<PAGE>

                                                              CONFORMED COPY 

                                 $750,000,000

                     AMENDED AND RESTATED CREDIT AGREEMENT

                                  dated as of

                                April 29, 1998

                                     among

                     United Asset Management Corporation,

                           The Banks Listed Herein,

                  Morgan Guaranty Trust Company of New York,
                           as Administrative Agent,


                                      and


        BankBoston, N.A. (formerly The First National Bank of Boston),
                              as Collateral Agent

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

              Deutsche Morgan Grenfell, Inc., Syndication Agent,

        BankBoston, N.A. (formerly The First National Bank of Boston),
                             Documentation Agent,

                         J.P. Morgan Securities, Inc.,
                                   Arranger

<PAGE>

                               TABLE OF CONTENTS

                                   ----------

                                                                        PAGE 
                                                                        ---- 
ARTICLE 1 DEFINITIONS................................................     1
    SECTION 1.1.   Definitions.......................................     1
    SECTION 1.2.   Accounting Terms and Determinations...............    20
    SECTION 1.3.   Types of Borrowings...............................    20
ARTICLE 2 THE CREDITS................................................    21
    SECTION 2.1.   Commitments to Lend...............................    21
    SECTION 2.2.   Notice of Committed Borrowing.....................    21
    SECTION 2.3.   Money Market Borrowings...........................    21
    SECTION 2.4.   Notice to Banks; Funding of Loans.................    26
    SECTION 2.5.   Notes.............................................    26
    SECTION 2.6.   Maturity of Loans.................................    27
    SECTION 2.7.   Interest Rates....................................    27
    SECTION 2.8.   Fees..............................................    29
    SECTION 2.9.   Optional Termination or Reduction of Commitments..    29
    SECTION 2.10.  Mandatory Termination of Commitments..............    29
    SECTION 2.11.  Optional Prepayments..............................    30
    SECTION 2.12.  General Provisions as to Payments.................    30
    SECTION 2.13.  Funding Losses....................................    31
    SECTION 2.14.  Computation of Interest and Fees..................    31
    SECTION 2.15.  Regulation D Compensation.........................    31
    SECTION 2.16.  Method of Electing Interest Rates.................    32
ARTICLE 3 CONDITIONS.................................................    34
    SECTION 3.1.   Closing...........................................    34
    SECTION 3.2.   Borrowings........................................    35
ARTICLE 4 REPRESENTATIONS AND WARRANTIES.............................    36
    SECTION 4.1.   Corporate Existence and Power.....................    36
    SECTION 4.2.   Corporate and Governmental Authorization; No 
                        Contravention................................    36
    SECTION 4.3.   Binding Effect....................................    36
    SECTION 4.4.   Financial Information.............................    36
    SECTION 4.5.   Litigation........................................    37
    SECTION 4.6.   Compliance with ERISA.............................    37
    SECTION 4.7.   Environmental Matters.............................    37
    SECTION 4.8.   Taxes.............................................    37
    SECTION 4.9.   Regulatory Restrictions on Borrowing..............    37
    SECTION 4.10.  Full Disclosure...................................    38
    SECTION 4.11.  Representations in Collateral Documents True and 
                        Correct......................................    38
    SECTION 4.12.  Solvency..........................................    39
    SECTION 4.13.  Revenue Sharing Agreements........................    39
    SECTION 4.14.  Title to Properties; Absence of Encumbrances......    39
    SECTION 4.15.  Debt..............................................    39
    SECTION 4.16.  Securities and Exchange Commission Registrations 
                        and Filings, Etc. ...........................    40
    SECTION 4.17.  No Default........................................    40
    SECTION 4.18.  Subsidiaries......................................    40
ARTICLE 5 COVENANTS..................................................    41
    SECTION 5.1.   Information.......................................    41
    SECTION 5.2.   Payment of Obligations............................    44
    SECTION 5.3.   Maintenance of Property; Insurance................    44
    SECTION 5.4.   Conduct of Business and Maintenance of Existence..    45

<PAGE>

    SECTION 5.5.   Compliance with Laws..............................    45
    SECTION 5.6.   Inspection of Property, Books and Records.........    45
    SECTION 5.7.   Mergers and Sales of Assets.......................    45
    SECTION 5.8.   Use of Proceeds...................................    46
    SECTION 5.9.   Negative Pledge...................................    46
    SECTION 5.10.  Limitation on Debt................................    47
    SECTION 5.11.  Total Debt to EBITDA..............................    49
    SECTION 5.12.  Cash Flow Ratio...................................    49
    SECTION 5.13.  Fixed Charge Coverage Ratio.......................    50
    SECTION 5.14.  Restricted Payments...............................    50
    SECTION 5.15.  Investments.......................................    50
    SECTION 5.16.  Additional Subsidiary Stock Issuance..............    51
    SECTION 5.17.  Pledged Collateral................................    51
    SECTION 5.18.  Transactions with Affiliates......................    51
    SECTION 5.19.  Subordinated Debt.................................    52
ARTICLE 6 DEFAULTS...................................................    53
    SECTION 6.1.   Events of Default.................................    53
    SECTION 6.2.   Notice of Default.................................    55
ARTICLE 7 THE AGENTS.................................................    55
    SECTION 7.1.   Appointment and Authorization.....................    55
    SECTION 7.2.   Agents and Affiliates.............................    56
    SECTION 7.3.   Action by Agents..................................    56
    SECTION 7.4.   Consultation with Experts.........................    56
    SECTION 7.5.   Liability of Agents...............................    56
    SECTION 7.6.   Indemnification...................................    56
    SECTION 7.7.   Credit Decision...................................    57
    SECTION 7.8.   Successor Administrative Agent....................    57
    SECTION 7.9.   Agents' Fees......................................    57
ARTICLE 8 CHANGE IN CIRCUMSTANCES....................................    58
    SECTION 8.1.   Basis for Determining Interest Rate Inadequate or 
                        Unfair.......................................    58
    SECTION 8.2.   Illegality........................................    58
    SECTION 8.3.   Increased Cost and Reduced Return.................    59
    SECTION 8.4.   Taxes.............................................    60
    SECTION 8.5.   Base Rate Loans Substituted for Affected Fixed 
                        Rate Loans...................................    62
ARTICLE 9 MISCELLANEOUS..............................................    63
    SECTION 9.1.   Notices...........................................    63
    SECTION 9.2.   No Waivers........................................    63
    SECTION 9.3.   Expenses; Indemnification.........................    63
    SECTION 9.4.   Sharing of Set-Offs...............................    64
    SECTION 9.5.   Right of Set-Off..................................    64
    SECTION 9.6.   Amendments and Waivers............................    65
    SECTION 9.7.   Successors and Assigns............................    65
    SECTION 9.8.   Designated Lenders................................    67
    SECTION 9.9.   Collateral........................................    68
    SECTION 9.10.  Governing Law; Submission to Jurisdiction.........    68
    SECTION 9.11.  Counterparts; Integration; Effectiveness..........    68
    SECTION 9.12.  Confidentiality...................................    69
    SECTION 9.13.  WAIVER OF JURY TRIAL..............................    69

Commitment Schedule
Pricing Schedule

<PAGE>

                                   EXHIBITS
EXHIBIT A     --   Note
EXHIBIT B     --   Confirmation and Amendment
EXHIBIT C     --   Opinion of Counsel for the Borrower
EXHIBIT D     --   Opinion of Special Counsel for the Agent
EXHIBIT E     --   Assignment and Assumption Agreement
EXHIBIT F     --   Subsidiary Guaranties
EXHIBIT G     --   Subsidiaries
EXHIBIT G-1   --   Subscription Rights, Warrants, etc.
EXHIBIT H     --   Subsidiary Debt
EXHIBIT I     --   Subordinated Debt
EXHIBIT J     --   Form of Subordination Agreement and Subordinated Note
EXHIBIT K     --   Liens
EXHIBIT L     --   Revenue and Contract Amortization History
EXHIBIT M     --   Form of Money Market Quote Request
EXHIBIT N     --   Form of Invitation for Money Market Quotes
EXHIBIT O     --   Form of Money Market Quote
EXHIBIT P     --   Designation Agreement

<PAGE>

         AGREEMENT dated as of April 29, 1998 among UNITED ASSET MANAGEMENT 
CORPORATION, a Delaware corporation, the BANKS listed on the signature pages 
hereof, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent 
and BANKBOSTON, N.A. (formerly THE FIRST NATIONAL BANK OF BOSTON), as 
Collateral Agent.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, certain of the Banks listed on the signature 
pages hereof and the Agents are parties to a Second Amended and Restated 
Credit Agreement dated as of November 18, 1994 as amended and restated as of 
April 19, 1996 (as amended to the Effective Date, the "Original Agreement"); 
and

         WHEREAS, the parties hereto wish to modify the Original Agreement in 
a number of respects, as more fully set forth below;

         NOW, THEREFORE, the parties hereto hereby agree that, on and as of 
the Effective Date, the Original Agreement is hereby amended and restated in 
its entirety as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1. Definitions. The following terms, as used herein, have 
the following meanings:

         "Absolute Rate Auction" means a solicitation of Money Market Quotes 
setting forth Money Market Absolute Rates pursuant to Section 2.03.

