the Borrower or any
Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided
that

                (i)     such Lien shall not apply to any other  property or
        asset of the Borrower or any Subsidiary and

                (ii)    such Lien shall secure only those obligations which it
        secures on the date hereof and extensions, renewals and replacements
        thereof that do not increase the outstanding principal amount thereof;

                (c)     any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary, or merges into the
Borrower or a Subsidiary after the date hereof prior to the time such Person
becomes a Subsidiary, or merges into the Borrower or a Subsidiary; provided that

                (i)     such Lien is not created in contemplation of or in
        connection with such acquisition or such Person becoming, or merging
        into, a Subsidiary, as the case may be,

                (ii)    such Lien shall not apply to any other property or
        assets of the Borrower or any Subsidiary and

                (iii)   such Lien shall secure only those obligations which it
        secures] on the date of such acquisition or the date such Person
        becomes, or merges into, a Subsidiary, as the case may be and
        extensions, renewals and replacements thereof that do not increase the
        outstanding principal amount thereof; and

                (d)     Liens on fixed or capital assets acquired, constructed
or improved by the Borrower or any Subsidiary; provided that

                                     - 52 -

<PAGE>

                (i)     such security interests secure Indebtedness permitted by
        clause (e) of Section 6.01,

                (ii)    such security interests and the Indebtedness secured
        thereby are incurred prior to or within 180 days after such acquisition
        or the completion of such construction or improvement,

                (iii)   the Indebtedness secured thereby does not exceed 100% of
        the cost of acquiring, constructing or improving such fixed or capital
        assets and

                (iv)    such security interests shall not apply to any other
        property or assets of the Borrower or any Subsidiary.

                (e)     Liens created by the Collateral Documents.

In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Administrative Agent for the benefit of itself and
the Holders of Secured Obligations, as additional collateral for the Secured
Obligations.

                SECTION 6.03.   Fundamental Changes.

                (a)     The Borrower will not, and will not permit any
Subsidiary to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
any substantial part of its assets, or all or substantially all of the stock of
any of its Subsidiaries (in each case, whether now owned or hereafter acquired),
or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing

                (i)     any Subsidiary may merge into the Borrower in a
        transaction in which the Borrower is the surviving corporation,

                (ii)    any Subsidiary, or branch of the Borrower or a
        Subsidiary, may merge into any Subsidiary in a transaction in which the
        surviving entity is a Subsidiary,

                (iii)   any Subsidiary may sell, transfer, lease or otherwise
        dispose of its assets to the Borrower or to another Subsidiary and

                (iv)    any Subsidiary may liquidate or dissolve if the Borrower
        determines in good faith that such liquidation or dissolution is in the
        best interests of the Borrower and is not materially disadvantageous to
        the Lenders.

                (b)     The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related thereto.

                                     - 53 -

<PAGE>

                SECTION 6.04.   Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:

                (a)     Permitted Investments;

                (b)     investments by the Borrower existing on the date hereof
in the capital stock of its Subsidiaries;

                (c)     loans or advances made by the Borrower to any Subsidiary
and made by any Subsidiary to the Borrower or any other Subsidiary (provided
that not more than $5,000,000 in loans or advances may be made, during the term
of this Agreement, by the Borrower or any Subsidiary Loan Party to a Person
which is not a Subsidiary Loan Party);

                (d)     Guarantees constituting Indebtedness permitted by
Section 6.01;

                (e)     investments received in connection with the bankruptcy
or reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;

                (f)     Permitted Acquisitions, provided that the sum of all
consideration paid or otherwise delivered in connection with Permitted
Acquisitions (including the principal amount of any Indebtedness issued as
deferred purchase price and fair market value of any other non-cash
consideration) plus the aggregate principal amount of all Indebtedness otherwise
incurred or assumed in connection with, or resulting from, Permitted
Acquisitions (including Indebtedness of any acquired Persons outstanding at the
time of the applicable Permitted Acquisition) shall not exceed, on an aggregate
basis during any fiscal year of the Borrower, the Acquisition Amount;

                (g)     Guarantees by the Borrower and any Subsidiary of leases
entered into in the ordinary course of business by any Subsidiary as lessee;