         "Acquisition" means any acquisition, whether in a single transaction 
or series of related transactions, by the Borrower or any one or more 
Subsidiaries, or any combination thereof of (i) all or a substantial part of 
the assets of any Person, or of any business segment or business unit of any 
Person, whether through purchase of assets or securities, by merger or 
otherwise, (ii) control of at least a majority of securities of a corporation 
or other Person having ordinary voting power in the election of directors or 
(iii) control of a greater than 50% ownership interest in any partnership, 
joint venture or other Person.

         "Administrative Agent" means Morgan Guaranty Trust Company of New 
York in its capacity as administrative agent for the Banks hereunder, and its

<PAGE>

successors in such capacity.

         "Administrative Questionnaire" means, with respect to each Bank, an 
administrative questionnaire in the form prepared by the Administrative 
Agent, completed by such Bank and returned to the Administrative Agent (with 
a copy to the Borrower).

         "Affiliate" means (i) any Person that directly, or indirectly 
through one or more intermediaries, controls the Borrower (a "Controlling 
Person") or (ii) any Person (other than the Borrower or a Subsidiary) which 
is controlled by or is under common control with a Controlling Person. As 
used herein, the term "control" means possession, directly or indirectly, of 
the power to vote 5% or more of any class of voting securities of a Person or 
to direct or cause the direction of the management or policies of a Person, 
whether through the ownership of voting securities, by contract or otherwise.

         "Agents" means the Administrative Agent and the Collateral Agent, 
and Agent means either one of the foregoing.

         "Agreement" means the Original Agreement as amended by this Amended 
and Restated Agreement and as the same may be further amended from time to 
time in accordance with the terms hereof.

         "Amended and Restated Agreement" means this Amended and Restated 
Credit Agreement dated as of April 29, 1998 among the Borrower, the Banks and 
the Agents.

         "Applicable Lending Office" means, with respect to any Bank, (i) in 
the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the 
case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in 
the case of its Money Market Loans, its Money Market Lending Office.

         "Assignee" has the meaning set forth in Section 9.07(c).

         "Bank" means each bank listed on the signature pages hereof, each 
Assignee which becomes a Bank pursuant to Section 9.07(c), and their 
respective successors.

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

         "Base Rate Loan" means a Committed Loan which bears interest at the

                                       2
<PAGE>

Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice 
of Interest Rate Election or the provisions of Section 2.16(a) or Article 8.

         "Benefit Arrangement" means at any time an employee benefit plan 
within the meaning of Section 3(3) of ERISA which is not a Plan or a 
Multiemployer Plan and which is maintained or otherwise contributed to by any 
member of the ERISA Group.

         "Borrower" means United Asset Management Corporation, a Delaware 
corporation, and its successors.

         "Borrower's 1997 Form 10-K" means the Borrower's annual report on 
Form 10-K for 1997, as filed with the Securities and Exchange Commission 
pursuant to the Securities Exchange Act of 1934.

         "Borrowing" has the meaning set forth in Section 1.03.

         "Canadian Promissory Notes" means Notes identified as such on 
Exhibit H hereto.

         "Cash Flow" means, for any period of determination, all amounts that 
should, in accordance with generally accepted accounting principles, be 
included as income from operations before interest expense and taxes and 
before amortization of original issue discount, debt issue expense and value 
of acquired contracts, plus depreciation of real and personal property and 
leasehold improvements.

         "Cash Flow Ratio" means at any date the ratio of (i) Consolidated 
Operating Cash Flow for the period of four consecutive fiscal quarters of the 
Borrower and its Consolidated Subsidiaries most recently ended on or prior to 
such date to (ii) Consolidated Senior Debt at such date.

         "Clay Finlay Charge of Shares" means the Charge of Shares dated 
August 29, 1996 between Clay Finlay Inc. and The First National Bank of 
Boston, as Collateral Agent, with respect to the pledge by Clay Finlay Inc. 
of 65% of the shares of Clay Finlay Ltd.

         "Clay Finlay, Inc. Debt" means Debt identified as such on Exhibit H 
hereto.

         "Closing Date" means the date on or after the Effective Date on 
which the Administrative Agent shall have received the documents specified in 
or pursuant to Section 3.01.

                                       3
<PAGE>

         "Collateral" means collateral subject to the Collateral Documents.

         "Collateral Agency and Intercreditor Agreement" means the Collateral 
Agency and Intercreditor Agreement dated as of August 1, 1995 among The First 
National Bank of Boston, Morgan Guaranty Trust Company of New York, the banks 
party to the Original Agreement and the Senior Noteholders.

         "Collateral Agent" means BankBoston, N.A. in its capacity as 
collateral agent for the Banks and the other Secured Parties (as defined in 
the Collateral Agency and Intercreditor Agreement), and its successors in 
such capacity.

         "Collateral Documents" means the Heitman Pledge Agreement, the 
Pledge Agreement, the Security Agreement, the Subsidiaries Pledge Agreement, 
the Subsidiaries Security Agreement, the Trademark Subordination Agreement, 
the UAM U.K. Holdings Pledge Agreement, the First Amendment and Consent, the 
UAM U.K. Holdings Charge of Shares, the Clay Finlay Charge of Shares, the LML 
Holdings Securities Pledge Agreement, the UAM Securities Pledge Agreement, 
the J.R. Senecal Securities Pledge Agreement and any other instrument, 
document or agreement related to or referred to in this Agreement pursuant to 
which the Borrower or any Subsidiary grants a Lien in favor of the Collateral 
Agent.

         "Commitment" means (i) with respect to each Bank listed on the 
Commitment Schedule, the amount set forth opposite such Bank's name on the 
Commitment Schedule and (ii) with respect to any Assignee which becomes a 
Bank pursuant to Section 9.07(c), the amount of the transferor Bank's 
Commitment assigned to it pursuant to Section 9.07(c), in each case as such 
amount may be changed from time to time pursuant to Section 2.09 or 9.07(c); 
provided that, if the context so requires, the term "Commitment" means the 
obligation of a Bank to extend credit up to such amount to the Borrower 
hereunder.

         "Commitment Schedule" means the Commitment Schedule attached hereto.

         "Committed Loan" means a loan made by a Bank pursuant to Section 
2.01; provided that, if any such loan or loans (or portions thereof) are 
combined or subdivided pursuant to a Notice of Interest Rate Election, the 
term "Committed Loan" shall refer to the combined principal amount resulting 
from such combination or to each of the separate principal amounts resulting 
from such subdivision, as the case may be.

                                       4
<PAGE>

         "Confirmation and Amendment" means the Guaranty and Security 
Documents Confirmation and Amendment substantially in the form of Exhibit B 
hereto.

         "Consolidated Adjusted Net Worth" means at any date the sum of: (a) 
the amount of the capital stock accounts (net of treasury stock, at cost) 
plus (or minus in the case of deficit) the surplus and retained earnings of 
the Borrower and its Subsidiaries, less

         (b) the net book value, after deducting any reserves applicable 
thereto, of all items of the following character which are included in the 
assets of the Borrower and its Subsidiaries, to wit:

                   (1) the incremental increase in an asset resulting from 
         any reappraisal, revaluation or write-up of assets; and

                   (2) goodwill, patents, patent applications, permits, 
         trademarks, trade names, copyrights, licenses, franchises, 
         experimental expense, organizational expense, unamortized debt 
         discount and expense, the excess of cost of shares acquired over 
         book value of related assets and such other assets as are properly 
         classified as "intangible assets" in accordance with generally 
         accepted accounting principles; 

all determined in accordance with generally accepted accounting principles, 
provided that in no event shall "costs assigned to contracts acquired, net of 
accumulated amortization", as set forth in the financial statements of the 
Borrower, be deducted in any computation of Consolidated Adjusted Net Worth.

         "Consolidated EBIT" means, for any fiscal period, Consolidated Net 
Income for such period plus, to the extent deducted in determining 
Consolidated Net Income for such period, the aggregate amount of (i) 
Consolidated Interest Expense and (ii) income tax expense.

         "Consolidated EBITDA" means, for any fiscal period, Consolidated 
EBIT for such period plus, to the extent deducted in determining Consolidated 
Net Income for such period, the aggregate amount of depreciation, 
amortization and other similar non-cash charges.

         "Consolidated Interest Expense" means, for any period, the interest 
expense of the Borrower and its Consolidated Subsidiaries, determined on a 
consolidated basis for such period.

                                       5
<PAGE>

         "Consolidated Net Income" means, for any fiscal period, the net 
income of the Borrower and its Consolidated Subsidiaries, determined on a 
consolidated basis for such period, exclusive of the effect of any 
extraordinary gain (but not loss).

         "Consolidated Operating Cash Flow" means, for any fiscal period, 
Consolidated Net Income for such period plus, to the extent deducted in 
determining Consolidated Net Income for such period, the aggregate amount of 
depreciation and amortization.

         "Consolidated Rental Expense" means, for any period, the aggregate 
rental expense of the Borrower and its Consolidated Subsidiaries, determined 
on a consolidated basis for such period.

         "Consolidated Senior Debt" means at any date the Debt of the 
Borrower and its Consolidated Subsidiaries, exclusive of Subordinated Debt, 
determined on a consolidated basis as of such date.

         "Consolidated Subsidiary" means at any date any Subsidiary or other 
entity the accounts of which would be consolidated with those of the Borrower 
in its consolidated financial statements if such statements were prepared as 
of such date.

         "Consolidated Tax Expense" means, for any period, the aggregate 
income tax expense of the Borrower and its Consolidated Subsidiaries 
determined on a consolidated basis for such period.

         "Consolidated Total Debt" means at any date the Debt of the Borrower 
and its Consolidated Subsidiaries, exclusive of Subordinated Debt issued as 
consideration for Acquisitions, determined on a consolidated basis as of such 
date.

         "Credit Exposure" means, with respect to any Bank at any time, (i) 
the amount of its Commitment (whether used or unused) at such time or (ii) if 
the Commitments have terminated in their entirety, the aggregate outstanding 
principal amount of its Loans at such time.

         "Debt" of any Person means at any date, without duplication, (i) all 
obligations of such Person for borrowed money, (ii) all obligations of such 
Person evidenced by bonds, debentures, notes or other similar instruments, 
(iii) all obligations of such Person to pay the deferred purchase price of 
property or services, except trade accounts payable arising in the ordinary 
course of business, (iv) all obligations of such Person as lessee which are 
capitalized in accordance 

                                       6
<PAGE>

with generally accepted accounting principles, (v) all non-contingent 
obligations (and, for purposes of Section 5.09 and the definitions of 
Material Debt and Material Financial Obligations, all contingent obligations) 
of such Person to reimburse any bank or other Person in respect of amounts 
paid under a letter of credit or similar instrument, (vi) all Debt secured by 
a Lien on any asset of such Person, whether or not such Debt is otherwise an 
obligation of such Person and (vii) all Debt of others Guaranteed by such 
Person (excluding, in the case of a Guaranty by the Borrower, Guaranties of 
Debt of any Wholly-Owned Subsidiary to any other Wholly-Owned Subsidiary).

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

         "Derivatives Obligations" of any Person means all obligations of 
such Person in respect of any rate swap transaction, basis swap, forward rate 
transaction, commodity swap, commodity option, equity or equity index swap, 
equity or equity index option, bond option, interest rate option, foreign 
exchange transaction, cap transaction, floor transaction, collar transaction, 
currency swap transaction, cross-currency rate swap transaction, currency 
option or any other similar transaction (including any option with respect to 
any of the foregoing transactions) or any combination of the foregoing 
transactions.

         "Designated Lender" means, with respect to any Designating Bank, an 
Eligible Designee designated by it pursuant to Section 9.08(a) as a 
Designated Lender for purposes of this Agreement.

         "Designating Bank" means, with respect to each Designated Lender, 
the Bank that designated such Designated Lender pursuant to Section 9.08(a).

         "Designation Agreement" has the meaning set forth in Section 9.08(a).

         "Domestic Business Day" means any day except a Saturday, Sunday or 
other day on which commercial banks in New York City are authorized or 
required by law to close.

         "Domestic Lending Office" means, as to each Bank, its office located 
at its address set forth in its Administrative Questionnaire (or identified 
in its Administrative Questionnaire as its Domestic Lending Office) or such 
other office as such Bank may hereafter designate as its Domestic Lending 
Office by notice to the Borrower and the Administrative Agent.

                                       7
<PAGE>

         "Effective Date" means the date this Agreement becomes effective in 
accordance with Section 9.11.

         "Eligible Designee" means a special purpose corporation that (i) is 
organized under the laws of the United States or any state thereof, (ii) is 
engaged in making, purchasing or otherwise investing in commercial loans in 
the ordinary course of its business and (iii) issues (or the parent of which 
issues) commercial paper rated at least A-1 or the equivalent thereof by S&P 
or P-1 or the equivalent thereof by Moody's.

         "Environmental Laws" means any and all federal, state, local and 
foreign statutes, laws, judicial decisions, regulations, ordinances, rules, 
judgments, orders, decrees, plans, injunctions, permits, concessions, grants, 
franchises, licenses, agreements and other governmental restrictions relating 
to the environment or the effect of the environment on human health or to 
emissions, discharges or releases of pollutants, contaminants, Hazardous 
Substances or wastes into the environment, including, without limitation, 
ambient air, surface water, ground water or land, or otherwise relating to 
the manufacture, processing, distribution, use, treatment, storage, disposal, 
transport or handling of pollutants, contaminants, Hazardous Substances or 
wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended, or any successor statute.

         "ERISA Group" means the Borrower, any Subsidiary and all members of 
a controlled group of corporations and all trades or businesses (whether or 
not incorporated) under common control which, together with the Borrower or 
any Subsidiary, are treated as a single employer under Section 414 of the 
Internal Revenue Code.

         "Euro-Dollar Business Day" means any Domestic Business Day on which 
commercial banks are open for international business (including dealings in 
dollar deposits) in London.

         "Euro-Dollar Lending Office" means, as to each Bank, its office, 
branch or affiliate located at its address set forth in its Administrative 
Questionnaire (or identified in its Administrative Questionnaire as its 
Euro-Dollar Lending Office) or such other office, branch or affiliate of such 
Bank as it may hereafter designate as its Euro-Dollar Lending Office by 
notice to the Borrower and the Administrative Agent.

         "Euro-Dollar Loan" means a Committed Loan which bears interest at a

                                       8
<PAGE>

Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or 
Notice of Interest Rate Election.

         "Euro-Dollar Margin" means a rate per annum determined in accordance 
with the Pricing Schedule.

         "Euro-Dollar Rate" means a rate of interest determined pursuant to 
Section 2.07(b) on the basis of a London Interbank Offered Rate.

         "Euro-Dollar Reserve Percentage" means for any day that percentage 
(expressed as a decimal) which is in effect on such day, as prescribed by the 
Board of Governors of the Federal Reserve System (or any successor) for 
determining the maximum reserve requirement for a member bank of the Federal 
Reserve System in New York City with deposits exceeding five billion dollars 
in respect of "Eurocurrency liabilities" (or in respect of any other category 
of liabilities which includes deposits by reference to which the interest 
rate on Euro-Dollar Loans is determined or any category of extensions of 
credit or other assets which includes loans by a non-United States office of 
any Bank to United States residents).

         "Event of Default" has the meaning set forth in Section 6.01.

         "Facility Fee Rate" means a rate per annum determined in accordance 
with the Pricing Schedule.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded 
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted 
average of the rates on overnight Federal funds transactions with members of 
the Federal Reserve System arranged by Federal funds brokers on such day, as 
published by the Federal Reserve Bank of New York on the Domestic Business 
Day next succeeding such day, provided that (i) if such day is not a Domestic 
Business Day, the Federal Funds Rate for such day shall be such rate on such 
transactions on the next preceding Domestic Business Day as so published on 
the next succeeding Domestic Business Day and (ii) if no such rate is so 
published on such next succeeding Domestic Business Day, the Federal Funds 
Rate for such day shall be the average rate quoted to Morgan Guaranty Trust 
Company of New York on such day on such transactions as determined by the 
Administrative Agent.

         "Financing Documents" means this Agreement, the Notes, the 
Collateral Documents and the Subsidiary Guaranties.

                                       9
<PAGE>

         "First Amendment and Consent" means the First Amendment and Consent 
dated as of August 1, 1995 by and among United Asset Management Corporation, 
UAM Realty Advisors Investment corporation, Dewey Square Investors 
Corporation, United Asset Management Holidngs, Inc., United Asset Management 
Trademark, Inc., UAM Investment Corporation, Heitman Financial LTD., United 
Asset Management U.K. Holdings, Inc., Morgan Guaranty Trust Company of New 
York, The First National Bank of Boston, Mellon Bank, N.A., Deutsche Bank 
A.G. New York Branch/Cayman Islands Branch, Chemical Bank, Credit Lyonnais 
New York Branch, Credit Lyonnais Cayman Island Branch, Shawmut Bank, N.A., 
NationsBank, N.A., Daiwa Bank, Limited, Fleet Bank of Massachusetts, Baybank 
Boston, N.A., Wachovia Bank of Georgia, N.A. and Brown Brothers Harriman & Co.