                (h)     extensions of credit in the nature of accounts
receivable or notes receivable in the ordinary course of business;

                (i)     investments in payroll, travel, relocation and similar
advances to employees and prospective employees to cover matters that are
expected at the time of such advances ultimately to be treated as expenses for
accounting purposes and that are made in the ordinary course of business;

                (j)     investments in or acquisitions of stock, obligations or
securities received in settlement of debts created in the ordinary course of
business and owing to the Borrower or any Subsidiary or in satisfaction of
judgments;

                                     - 54 -

<PAGE>

                (k)     investments in equity securities and rights to acquire
equity securities acquired as part of fees charged to clients or otherwise in
connection with the performance of services by the Borrower and its Subsidiaries
in the ordinary course of business;

                (1)     other investments by the Borrower as reflected in the
financial statements accompanying the Borrower's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission for the fiscal quarter ended
September 30, 2001; and

                (m)     other investments by the Borrower in a cumulative
aggregate amount not exceeding $10,000,000 during the term of this Agreement.

                SECTION 6.05.   Hedging Agreements. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any Hedging Agreement,
other than Hedging Agreements entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its liabilities and the
obligations of the Borrower and each of its Subsidiaries with respect to such
Hedging Agreements shall be secured by the Collateral Documents.

                SECTION 6.06.   Restricted Payments. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except

                (a)     the Borrower may declare and pay dividends with respect
to its capital stock payable solely in additional shares of its common stock,

                (b)     Subsidiaries may declare and pay dividends ratably with
respect to their capital stock, and

                (c)     so long as no Event of Default has then occurred or is
continuing, or would arise after giving effect thereto, the Borrower may make
Restricted Payments pursuant to and in accordance with stock option plans, any
plan or program providing for the exchange of outstanding options to purchase
the Capital Stock of the Borrower or outstanding restricted stock units of the
Borrower for newly issued restricted stock units or other equity interests in
the Borrower, or other benefit plans for management or employees of the Borrower
and its Subsidiaries; provided that (i) the Borrower may only repurchase its
common stock in the same number of shares as the number of shares the Borrower
has substantially concurrently awarded pursuant to such stock option plans or
other benefit plans and (ii) the aggregate amount permitted to be expended by
the Borrower in any of its fiscal years for such Restricted Payments shall not
exceed $15,000,000.

                SECTION 6.07.   Transactions with Affiliates. The Borrower will
not, and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except

                (a)     in the ordinary course of business at prices and on
terms and conditions not less favorable to the Borrower or such Subsidiary than
could be obtained on an arm's-length basis from unrelated third parties,

                                     - 55 -

<PAGE>

                (b)     transactions between or among the Borrower and
Subsidiary Loan Parties not involving any other Affiliate and

                (c)     any Restricted Payment permitted by Section 6.06.

                SECTION 6.08.   Restrictive Agreements. The Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon

                (a)     the ability of the Borrower or any Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets, or

                (b)     the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or
repay loans or advances to the Borrower or any other Subsidiary or to Guarantee
Indebtedness of the Borrower or any other Subsidiary; provided that

                (i)     the foregoing shall not apply to restrictions and
        conditions imposed by law or by this Agreement,

                (ii)    the foregoing shall not apply to restrictions and
        conditions existing on the date hereof identified on Schedule 6.08 (but
        shall apply to any extension or renewal of, or any amendment or
        modification expanding the scope of, any such restriction or condition),

                (iii)   the foregoing shall not apply to customary restrictions
        and conditions contained in agreements relating to the sale of a
        Subsidiary pending such sale, provided such restrictions and conditions
        apply only to the Subsidiary that is to be sold and such sale is
        permitted hereunder,

                (iv)    clause (a) of the foregoing shall not apply to
        restrictions or conditions imposed by any agreement relating to secured
        Indebtedness permitted by this Agreement if such restrictions or
        conditions apply only to the property or assets securing such
        Indebtedness and

                (v)     clause (a) of the foregoing shall not apply to customary
        provisions in leases restricting the assignment thereof.