         "Fixed Charge Coverage Ratio" means, at any date, the ratio of (i) 
the sum of (A) Consolidated EBITDA for the period of four consecutive fiscal 
quarters of the Borrower and its Consolidated Subsidiaries most recently 
ended on or prior to such date plus (B) Consolidated Rental Expense for such 
period to (ii) the sum of (A) Consolidated Interest Expense for such period 
plus (B) Consolidated Rental Expense for such period plus (C) the aggregate 
principal amount of scheduled amortization of Consolidated Senior Debt of the 
Borrower and its Consolidated Subsidiaries paid or required to be paid during 
such period plus (D) the aggregate amount of principal payments of 
Subordinated Debt (other than Subordinated Debt issued as consideration for 
Acquisitions with a final maturity less than one year from the date of 
issuance thereof) paid or required to be paid during such period plus (E) 
Consolidated Tax Expense for such period plus (F) all dividends or other 
distributions on any shares of the Borrower's capital stock (except dividends 
payable solely in shares of its capital stock) during such period.

         "Fixed Rate Loans" means Euro-Dollar Loans or Money Market Loans 
(excluding Money Market LIBOR Loans bearing interest at the Base Rate 
pursuant to Section 8.01) or any combination of the foregoing.

         "Foreign Subsidiary" has the meaning set forth in Section 5.17(c).

         "Group of Loans" means, at any time, a group of Loans consisting of 
(i) all Committed Loans which are Base Rate Loans at such time or (ii) all 
Euro-Dollar Loans having the same Interest Period at such time, provided 
that, if a Committed Loan of any particular Bank is converted to or made as a 
Base Rate Loan pursuant to Article 8, such Loan shall be included in the same 
Group or Groups of Loans from time to time as it would have been in if it had 
not been so converted or made.

                                       10
<PAGE>

         "Guarantee" by any Person means any obligation, contingent or 
otherwise, of such Person directly or indirectly guaranteeing any Debt of any 
other Person and, without limiting the generality of the foregoing, any 
obligation, direct or indirect, contingent or otherwise, of such Person (i) 
to purchase or pay (or advance or supply funds for the purchase or payment 
of) such Debt (whether arising by virtue of partnership arrangements, by 
virtue of an agreement to keep-well, to purchase assets, goods, securities or 
services, to take-or-pay, or to maintain financial statement conditions or 
otherwise), (ii) to reimburse a bank for amounts drawn under a letter of 
credit for the purpose of paying such Debt or (iii) entered into for the 
purpose of assuring in any other manner the holder of such Debt of the 
payment thereof or to protect such holder against loss in respect thereof (in 
whole or in part), provided that the term Guarantee shall not include 
endorsements for collection or deposit in the ordinary course of business. 
The term "Guarantee" used as a verb has a corresponding meaning.

         "Guaranty Subsidiaries" means the Subsidiaries identified as 
Guaranty Subsidiaries on Exhibit G hereto and any other Subsidiary of the 
Borrower that provides a Guarantee of the Borrower's obligations in favor of 
the Agents and the Banks pursuant to Section 5.17(b).

         "Hazardous Substances" means any toxic, radioactive, caustic or 
otherwise hazardous substance, including petroleum, its derivatives, 
by-products and other hydrocarbons, or any substance having any constituent 
elements displaying any of the foregoing characteristics.

         "Heitman" means Heitman Financial Ltd., an Illinois corporation and 
a Subsidiary of the Borrower, and its successors.

         "Heitman Debt" means Debt identified as such on Exhibit H hereto.

         "Heitman Guarantor Debt" means Debt identified as such on Exhibit H 
hereto.

         "Heitman Pledge Agreement" means the Heitman Pledge Agreement dated 
as of August 25, 1993 executed and delivered by Heitman in favor of the 
Collateral Agent, as amended by the First Amendment and Consent, as the same 
may be amended from time to time.

         "Indemnitee" has the meaning set forth in Section 9.03(b).

         "Interest Period" means:

                                       11
<PAGE>

         (1) with respect to each Euro-Dollar Loan, the period commencing on 
the date of borrowing specified in the applicable Notice of Borrowing or on 
the date specified in an applicable Notice of Interest Rate Election and 
ending one, two, three or six months (or, if each Bank at the time indicates 
its consent by notice to the Administrative Agent, nine or twelve months) 
thereafter, as the Borrower may elect in such notice; provided that:

                   (a) any Interest Period which would otherwise end on a day 
         which is not a Euro-Dollar Business Day shall be extended to the 
         next succeeding Euro-Dollar Business Day unless such Euro-Dollar 
         Business Day falls in another calendar month, in which case such 
         Interest Period shall end on the next preceding Euro-Dollar Business 
         Day; 

                   (b) any Interest Period which begins on the last 
         Euro-Dollar Business Day of a calendar month (or on a day for which 
         there is no numerically corresponding day in the calendar month at 
         the end of such Interest Period) shall, subject to clause (c) below, 
         end on the last Euro-Dollar Business Day of a calendar month; and 

                   (c) any Interest Period which would otherwise end after 
         the Termination Date shall end on the Termination Date. 

         (2) with respect to each Money Market LIBOR Loan, the period 
commencing on the date of borrowing specified in the applicable Notice of 
Borrowing and ending such whole number of months thereafter as the Borrower 
may elect in accordance with Section 2.03; provided that:

                   (a) any Interest Period which would otherwise end on a day 
         which is not a Euro-Dollar Business Day shall be extended to the 
         next succeeding Euro-Dollar Business Day unless such Euro-Dollar 
         Business Day falls in another calendar month, in which case such 
         Interest Period shall end on the next preceding Euro-Dollar Business 
         Day; 

                   (b) any Interest Period which begins on the last 
         Euro-Dollar Business Day of a calendar month (or on a day for which 
         there is no numerically corresponding day in the calendar month at 
         the end of such Interest Period) shall, subject to clause (c) below, 
         end on the last Euro-Dollar Business Day of a calendar month; and 

                   (c) any Interest Period which would otherwise end after 
         the Termination Date shall end on the Termination Date; and 

                                       12
<PAGE>

         (3) with respect to each Money Market Absolute Rate Loan, the period 
commencing on the date of borrowing specified in the applicable Notice of 
Borrowing and ending such number of days thereafter (but not less than 7 
days) as the Borrower may elect in accordance with Section 2.03; provided 
that:

                   (a) any Interest Period which would otherwise end on a day 
         which is not a Euro-Dollar Business Day shall be extended to the 
         next succeeding Euro-Dollar Business Day; and

                   (b) any Interest Period which would otherwise end after 
         the Termination Date shall end on the Termination Date.

         "Internal Revenue Code" means the Internal Revenue Code of 1986, as 
amended, or any successor statute.

         "Investment" means any investment in any Person, whether by means of 
share purchase, capital contribution, loan, Guarantee, time deposit or 
otherwise (but not including any demand deposit).

         "Invitation for Money Market Quotes" has the meaning set forth in 
Section 2.03(c).

         "J.R. Senecal Securities Pledge Agreement" means the Securities 
Pledge Agreement dated as of January 7, 1997 between United Asset Management 
Corporation and The First National Bank of Boston, as Collateral Agent, with 
respect to the pledge of 65% of the shares of J.R. Senecal & Associates 
Investment Counsel Corp. and 503652 N.B. Inc.

         "Leverage Ratio" has the meaning set forth in Section 5.11.

         "LIBOR Auction" means a solicitation of Money Market Quotes setting 
forth Money Market Margins based on the London Interbank Offered Rate 
pursuant to Section 2.03.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge, 
charge, security interest or encumbrance of any kind, or any other type of 
preferential arrangement that has the practical effect of creating a security 
interest, in respect of such asset. For the purposes of this Agreement, the 
Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset 
which it has acquired or holds subject to the interest of a vendor or lessor 
under any conditional sale agreement, capital lease or other title retention 
agreement relating 

                                       13
<PAGE>

to such asset.

         "LML Holdings Securities Pledge Agreement" means the Securities 
Pledge Agreement dated as of December 5, 1997 between LML Holdings, Inc. and 
The First National Bank of Boston, as Collateral Agent, with respect to the 
pledge of the shares of Lincluden Management Limited.

         "Loan" means a Committed Loan or a Money Market Loan and "Loans" 
means Committed Loans or Money Market Loans or any combination of the 
foregoing.

         "London Interbank Offered Rate" has the meaning set forth in Section 
2.07(b).

         "Material Debt" means Debt (other than the Loans) of the Borrower 
and/or one or more of its Subsidiaries, arising in one or more related or 
unrelated transactions, in an aggregate principal or face amount exceeding 
$25,000,000.

         "Material Financial Obligations" means a principal or face amount of 
Debt (other than the Loans) and/or payment or collateralization obligations 
in respect of Derivatives Obligations of the Borrower and/or one or more of 
its Subsidiaries, arising in one or more related or unrelated transactions, 
exceeding in the aggregate $10,000,000.

         "Material Plan" means at any time a Plan or Plans having aggregate 
Unfunded Liabilities in excess of $500,000.

         "Money Market Absolute Rate" has the meaning set forth in Section 
2.03(d).

         "Money Market Absolute Rate Loan" means a loan made or to be made by 
a Bank pursuant to an Absolute Rate Auction.

         "Money Market Lending Office" means, as to each Bank, its Domestic 
Lending Office or such other office, branch or affiliate of such Bank as it 
may hereafter designate as its Money Market Lending Office by notice to the 
Borrower and the Administrative Agent; provided that any Bank may from time 
to time by notice to the Borrower and the Administrative Agent designate 
separate Money Market Lending Offices for its Money Market LIBOR Loans, on 
the one hand, and its Money Market Absolute Rate Loans, on the other hand, in 
which case all references herein to the Money Market Lending Office of such 
Bank shall be deemed to refer to either or both of such offices, as the 
context may require.

                                       14
<PAGE>

         "Money Market LIBOR Loan" means a loan made or to be made by a Bank 
pursuant to a LIBOR Auction (including any such loan bearing interest at the 
Base Rate pursuant to Section 8.01).

         "Money Market Loan" means a Money Market LIBOR Loan or a Money 
Market Absolute Rate Loan.

         "Money Market Margin" has the meaning set forth in Section 
2.03(d)(ii)(C).

         "Money Market Quote" means an offer by a Bank to make a Money Market 
Loan in accordance with Section 2.03.

         "Multiemployer Plan" means at any time an employee pension benefit 
plan within the meaning of Section 4001(a)(3) of ERISA to which any member of 
the ERISA Group is then making or accruing an obligation to make 
contributions or has within the preceding five plan years made contributions, 
including for these purposes any Person which ceased to be a member of the 
ERISA Group during such five year period.

         "Murray Johnstone" means Murray Johnstone Holdings Limited, a 
company incorporated in Scotland and a Subsidiary of the Borrower.

         "Murray Johnstone Limited Debt" means Debt identified as such on 
Exhibit H hereto.

         "Non-Facility Borrowing" has the meaning set forth in Section 5.10.

         "Notes" means promissory notes of the Borrower, substantially in the 
form of Exhibit A hereto, evidencing the obligation of the Borrower to repay 
the Loans, and "Note" means any one of such promissory notes issued hereunder.

         "Notice of Borrowing" means a Notice of Committed Borrowing or a 
Notice of Money Market Borrowing.

         "Notice of Committed Borrowing" has the meaning set forth in Section 
2.02.

         "Notice of Interest Rate Election" has the meaning set forth in 
Section 2.16.

         "Notice of Money Market Borrowing" has the meaning set forth in 
Section 2.03(f).

                                       15
<PAGE>

         "Original Agreement" has the meaning set forth in the recitals 
hereto.

         "Parent" means, with respect to any Bank, any Person controlling 
such Bank.

         "Participant" has the meaning set forth in Section 9.07(b).

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity 
succeeding to any or all of its functions under ERISA.

         "Permitted Acquisition" has the meaning set forth in Section 5.08.

         "Permitted Business" means the business of managing securities or 
other portfolios (including but not limited to real estate, timber and 
foreign currencies) and related activities, provided, however, that the 
Relevant Cash Flow (as defined below) of all Subsidiaries of the Borrower 
engaged primarily in the business of managing securities shall at all times 
equal or exceed 60% of the Relevant Cash Flow of all of the Borrower's 
Subsidiaries. For any Subsidiary, the "Relevant Cash Flow" shall mean the 
greater of (i) the Cash Flow of such Subsidiary for the four complete 
consecutive fiscal quarters of such Subsidiary immediately preceding the 
Acquisition of such Subsidiary by the Borrower or a Subsidiary of the 
Borrower, and (ii) the projected Cash Flow (calculated, if applicable, as the 
"Base UAM Distribution" as defined in the Revenue Sharing Agreement relating 
to such Subsidiary) of such Subsidiary for the four complete consecutive 
fiscal quarters of the Borrower immediately following the Acquisition of such 
Subsidiary, as determined by the Borrower at the time of the Acquisition and 
set forth in projections furnished to each Bank at least 10 days prior to the 
consummation of such Acquisition.

         "Person" means an individual, a corporation, a limited liability 
company, a partnership, an association, a trust or any other entity or 
organization, including a government or political subdivision or an agency or 
instrumentality thereof.

         "Plan" means at any time an employee pension benefit plan (other 
than a Multiemployer Plan) which is covered by Title IV of ERISA or subject 
to the minimum funding standards under Section 412 of the Internal Revenue 
Code and either (i) is maintained, or contributed to, by any member of the 
ERISA Group for employees of any member of the ERISA Group or (ii) has at any 
time within the preceding five years been maintained, or contributed to, by 
any Person which was at such time a member of the ERISA Group for employees 
of any Person which was at such time a member of the ERISA Group.

                                       16



<PAGE>


         "Pledge Agreement" means the Pledge Agreement dated as of May 18, 1992
between the Borrower and the Collateral Agent, as amended by the First Amendment
and Consent, as the same may be amended from time to time.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

         "Quarterly Payment Dates" means each March 31, June 30, September 30
and December 31.

         "Reference Banks" means BankBoston, N.A., Deutsche Bank AG, New York
Branch and/or Cayman Islands Branches, and Morgan Guaranty Trust Company of New
York, and "Reference Bank" means any one of such Reference Banks.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "Required Banks" means at any time Banks having more than 50% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing more than 50% of the aggregate unpaid
principal amount of the Loans.

         "Restricted Payment" means any payment made on account of the purchase,
redemption, retirement or acquisition of (a) any shares of the Borrower's
capital stock or (b) any option, warrant or other right to acquire shares of the
Borrower's capital stock (but not including payments of principal, premium (if
any) or interest made pursuant to the terms of convertible debt securities prior
to conversion), but only if and to the extent that the aggregate amount of such
payments subsequent to the Closing Date exceeds $500,000,000.

         "Revenue Sharing Agreements" means agreements among the Borrower, any
of its Subsidiaries and the management of any such Subsidiaries, pursuant to
which a portion of the revenues generated by such Subsidiary are paid to the
Borrower, as the same may be amended, supplemented or otherwise modified from
time to time.

         "Revolving Credit Period" means the period from and including the


                                       17
<PAGE>


Closing Date to but not including the Termination Date.

         "Security Agreement" means the Security Agreement dated as of May 18,
1992 executed and delivered by the Borrower in favor of the Collateral Agent, as
amended by the First Amendment and Consent, as the same may be amended from time
to time.

         "Senior Noteholders" means purchasers of the Senior Notes.

         "Senior Notes" means the Borrower's $150,000,000 7.12% Senior Secured
Notes due August 25, 2005.

         "Subordinated Debt" means the Debt of the Borrower set forth on Exhibit
I hereto, and all future Debt incurred by the Borrower which Debt is
specifically subordinated to the payment in full of all obligations to the Banks
pursuant to documentation substantially in the form of Exhibit J hereto or
pursuant to terms and conditions satisfactory to the Required Banks.

         "Subsidiaries Pledge Agreement" means the Subsidiaries Pledge Agreement
dated as of May 18, 1992 executed and delivered by UAM Holdings in favor of the
Collateral Agent, as amended by the First Amendment and Consent, as the same may
be amended from time to time.

         "Subsidiaries Security Agreement" means the Subsidiaries Security
Agreement dated as of May 18, 1992 executed and delivered by UAM Holdings,
United Asset Management Trademark, Inc. and UAM Investment Corporation in favor
of the Collateral Agent, as amended by the First Amendment and Consent, as the
same may be amended from time to time.

         "Subsidiary" means, as to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

         "Subsidiary Guaranties" means the documents listed on Exhibit F hereto.

         "Temporary Cash Investment" means any Investment in (i) direct
obligations of the United States or any agency thereof, or obligations
guaranteed by the United States or any agency thereof, (ii) commercial paper
rated at least A-1 by Standard & Poor's Rating Group and P-1 by Moody's
Investors Service, 


                                       18
<PAGE>


Inc., (iii) time deposits with, including certificates of deposit issued by, any
office located in the United States of any bank or trust company which is
organized under the laws of the United States or any state thereof and has
capital, surplus and undivided profits aggregating at least $500,000,000, (iv)
money market mutual funds having net assets of over $500,000,000 or (v)
repurchase agreements with respect to securities described in clause (i) above
entered into with an office of a bank or trust company meeting the criteria
specified in clause (iii) above, provided in each case that such Investment
matures within one year from the date of acquisition thereof by the Borrower or
a Subsidiary.

         "Termination Date" means April 29, 2003, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

         "Trademark Subordination Agreement" means the Amended and Restated
Subordination Agreement dated as of August 1, 1995 executed and delivered by the
Borrower and United Asset Management Trademark, Inc. in favor of the Banks, the
Agents and the Senior Noteholders, as the same may be amended from time to time.

         "UAM Holdings" means United Asset Management Holdings, Inc., a Delaware
corporation and a Subsidiary of the Borrower, and its successors.

         "UAM Investment" means UAM Investment Corporation, a Delaware
corporation and a Subsidiary of the Borrower, and its successors.

         "UAM Investment Debt" means Debt identified as such on Exhibit H
hereto.

         "UAM Securities Pledge Agreement" means the Securities Pledge Agreement
dated as of December 5, 1997 between United Asset Management Corporation and The
First National Bank of Boston, as Collateral Agent, with respect to the pledge
of 65% of the shares of 505268 N.B. Inc.