                SECTION 6.09.   Changes in Fiscal Year. The Borrower shall not,
nor shall it permit any Subsidiary to, change its fiscal year from its present
basis.

                SECTION 6.10.   Capital Expenditures. The Borrower will not, nor
will it permit any Subsidiary to, expend, or be committed to expend, in excess
of $30,000,000 for Capital Expenditures during any one fiscal year in the
aggregate for the Borrower and its Subsidiaries; provided that to the extent
Capital Expenditures actually expended during any fiscal year are less than
$30,000,000, the Borrower and its Subsidiaries may, so long as no Event of
Default has occurred and is continuing at such time, also expend the aggregate
amount (if any)

                                     - 56 -

<PAGE>

by which the actual Capital Expenditures for the immediately preceding fiscal
year were less than $30,000,000.

                SECTION 6.1l.   Subordinated Indebtedness. The Borrower will
not, and will not permit any Subsidiary to, make any amendment or modification
to any indenture, note or other agreement evidencing or governing any
Subordinated Indebtedness, or directly or indirectly voluntarily prepay,
decrease or in substance decrease, purchase, redeem, retire or otherwise
acquire, any Subordinated Indebtedness.

                SECTION 6.12.   Financial Covenants.

                        SECTION 6.12.1.   Minimum Consolidated EBITDA. The
                Borrower will not permit at any time Consolidated EBITDA,
                determined as of the end of each of its fiscal quarters set
                forth below for the applicable measurement period set forth
                below ending with the end of such fiscal quarter to be less than
                the applicable amount set forth below:

<TABLE>
<CAPTION>
                                                                   CONSOLIDATED EBITDA
                FISCAL QUARTER             MEASUREMENT PERIOD      SHALL NOT BE LESS
                ENDING                     THEN ENDING             THAN:
                ----------------------------------------------------------------------
                <S>                        <C>                     <C>
                December 31, 2001          4 fiscal quarters       $    20,000,000
                March 31, 2002             1 fiscal quarter        $     4,000,000
                June 30, 2002              2 fiscal quarters       $     8,000,000
                September 30, 2002         3 fiscal quarters       $    16,000,000
                December 31, 2002          4 fiscal quarters       $    20,000,000
                March 31, 2003             4 fiscal quarters       $    25,000,000
                June 30, 2003              4 fiscal quarters       $    25,000,000
                September 30, 2003         4 fiscal quarters       $    35,000,000
                December 31, 2003          4 fiscal quarters       $    35,000,000
                March 31, 2004 and each
                 fiscal quarter
                 thereafter                4 fiscal quarters       $    45,000,000
</TABLE>

                        SECTION 6.12.2.   Fixed Charge Coverage Ratio. The
                Borrower will not permit the ratio (the "Fixed Charge Coverage
                Ratio"), determined as of the end of each of its fiscal quarters
                set forth below for the applicable measurement period set forth
                below ending with the end of such fiscal quarter, of (i)
                Consolidated EBITDA to (ii) Consolidated Interest Expense plus
                Consolidated Capital Expenditures, all calculated for the
                Borrower and its Subsidiaries on a consolidated basis, to be
                less than the applicable ratio set forth below:

<TABLE>
<CAPTION>
                                                                 FIXED CHARGE COVERAGE
                FISCAL QUARTER          MEASUREMENT PERIOD       RATIO SHALL NOT BE LESS
                ENDING                  THEN ENDING              THAN:
                ------------------------------------------------------------------------
                <S>                     <C>                      <C>
                December 31, 2001       4 fiscal quarters        0.825:1.00
                March 31, 2002          1 fiscal quarter         0.40:1.00
                June 30, 2002           2 fiscal quarters        0.55:1.00
                September 30, 2002      3 fiscal quarters        0.70:1.00
                December 31, 2002       4 fiscal quarters        0.80:1.00
</TABLE>

                                     - 57 -

<PAGE>

<TABLE>
                <S>                     <C>                      <C>
                March 31, 2003          4 fiscal quarters        1.00:1.00
                June 30, 2003           4 fiscal quarters        1.00:1.00
                September 30, 2003
                and each fiscal
                quarter thereafter      4 fiscal quarters        1:50:1.00
</TABLE>