         "UAM Trademark Debt" means Debt identified as such on Exhibit H hereto.

         "UAM U.K. Holdings" means United Asset Management U.K. Holdings, Inc.,
a Delaware corporation and a Subsidiary of the Borrower, and its successors.

         "UAM U.K. Holdings Charge of Shares" means the Charge of Shares dated
August 28, 1996 between UAM U.K. Holdings, Inc. and The First National Bank of
Boston, as Collateral Agent, with respect to the pledge by UAM U.K. 


                                       19
<PAGE>


Holdings, Inc. of 65% of the shares of Rogge Global Partners, plc

         "UAM U.K. Holdings Pledge Agreement" means the UAM U.K. Holdings Pledge
Agreement dated as of November 17, 1993 executed and delivered by UAM U.K.
Holdings in favor of the Collateral Agent, as amended by the First Amendment and
Consent, as the same may be amended from time to time.

         "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

         "United States" means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

         "Wholly-Owned Subsidiary" means any Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Borrower.

         SECTION 1.2. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the Banks; provided that, if the Borrower notifies the Administrative Agent
that the Borrower wishes to amend any covenant in Article 5 to eliminate the
effect of any change in generally accepted accounting principles on the
operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Banks wish to amend Article 5 for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
generally accepted accounting principles in effect immediately before the
relevant change in generally accepted accounting principles became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the 


                                       20
<PAGE>


Required Banks.

         SECTION 1.3. Types of Borrowings. The term "Borrowing" denotes (i) the
aggregation of Loans made or to be made to the Borrower by one or more Banks
pursuant to Article 2 on the same day, all of which Loans are of the same type
(subject to Article 2) and, except in the case of Base Rate Loans, have the same
initial Interest Period or (ii) if the context so requires, the borrowing of
such Loans. Borrowings are classified for purposes hereof either (i) by
reference to the pricing of Loans comprising such Borrowing (e.g., a
"Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or (ii)
by reference to the provisions of Article 2 under which participation therein is
determined (i.e., a "Committed Borrowing" is a Borrowing under Section 2.01 in
which all Banks participate in proportion to their Commitments, while a "Money
Market Borrowing" is a Borrowing under Section 2.03 in which one or more Banks
participate on the basis of their bids).



                                    ARTICLE 2

                                   THE CREDITS

         SECTION 2.1. Commitments to Lend. Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, to make loans to the Borrower
pursuant to this Section from time to time during the Revolving Credit Period;
provided that, immediately after each such loan is made, (i) the aggregate
outstanding principal amount of such Bank's Committed Loans shall not exceed its
Commitment and (ii) the aggregate outstanding principal amount of all the Loans
shall not exceed the aggregate amount of the Commitments. Each Borrowing under
this Section shall be in an aggregate principal amount of $5,000,000 or any
larger multiple of $1,000,000 (except that any such Borrowing may be in the
aggregate amount available in accordance with Section 3.02) and shall be made
from the several Banks ratably in proportion to their respective Commitments.
Within the foregoing limits, the Borrower may borrow under this Section, repay,
or to the extent permitted by Section 2.10, prepay Committed Loans and reborrow
at any time during the Revolving Credit Period under this Section.

         SECTION 2.2. Notice of Committed Borrowing. The Borrower shall give the
Administrative Agent notice (a "Notice of Committed Borrowing") not later than
10:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and
(y) the third Euro-Dollar Business Day before each Euro-Dollar 


                                       21
<PAGE>


Borrowing, specifying:

                  (i) the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Base Rate Borrowing or a Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing;

                 (ii)    the aggregate amount of such Borrowing;

                (iii) whether the Loans comprising such Borrowing are to bear
         interest initially at the Base Rate or a Euro-Dollar Rate; and

                 (iv) in the case of a Euro-Dollar Borrowing, the duration of
         the initial Interest Period applicable thereto, subject to the
         provisions of the definition of Interest Period.

         SECTION 2.3. Money Market Borrowings. (a) The Money Market Option. In
addition to Committed Borrowings pursuant to Section 2.01, the Borrower may, as
set forth in this Section, request the Banks to make offers to make Money Market
Loans to the Borrower from time to time during the Revolving Credit Period in
amounts such that the aggregate outstanding principal amount of all Money Market
Loans shall not exceed $200,000,000. The Banks may, but shall have no obligation
to, make such offers and the Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.

          (b) Money Market Quote Request. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile a Money Market Quote Request
substantially in the form of Exhibit M hereto so as to be received not later
than 10:30 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day
before the date of Borrowing proposed therein, in the case of a LIBOR Auction or
(y) the Domestic Business Day next preceding the date of Borrowing proposed
therein, in the case of an Absolute Rate Auction (or, in either case, such other
time or date as the Borrower and the Administrative Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the Money
Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective) specifying:

                  (i) the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,


                                       22
<PAGE>


                 (ii) the aggregate amount of such Borrowing, which shall be
         $5,000,000 or a larger multiple of $1,000,000,

                (iii) the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

                 (iv) whether the Money Market Quotes requested are to set forth
         a Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Administrative Agent may agree) of any
other Money Market Quote Request.

          (c) Invitation for Money Market Quotes. Promptly after receiving a
Money Market Quote Request, the Administrative Agent shall send to the Banks by
telex or facsimile an Invitation for Money Market Quotes substantially in the
form of Exhibit N hereto (an "Invitation for Money Market Quotes"), which shall
constitute an invitation by the Borrower to each Bank to submit Money Market
Quotes offering to make the Money Market Loans to which such Money Market Quote
Request relates in accordance with this Section.

          (d) Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this Section 2.03(d) and must be
submitted to the Administrative Agent by telex or facsimile at its address
specified in or pursuant to Section 9.01 not later than (x) 2:00 P.M. (New York
City time) on the fourth Euro-Dollar Business Day before the proposed date of
Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time)
on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as the Borrower and the Administrative
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided that
Money Market Quotes submitted by the Administrative Agent (or any affiliate of
the Administrative Agent) in the capacity of a Bank may be submitted, and may
only be submitted, if the Administrative Agent or such affiliate notifies the
Borrower of the terms of the offer or offers contained therein not later than
(x) one hour before the deadline for the other Banks, in the case of a LIBOR
Auction or 


                                       23
<PAGE>


(y) 15 minutes before the deadline for the other Banks, in the case of an
Absolute Rate Auction. Subject to Articles 3 and 6, any Money Market Quote so
made shall not be revocable except with the written consent of the
Administrative Agent given on the instructions of the Borrower.

                 (ii) Each Money Market Quote shall be substantially in the form
         of Exhibit O hereto and shall in any case specify:

                           (A)   the proposed date of Borrowing,

                           (B) the principal amount of the Money Market Loan for
                  which each such offer is being made, which principal amount
                  (w) may be greater than or less than the Commitment of the
                  quoting Bank, (x) must be $5,000,000 or a larger multiple of
                  $1,000,000, (y) may not exceed the principal amount of Money
                  Market Loans for which offers were requested and (z) may be
                  subject to an aggregate limitation as to the principal amount
                  of Money Market Loans for which offers being made by such
                  quoting Bank may be accepted,

                           (C) in the case of a LIBOR Auction, the margin above
                  or below the applicable London Interbank Offered Rate (the
                  "Money Market Margin") offered for each such Money Market
                  Loan, expressed as a percentage (specified to the nearest
                  1/10,000 of 1%) to be added to or subtracted from such base
                  rate,

                           (D) in the case of an Absolute Rate Auction, the rate
                  of interest per annum (specified to the nearest 1/10,000 of
                  1%) (the "Money Market Absolute Rate") offered for each such
                  Money Market Loan, and

                           (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

                (iii) Any Money Market Quote shall be disregarded if it:

                           (A) is not substantially in conformity with Exhibit O
                  hereto or does not specify all of the information required by


                                       24
<PAGE>


                  subsection 2.03(d)(ii) above;

                           (B) contains qualifying, conditional or similar
language;

                           (C) proposes terms other than or in addition to those
                  set forth in the applicable Invitation for Money Market
                  Quotes; or

                           (D) arrives after the time set forth in subsection
2.03(d)(i).

          (e) Notice to Borrower. The Administrative Agent shall promptly notify
the Borrower of the terms of (i) any Money Market Quote submitted by a Bank that
is in accordance with Section 2.03(d) and (ii) any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the aggregate principal amount of Money
Market Loans for which offers have been received for each Interest Period
specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

          (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day before the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify the
Administrative Agent of its acceptance or non-acceptance of the offers so
notified to it pursuant to Section 2.03(e). In the case of acceptance, such
notice (a "Notice of Money Market Borrowing") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted. The
Borrower may accept any Money Market Quote in whole or in part; provided that:

                  (i) the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the related


                                       25
<PAGE>


         Money Market Quote Request;

                 (ii) the principal amount of each Money Market Borrowing must
         be $5,000,000 or a larger multiple of $1,000,000;

                (iii) acceptance of offers may only be made on the basis of
         ascending Money Market Margins or Money Market Absolute Rates, as the
         case may be;

                 (iv) the Borrower may not accept any offer that is described in
         subsection 2.03(d)(iii) or that otherwise fails to comply with the
         requirements of this Agreement; and

                  (v) immediately after such Money Market Borrowing is made, the
         aggregate outstanding principal amount of the Loans shall not exceed
         the aggregate amount of the Commitments.

          (g) Allocation by Administrative Agent. If offers are made by two or
more Banks with the same Money Market Margins or Money Market Absolute Rates, as
the case may be, for a greater aggregate principal amount than the amount in
respect of which such offers are accepted for the related Interest Period, the
principal amount of Money Market Loans in respect of which such offers are
accepted shall be allocated by the Administrative Agent among such Banks as
nearly as possible (in multiples of $1,000,000, as the Administrative Agent may
deem appropriate) in proportion to the aggregate principal amounts of such
offers. Determinations by the Administrative Agent of the amounts of Money
Market Loans shall be conclusive in the absence of manifest error.

         SECTION 2.4. Notice to Banks; Funding of Loans. (a) Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of
the contents thereof and of such Bank's share (if any) of such Borrowing and
such Notice of Borrowing shall not thereafter be revocable by the Borrower.

          (b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall make available its share of
such Borrowing, in Federal or other funds immediately available in New York
City, to the Administrative Agent at its address referred to in Section 9.01.
Unless the Administrative Agent determines that any applicable condition
specified in Article 3 has not been satisfied, the Administrative Agent will
make the funds so received from the Banks available to the Borrower at the
Administrative Agent's aforesaid address.


                                       26
<PAGE>


          (c) Unless the Administrative Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not make available
to the Administrative Agent such Bank's share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share available to
the Administrative Agent on the date of such Borrowing in accordance with
subsection (b) of this Section and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Administrative Agent, such Bank and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) if such amount is repaid by the
Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the
interest rate applicable thereto pursuant to Section 2.06 and (ii) if such
amount is repaid by such Bank, the Federal Funds Rate. If such Bank shall repay
to the Administrative Agent such corresponding amount, such amount so repaid
shall constitute such Bank's Loan included in such Borrowing for purposes of
this Agreement.

         SECTION 2.5. Notes. (a) The Loans of each Bank shall be evidenced by a
single Note payable to the order of such Bank for the account of its Applicable
Lending Office in an amount equal to the aggregate unpaid principal amount of
such Bank's Loans.

          (b) Each Bank may, by notice to the Borrower and the Administrative
Agent, request that its Loans of a particular type be evidenced by a separate
Note in an amount equal to the aggregate unpaid principal amount of such Loans.
Each such Note shall be in substantially the form of Exhibit A hereto with
appropriate modifications to reflect the fact that it evidences solely Loans of
the relevant type. Each reference in this Agreement to the "Note" of such Bank
shall be deemed to refer to and include any or all of such Notes, as the context
may require.

          (c) Upon receipt of each Bank's Note pursuant to Section 3.01(a), the
Administrative Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each


                                       27
<PAGE>


such Loan then outstanding; provided that the failure of any Bank to make any
such recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.

         SECTION 2.6. Maturity of Loans. (a) Each Committed Loan shall mature,
and the principal amount thereof shall be due and payable (together with
interest accrued thereon), on the Termination Date.

          (b) Each Money Market Loan included in any Money Market Borrowing
shall mature, and the principal amount thereof shall be due and payable
(together with interest accrued thereon), on the last day of the Interest Period
applicable to such Borrowing.

         SECTION 2.7. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable quarterly in arrears on each
Quarterly Payment Date and at maturity. Any overdue principal of or interest on
any Base Rate Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 2% plus the rate otherwise
applicable to Base Rate Loans for such day.

          (b) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

         The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Reference Banks in the London interbank market at approximately
11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of
such Interest Period in an amount approximately equal to the principal amount of
the Euro-Dollar Loan of such Reference Bank to which such Interest Period is to
apply and for a period of time comparable to such Interest Period.


                                       28
<PAGE>


          (c) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to the Interest Period for
such Loan on the day before such payment was due and (ii) the sum of 2% plus the
Euro-Dollar Margin for such day plus the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded
upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per
annum at which one day (or, if such amount due remains unpaid more than three
Euro-Dollar Business Days, then for such other period of time not longer than
three months as the Administrative Agent may select) deposits in dollars in an
amount approximately equal to such overdue payment due to each of the Reference
Banks are offered to such Reference Bank in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar
Reserve Percentage (or, if the circumstances described in clause (a) or (b) of
Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the
rate applicable to Base Rate Loans for such day).

          (d) Subject to Section 8.01, each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.07(b) as if the related Money Market LIBOR Borrowing were a Euro-Dollar
Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making
such Loan. Each Money Market Absolute Rate Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by
the Bank making such Loan. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day.

          (e) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give prompt
notice to the Borrower and the participating Banks of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.

          (f) Each Reference Bank agrees to use its best efforts to furnish


                                       29
<PAGE>


quotations to the Administrative Agent as contemplated by this Section. If any
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

         SECTION 2.8. Fees. (a) The Borrower shall pay to the Administrative
Agent, for the account of the Banks ratably in proportion to their Credit
Exposures, a facility fee calculated for each day at the Facility Fee Rate for
such day (determined in accordance with the Pricing Schedule) on the aggregate
amount of the Credit Exposures on such day. Such facility fee shall accrue for
each day from and including the Effective Date to but excluding the day on which
the Credit Exposures are reduced to zero.

          (b) The Borrower shall pay to the Administrative Agent on the Closing
Date for the account of the Banks in proportion to their respective Commitments,
participation fees in amounts specified in the letter agreement dated February
26, 1998 signed by certain parties, including the Borrower and the
Administrative Agent.

          (c) Fees accrued for the account of the Banks under this Section shall
be payable quarterly in arrears on each Quarterly Payment Date and on the day on
which the Commitments terminate in their entirety (and, if later, on the day on
which the Credit Exposures are reduced to zero).

         SECTION 2.9. Optional Termination or Reduction of Commitments . During
the Revolving Credit Period, the Borrower may, upon at least three Domestic
Business Days' notice to the Administrative Agent, (i) terminate the Commitments
at any time, if no Loans are outstanding at such time or (ii) ratably reduce
from time to time by an aggregate amount of $5,000,000 or a larger multiple of
$1,000,000, the aggregate amount of the Commitments in excess of the aggregate
outstanding principal amount of the Loans.

         SECTION 2.10. Mandatory Termination of Commitments. The Commitments
shall terminate on the Termination Date and any Loans then outstanding (together
with accrued interest thereon) shall be due and payable on such date.

         SECTION 2.11. Optional Prepayments. (a) Subject in the case of any
Euro-Dollar Loan to Section 2.13, the Borrower may, upon at least one Domestic


                                       30
<PAGE>


Business Day's notice to the Administrative Agent, prepay any Base Rate Loan (or
any Money Market Loan bearing interest at the Base Rate pursuant to Section
8.01) or upon at least three Euro-Dollar Business Days' notice to the
Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in
whole at any time, or from time to time in part in amounts aggregating
$5,000,000 or any larger multiple of $1,000,000, by paying the principal amount
to be prepaid together with accrued interest thereon to the date of prepayment.
Each such optional prepayment shall be applied to prepay ratably the Loans of
the several Banks included in such Group of Loans (or such Money Market
Borrowing).

          (b) Except as provided in Section 2.11(a) above, the Borrower may not
prepay all or any portion of the principal amount of any Money Market Loan
before the maturity thereof.

          (c) Upon receipt of a notice of prepayment pursuant to this Section,
the Administrative Agent shall promptly notify each Bank of the contents thereof
and of such Bank's ratable share (if any) of such prepayment and such notice
shall not thereafter be revocable by the Borrower.

         SECTION 2.12. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01. The
Administrative Agent will promptly distribute to each Bank its ratable share of
each such payment received by the Administrative Agent for the account of the
Banks. Whenever any payment of principal of, or interest on, the Base Rate Loans
or of fees shall be due on a day which is not a Domestic Business Day, the date
for payment thereof shall be extended to the next succeeding Domestic Business
Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans
shall be due on a day which is not a Euro-Dollar Business Day, the date for
payment thereof shall be extended to the next succeeding Euro-Dollar Business
Day unless such Euro-Dollar Business Day falls in another calendar month, in
which case the date for payment thereof shall be the next preceding Euro-Dollar
Business Day. Whenever any payment of principal of, or interest on, the Money
Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the
date for payment thereof shall be extended to the next succeeding Euro-Dollar
Business Day. If the date for any payment of principal is extended by operation
of law or otherwise, interest thereon shall be payable for such extended time.


                                       31
<PAGE>


          (b) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Banks
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent that
the Borrower shall not have so made such payment, each Bank shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Rate.