                        SECTION 6.12.3.   Leverage Ratio. The Borrower will not
                permit the ratio, determined as of the end of each of its fiscal
                quarters set forth below, of (i) Consolidated Total Indebtedness
                to (ii) Consolidated EBITDA for the applicable measurement
                period set forth below ending with the end of such fiscal
                quarter, to be greater than 1.50 to 1.0:

                                                     MEASUREMENT PERIOD THEN
                FISCAL QUARTER ENDING                ENDING
                ------------------------------------------------------------
                December 31, 2001                    4 fiscal quarters
                March 31, 2002                       1 fiscal quarter
                June 30, 2002                        2 fiscal quarters
                September 30, 2002                   3 fiscal quarters
                December 31, 2002 and each
                 fiscal quarter thereafter           4 fiscal quarters

                ; provided that the parties hereto acknowledge and agree that
                (i) Consolidated EBITDA for the fiscal quarter ending on March
                31, 2002 shall be multiplied by 4, (ii) Consolidated EBITDA for
                the fiscal quarter ending on June 30, 2002 shall be multiplied
                by 2 and (iii) Consolidated EBITDA for the fiscal quarter ending
                on September 30, 2002 shall be multiplied by 4/3.

                        SECTION 6.12.4.   Current Ratio. The Borrower will not
                permit the ratio, determined as of the end of each of its fiscal
                quarters ending on and after December 31, 2001, of (i) current
                assets of the Borrower and its Subsidiaries on a consolidated
                basis to (ii) current liabilities of the Borrower and its
                Subsidiaries on a consolidated basis, in each case in accordance
                with GAAP, to be less than 1.30 to 1.0.

                        SECTION 6.12.5.   Minimum Tangible Net Worth. The
                Borrower will at all times maintain Consolidated Tangible Net
                Worth of not less than the sum of (i) $140,000,000, plus (ii)
                50% of Consolidated Net Income earned in each fiscal year
                beginning with the fiscal year ending on and after December 31,
                2002 (without deduction for losses), plus 75% of Net Cash
                Proceeds received by the Borrower or any Subsidiary.

                                   ARTICLE VII

                                Events of Default

        If any of the following events ("Events of Default") shall occur:

                                     - 58 -

<PAGE>

                (a)     the Borrower shall fail to pay any principal of any Loan
or any reimbursement obligation in respect of any LC Disbursement when and as
the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment thereof or otherwise;

                (b)     the Borrower shall fail to pay any interest on any Loan
or any fee or any other amount (other than an amount referred to in clause (a)
of this Article) payable under this Agreement, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of
three Business Days;

                (c)     any representation or warranty made or deemed made by or
on behalf of the Borrower or any Subsidiary in or in connection with this
Agreement, the Subsidiary Guaranty, any other Loan Document or any amendment or
modification thereof or waiver hereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with this Agreement, the Subsidiary Guaranty or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect when made or
deemed made;

                (d)     (i) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Sections 5.01, 5.02, 5.03 (with
respect to the Borrower's existence), 5.08, 5.09 or 5.10 or in Article VI, or
(ii) any Loan Document shall for any reason not be or shall cease to be in full
force and effect or is declared to be null and void, or the Borrower or any
Subsidiary takes any action for the purpose of terminating, repudiating or
rescinding any Loan Document or any of its obligations thereunder;

                (e)     the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request
of any Lender);

                (f)     the Borrower or any Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;

                (g)     any event or condition occurs that results in any
Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or
both) the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause any Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; provided that this clause (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness;

                (h)     an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Subsidiary or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the

                                     - 59 -

<PAGE>

appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;

                (i)     the Borrower or any Subsidiary shall

                (i)     voluntarily commence any proceeding or file any petition
        seeking liquidation, reorganization or other relief under any Federal,
        state or foreign bankruptcy, insolvency, receivership or similar law now
        or hereafter in effect,

                (ii)    consent to the institution of, or fail to contest in a
        timely and appropriate manner, any proceeding or petition described in
        clause (h) of this Article,

                (iii)   apply for or consent to the appointment of a receiver,
        trustee, custodian, sequestrator, conservator or similar official for
        the Borrower or any Subsidiary or for a substantial part of its assets,

                (iv)    file an answer admitting the material allegations of a
        petition filed against it in any such proceeding,

                (v)     make a general assignment for the benefit of creditors
        or

                (vi)    take any action for the purpose of effecting any of the
        foregoing;

                (j)     the Borrower or any Subsidiary shall become unable,
admit in writing its inability or fail generally to pay its debts as they become
due;

                (k)     one or more judgments for the payment of money in an
aggregate amount in excess of $5,000,000 shall be rendered against the Borrower,
any Subsidiary or any combination thereof and the same shall remain undischarged
for a period of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Borrower or any Subsidiary to enforce
any such judgment;

                (1)     an ERISA Event shall have occurred that, in the opinion
of the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in a Material Adverse
Effect; or

                (m)     a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times:

                (i)     terminate the Commitments, and thereupon the Commitments
        shall terminate immediately, and

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<PAGE>

                (ii)    declare the Loans then outstanding to be due and payable
        in whole (or in part, in which case any principal not so declared to be
        due and payable may thereafter be declared to be due and payable), and
        thereupon the principal of the Loans so declared to be due and payable,
        together with accrued interest thereon and all fees and other
        obligations of the Borrower accrued hereunder and the other Loan
        Documents, shall become due and payable immediately, without
        presentment, demand, protest or other notice of any kind, all of which
        are hereby waived by the Borrower; and in case of any event with respect
        to the Borrower described in clause (h) or (i) of this Article, the
        Commitments shall automatically terminate and the principal of the Loans
        then outstanding, together with accrued interest thereon and all fees
        and other obligations of the Borrower accrued hereunder, shall
        automatically become due and payable, without presentment, demand,
        protest or other notice of any kind, all of which are hereby waived by
        the Borrower.

                                  ARTICLE VIII

                            The Administrative Agent

                Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and on the behalf of the Holders of
Secured Obligations and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof, together with such actions and powers
as are reasonably incidental thereto.

                The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing,

                (a)     the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing,

                (b)     the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and

                (c)     except as expressly set forth herein, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent

                                     - 61 -

<PAGE>

or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section
9.02) or in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into

                (i)     any statement, warranty or representation made in or in
        connection with this Agreement,

                (ii)    the contents of any certificate, report or other
        document delivered hereunder or in connection herewith,

                (iii)   the performance or observance of any of the covenants,
        agreements or other terms or conditions set forth herein,

                (iv)    the validity, enforceability, effectiveness or
        genuineness of this Agreement or any other agreement, instrument or
        document,

                (v)     the satisfaction of any condition set forth in Article
        IV or elsewhere herein, other than to confirm receipt of items expressly
        required to be delivered to the Administrative Agent, or

                (vi)    the perfection or priority of any of the Liens on any of
        the Collateral.

                The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person, The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                The Administrative Agent may perform any and all of its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor

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<PAGE>

shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf
of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

                Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder

                Each Lender authorizes the Administrative Agent to enter into
each of the Collateral Documents to which the Administrative Agent is from time
to time a party and to take all action contemplated by such documents. Each
Lender agrees that no Holder of Secured Obligations (other than the
Administrative Agent) shall have the right individually to seek to realize upon
the security granted by any Collateral Document, it being understood and agreed
that such rights and remedies may be exercised solely by the Administrative
Agent for the benefit of the Holders of Secured Obligations upon the terms of
the Collateral Documents.

                In the event that any Collateral is hereafter pledged by any
Person as collateral security for the Obligations, the Administrative Agent is
hereby authorized to execute and deliver on behalf of the Holders of Secured
Obligations any Loan Documents necessary or appropriate to grant and perfect a
Lien on such Collateral in favor of the Administrative Agent on behalf of the
Holders of Secured Obligations.

                The Lenders hereby authorize the Administrative Agent, at its
option and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral (i) upon termination of the Commitments
and payment and satisfaction of all of the Obligations at any time arising under
or in respect of this Agreement or the Loan Documents or the transactions
contemplated hereby or thereby; (ii) as permitted by, but only in accordance
with, the terms of the applicable Loan Document; or (iii) if approved,
authorized or ratified in writing by the Required Lenders, unless such release
is required to be approved by all of the Lenders hereunder. Upon request by the
Administrative Agent at any time, the Lenders will

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<PAGE>

confirm in writing the Administrative Agent's authority to release particular
types or items of Collateral pursuant to this Article VIII.

                Upon any sale or transfer of assets constituting Collateral
which is expressly permitted pursuant to the terms of any Loan Document, or
consented to in writing by the Required Lenders or all of the Lenders, as
applicable, and upon at least five (5) Business Days' prior written request by
the Borrower, the Administrative Agent shall (and is hereby irrevocably
authorized by the Lenders to) execute such documents as may be necessary to
evidence the release of the Liens granted to the Administrative Agent for the
benefit of the Holders of Secured Obligations herein or pursuant hereto upon the
Collateral that was sold or transferred; provided, however, that (i) the
Administrative Agent shall not be required to execute any such document on terms
which, in the Administrative Agent's opinion, would expose the Administrative
Agent to liability or create any obligation or entail any consequence other than
the release of such Liens without recourse or warranty, and (ii) such release
shall not in any manner discharge, affect or impair the Secured Obligations or
any Liens upon (or obligations of the Borrower or any Subsidiary in respect of)
all interests retained by the Borrower or any Subsidiary, including (without
limitation) the proceeds of the sale, all of which shall continue to constitute
part of the Collateral.

                                   ARTICLE IX

                                  Miscellaneous

                SECTION 9.01.   Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                (a)     if to the Borrower, to it at 245 Park Avenue, Suite
4300, New York, New York 10167, Attention of Stephanie W. Abramson (Telecopy No.
(646)487-0442);

                (b)     if to the Administrative Agent, to JPMorgan Chase Bank,
Loan and Agency Services Group, One JPMorgan Chase Plaza, 8th Floor, New York,
New York 10081, Attention of Jesus Sang (Telecopy No. (212) 552-5658), with a
copy to JPMorgan Chase Bank, 52 Broadway, New York, New York 10004, Attention of
Angela Rokkos (Telecopy No. (212) 701-4081);

                (c)     if to the Issuing Bank, to it at SBLC Department, 10420
Highland Manor Drive, Tampa, Florida 33610, Attention of Doreen Conduit
(Telecopy No. (813) 432-5161); and

                (d)     if to any other Lender, to it at its address (or
telecopy number) set forth in its Administrative Questionnaire.

                Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

                                     - 64 -

<PAGE>

                SECTION 9.02.   Waivers: Amendments.

                (a)     No failure or delay by the Administrative Agent, the
Issuing Bank or any Lender in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.

                (b)     Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall

                (i)     increase the Commitment of any Lender without the
        written consent of such Lender,

                (ii)    reduce the principal amount of any Loan or LC
        Disbursement or reduce the rate of interest thereon, or reduce any fees
        payable hereunder, without the written consent of each Lender affected
        thereby,

                (iii)   postpone the scheduled date of payment of the principal
        amount of any Loan or LC Disbursement, or any interest thereon, or any
        fees payable hereunder, or reduce the amount of, waive or excuse any
        such payment, or postpone the scheduled date of expiration of any
        Commitment, without the written consent of each Lender affected thereby,

                (iv)    change Section 2.18(b) or (c) in a manner that would
        alter the pro rata sharing of payments required thereby, without the
        written consent of each Lender,

                (v)     change any of the provisions of this Section or the
        definition of "Required Lenders" or any other provision hereof
        specifying the number or percentage of Lenders required to waive, amend
        or modify any rights hereunder or make any determination or grant any
        consent hereunder, without the written consent of each Lender; provided
        further that no such agreement shall amend, modify or otherwise affect
        the rights or duties of the Administrative Agent, the Issuing Bank
        hereunder without the prior written consent of the Administrative Agent,
        the Issuing Bank, as the case may be, or

                (vi)    other than pursuant to a transaction permitted by the
        terms of this Agreement or any other Loan Document, release all or
        substantially all of the Collateral which is subject to the Loan
        Documents.

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                SECTION 9.03.   Expenses; Indemnity; Damage Waiver.

                (a)     The Borrower shall pay

                (i)     all reasonable out-of-pocket expenses incurred by the
        Administrative Agent and its Affiliates, including the reasonable fees,
        charges and disbursements of counsel for the Administrative Agent, in
        connection with the syndication of the credit facilities provided for
        herein, the preparation and administration of this Agreement or any
        amendments, modifications or waivers of the provisions hereof (whether
        or not the transactions contemplated hereby or thereby shall be
        consummated),

                (ii)    all reasonable out-of-pocket expenses incurred by the
        Issuing Bank in connection with the issuance, amendment, renewal or
        extension of any Letter of Credit or any demand for payment thereunder
        and

                (iii)   all reasonable out-of-pocket expenses incurred by the
        Administrative Agent, the Issuing Bank or any Lender, including the
        reasonable fees, charges and disbursements of any counsel for the
        Administrative Agent, the Issuing Bank or any Lender, in connection with
        the enforcement or protection of its rights in connection with this
        Agreement, including its rights under this Section, or in connection
        with the Loans made or Letters of Credit issued hereunder, including all
        such out-of-pocket expenses incurred during any workout, restructuring
        or negotiations in respect of such Loans or Letters of Credit.

                (b)     The Borrower shall indemnify the Administrative Agent,
the Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of

                (i)     the execution or delivery of this Agreement or any
        agreement or instrument contemplated hereby, the performance by the
        parties hereto of their respective obligations hereunder or the
        consummation of the Transactions or any other transactions contemplated
        hereby,

                (ii)    any Loan or Letter of Credit or the use of the proceeds
        therefrom (including any refusal by the Issuing Bank 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),

                (iii)   any actual or alleged presence or release of Hazardous
        Materials on or from any property owned or operated by the Borrower or
        any of its Subsidiaries, or any Environmental Liability related in any
        way to the Borrower or any of its Subsidiaries, or

                (iv)    any actual or prospective claim, litigation,
        investigation or proceeding relating to any of the foregoing, whether
        based on contract, tort or any other theory and regardless of whether
        any Indemnitee is a party thereto; provided that such indemnity

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<PAGE>

        shall not, as to any Indemnitee, be available to the extent that such
        losses, claims, damages, liabilities or related expenses resulted from
        the gross negligence or willful misconduct of such Indemnitee.

                (c)     To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, the Issuing Bank under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank, as the case may be, such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Issuing Bank in its capacity as such.

                (d)     To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

                (e)     All amounts due under this Section shall be payable
promptly not later than fifteen days after written demand therefor.

                SECTION 9.04.   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 (including any Affiliate of the Issuing Bank that
issues any Letter of Credit), 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 (including any Affiliate of the Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Bank and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

                (b)     Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that

                (i)     except in the case of an assignment to a Lender or a
        Lender Affiliate, each of the Borrower and the Administrative Agent
        (and, in the case of an assignment of all or a portion of a Commitment
        or any Lender's obligations in respect of its LC Exposure, the Issuing
        Bank) must give their prior written consent to such assignment (which
        consent shall not be unreasonably withheld); provided that no such
        consent of the Borrower shall be required at any time a Default has
        occurred and is then continuing,

                                     - 67 -

<PAGE>

                (ii)    except in the case of an assignment to a Lender or an
        Affiliate of a Lender or an assignment of the entire remaining amount of
        the assigning Lender's Commitment, the amount of the Commitment of the
        assigning Lender subject to each such assignment (determined as of the
        date the Assignment and Acceptance with respect to such assignment is
        delivered to the Administrative Agent) shall not be less than $5,000,000
        unless each of the Borrower and the Administrative Agent otherwise
        consent,

                (iii)   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,

                (iv)    the parties to each assignment shall execute and deliver
        to the Administrative Agent an Assignment and Acceptance, together with
        a processing and recordation fee of $3,500, and

                (v)     the assignee, if it shall not be a Lender, shall deliver
        to the Administrative Agent an Administrative Questionnaire; and
        provided further that any consent of the Borrower otherwise required
        under this paragraph shall not be required if an Event of Default under
        clause (h) or (i) of Article VII has occurred and is continuing. Subject
        to acceptance and recording thereof pursuant to paragraph (d) of this
        Section, from and after the effective date specified in each Assignment
        and Acceptance the assignee thereunder shall be a party hereto and, to
        the extent of the interest assigned by such Assignment and Acceptance,
        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 Acceptance, be released from its
        obligations under this Agreement (and, in the case of an Assignment and
        Acceptance 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 2.15, 2.16,
        2.17 and 9.03). Any assignment or transfer by a Lender of rights or
        obligations under this Agreement that does not comply with this
        paragraph 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 paragraph (e) of this Section.

                (c)     The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans and LC Disbursements 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,
the Issuing Bank 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, the Issuing Bank and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

                (d)     Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and

                                     - 68 -

<PAGE>

recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

                (e)     Any Lender may, without the consent of the Borrower, the
Administrative Agent or the Issuing Bank, sell participants to one or more banks
or other entities (a "Participant") in all or a portion of such Lender's rights
and obligations under this Agreement (including all or a portion of its
Commitment and the 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, the Issuing Bank
        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 participant 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, modification or waiver described in the first proviso to
        Section 9.02(b) that affects such Participant. Subject to paragraph (f)
        of this Section, the Borrower agrees that each Participant shall be
        entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same
        extent as if it were a Lender and had acquired its interest by
        assignment pursuant to paragraph (b) of this Section. To the extent
        permitted by law, each Participant also shall be entitled to the
        benefits of Section 9.08 as though it were a Lender, provided such
        Participant agrees to be subject to Section 2.18(c) as though it were a
        Lender.

                (f)     A Participant shall not be entitled to receive any
greater payment under Section 2.15 or 2.17 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 2.17
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 2.17(e) as though it were a Lender.

                (g)     Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                                     - 69 -

<PAGE>

                SECTION 9.05.   Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

                SECTION 9.06.   Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

                SECTION 9.07.   Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                SECTION 9.08.   Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, 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 and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured, The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

                                     - 70 -

<PAGE>

                SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service
of Process.

                (a)     This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                (b)     The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

                (c)     The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                (d)     Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                SECTION 9.10.   WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THlS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THlS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                SECTION 9.11.   Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                                     - 71 -

<PAGE>

                SECTION 9.12.   Confidentiality. Each of the Administrative
Agent, the Issuing Bank 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, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement,

                (g)     with the consent of the Borrower or

                (h)     to the extent such Information

                (i)     becomes publicly available other than as a result of a
        breach of this Section or

                (ii)    becomes available to the Administrative Agent, the
        Issuing Bank or any Lender on a nonconfidential basis from a source
        other than the Borrower. For the purposes of this Section, "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 Agent, the Issuing Bank or any Lender on
        a nonconfidential basis prior to disclosure by the Borrower; provided
        that, in the case of information received from the Borrower after the
        date hereof, such information is clearly identified at the time of
        delivery as confidential. Any Person required to maintain the
        confidentiality of Information as provided in this Section 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.

                SECTION 9.13.   Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such

                                     - 72 -

<PAGE>

Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

                            [Signature Pages Follow]

                                     - 73 -

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                        HEIDRICK & STRUGGLES INTERNATIONAL, INC.

                                        By  /s/ Donald M. Kilinski
                                           -----------------------
                                           Name:  Donald M. Kilinski
                                           Title: Treasurer

                                        JPMORGAN CHASE BANK, individually and as
                                        Administrative Agent,

                                        By  /s/ Kevin T. Murphy
                                           ------------------------
                                           Name:  Kevin T. Murphy
                                           Title: Vice President

                                     - 74 -

<PAGE>

                                        LASALLE BANK NATIONAL ASSOCIATION

                                        By /s/ Amy B. Yore
                                           ----------------
                                           Name:  Amy B. Yore
                                           Title: Commercial Banking Officer

                                        THE NORTHERN TRUST COMPANY

                                        By /s/ William B. Caswell
                                           -------------------------
                                           Name:  William B. Caswell
                                           Title: Commercial Banking Officer

                                     - 75 -

</TEXT>
</DOCUMENT>