         SECTION 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a different type of Loan (whether such payment or conversion is
pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day
of an Interest Period applicable thereto, or the last day of an applicable
period fixed pursuant to Section 2.07(c), or if the Borrower fails to borrow,
prepay, convert or continue any Fixed Rate Loan after notice has been given to
any Bank in accordance with Section 2.04(a), 2.11(c) or 2.16(c), the Borrower
shall reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after such payment or conversion or failure to borrow,
prepay, convert or continue; provided that such Bank shall have delivered to the
Borrower a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

         SECTION 2.14. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

         SECTION 2.15. Regulation D Compensation. Each Bank may require the
Borrower to pay, contemporaneously with each payment of interest on the
Euro-Dollar Loans, additional interest on the related Euro-Dollar Loan of such
Bank at a rate per annum determined by such Bank up to but not exceeding the
excess of 


                                       32
<PAGE>


(i) (A) the applicable London Interbank Offered Rate divided by (B) one minus
the Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank
Offered Rate. Any Bank wishing to require payment of such additional interest
(x) shall so notify the Borrower and the Administrative Agent, in which case
such additional interest on the Euro-Dollar Loans of such Bank shall be payable
to such Bank at the place indicated in such notice with respect to each Interest
Period commencing at least three Euro-Dollar Business Days after the giving of
such notice and (y) shall notify the Borrower at least five Euro-Dollar Business
Days prior to each date on which interest is payable on the Euro-Dollar Loans of
the amount then due it under this Section. Such Bank's notice to the Borrower
shall set forth in reasonable detail its calculation of such additional interest
and such calculation shall be conclusive in the absence of manifest error if
prepared reasonably and in good faith.

         SECTION 2.16. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject to Section 2.16(d)
and the provisions of Article 8, as follows:

                  (i) if such Loans are Base Rate Loans, the Borrower may elect
         to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar
         Business Day;

                 (ii) if such Loans are Euro-Dollar Loans, the Borrower may
         elect to convert such Loans to Base Rate Loans as of any Domestic
         Business Day or elect to continue such Loans as Euro-Dollar Loans for
         an additional Interest Period, subject to Section 2.13 if any such
         conversion is effective on any day other than the last day of an
         Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Administrative Agent not later than 10:30 A.M. (New York
City time) on the third Euro-Dollar Business Day before the conversion or
continuation selected in such notice is to be effective. A Notice of Interest
Rate Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such Group and (ii) the portion
to which such Notice applies, and the remaining portion to which it does not
apply, are each at least $5,000,000 (unless such portion is comprised of Base
Rate Loans). 


                                       33
<PAGE>


If no such notice is timely received before the end of an Interest Period for
any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected
that such Group of Loans be converted to Base Rate Loans at the end of such
Interest Period.

          (b)   Each Notice of Interest Rate Election shall specify:

                  (i)    the Group of Loans (or portion thereof) to which such 
         notice applies;

                 (ii) the date on which the conversion or continuation selected
         in such notice is to be effective, which shall comply with the
         applicable clause of Section 2.16(a) above;

                (iii) if the Loans comprising such Group are to be converted,
         the new type of Loans and, if the Loans resulting from such conversion
         are to be Euro-Dollar Loans, the duration of the next succeeding
         Interest Period applicable thereto; and

                 (iv) if such Loans are to be continued as Euro-Dollar Loans for
         an additional Interest Period, the duration of such additional Interest
         Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

          (c) Promptly after receiving a Notice of Interest Rate Election from
the Borrower pursuant to Section 2.16(a) above, the Administrative Agent shall
notify each Bank of the contents thereof and such notice shall not thereafter be
revocable by the Borrower.

          (d) The Borrower shall not be entitled to elect to convert any
Committed Loans to, or continue any Committed Loans for an additional Interest
Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group
of Euro-Dollar Loans created or continued as a result of such election would be
less than $5,000,000 or (ii) a Default shall have occurred and be continuing
when the Borrower delivers notice of such election to the Administrative Agent.

          (e) If any Committed Loan is converted to a different type of Loan,
the Borrower shall pay, on the date of such conversion, the interest accrued to
such date on the principal amount being converted.


                                       34
<PAGE>


                                    ARTICLE 3

                                   CONDITIONS

         SECTION 3.1. Closing. The closing hereunder shall occur upon receipt by
the Administrative Agent of the following documents, each dated the Closing Date
unless otherwise indicated:

          (a) a duly executed Note for the account of each Bank dated on or
before the Closing Date complying with the provisions of Section 2.06;

          (b) an opinion of Hill & Barlow, counsel for the Borrower,
substantially in the form of Exhibit C hereto and covering such additional
matters relating to the transactions contemplated hereby as the Required Banks
may reasonably request;

          (c) an opinion of Davis Polk & Wardwell, special counsel for the
Agents, substantially in the form of Exhibit D hereto and covering such
additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request;

          (d) evidence satisfactory to it that all loans under the Original
Agreement have been repaid in full (all Banks hereunder which are also banks
under the Original Agreement hereby agreeing that such repayment may be made,
whether at the end of interest periods under the Original Agreement or not) and
all accrued fees and other amounts payable thereunder (including, without
limitation, any funding costs payable pursuant to the Original Agreement) have
been paid in full;
          (e) the Confirmation and Amendment duly executed by each of the
parties thereto;

          (f) evidence satisfactory to it that all fees, as otherwise agreed to
by the Agents and the Borrower, then or theretofore payable, have been paid; and

          (g) all documents either Agent may reasonably request relating to the
existence of the Borrower, the corporate authority for and the validity of the
Financing Documents, and any other matters relevant hereto, all in form and
substance satisfactory to the Agents.


                                       35
<PAGE>


         On the Effective Date the Original Agreement will be automatically
amended and restated in its entirety to read as set forth herein. On and after
the Effective Date the rights and obligations of the parties hereto shall be
governed by this Amended and Restated Agreement. On the Effective Date, any Bank
whose Commitment is changed to zero shall cease to be a Bank party to this
Amended and Restated Agreement and all accrued fees and other amounts payable
under this Amended and Restated Agreement for the account of such Bank shall be
due and payable on such date. The Notes delivered to each Bank under the
Original Agreement shall be canceled and Notes under this Amended and Restated
Agreement shall be given in substitution therefor. Each Bank shall promptly
after the Effective Date deliver to the Borrower for cancellation the Note
delivered to such Bank under the Original Agreement. The Administrative Agent
shall promptly notify the Borrower, the Collateral Agent and each Bank of the
effectiveness of this Amended and Restated Agreement, and such notice shall be
conclusive and binding on all parties hereto.

         SECTION 3.2. Borrowings. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:

          (a) the fact that the Closing Date shall have occurred on or prior to
April 29, 1998;

          (b) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.02 or 2.03, as the case may be;

          (c) the fact that, immediately after such Borrowing, (i) the aggregate
outstanding principal amount of the Money Market Loans will not exceed
$200,000,000 and (ii) the combined aggregate outstanding principal amount of the
Loans, the Money Market Loans and the Non-Facility Borrowings will not exceed
the aggregate amount of the Commitments;

          (d) the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing; and

          (e) the fact that the representations and warranties of the Borrower
contained in this Agreement shall be true on and as of the date of such
Borrowing.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(c), (d) and (e) of this Section.


                                       36
<PAGE>


                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that:

         SECTION 4.1. Corporate Existence and Power. Each of the Borrower and
its Subsidiaries is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, and has
all corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

         SECTION 4.2. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by each of the Borrower
and any Subsidiary of the Financing Documents to which the Borrower or such
Subsidiary, as the case may be, is a party are within the corporate powers of
each of the Borrower and such Subsidiary, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official (except as contemplated by the
Collateral Documents) and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of incorporation
or by-laws of the Borrower or such Subsidiary or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Borrower or any
of its Subsidiaries or result in the creation or imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries other than as contemplated by
the Collateral Documents.

         SECTION 4.3. Binding Effect. This Agreement and each of the Collateral
Documents and Subsidiary Guaranties to which the Borrower or any Subsidiary is a
party constitutes a valid and binding agreement of the Borrower or such
Subsidiary, as the case may be, and each Note, when executed and delivered in
accordance with this Agreement, will constitute a valid and binding obligation
of the Borrower, in each case enforceable in accordance with its terms.

         SECTION 4.4. Financial Information. (a) The consolidated balance sheet
of the Borrower and its Consolidated Subsidiaries as of December 31, 1997 and
the related consolidated statements of income, retained earnings and cash flows
for the fiscal year then ended, reported on by Price Waterhouse LLP and set
forth in the Borrower's 1997 Form 10-K, a copy of which has been delivered to
each of the Banks, fairly present, in conformity with generally accepted
accounting principles, the consolidated financial position of the Borrower and
its 


                                       37
<PAGE>


Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

          (b) Since December 31, 1997 there has been no material adverse change
in the business, financial position, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered as a whole.

         SECTION 4.5. Litigation. There is no action, suit or proceeding pending
against, or to the knowledge of the Borrower threatened against or affecting,
the Borrower or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable possibility
of an adverse decision which could materially adversely affect the business,
consolidated financial position or consolidated results of operations of the
Borrower and its Consolidated Subsidiaries, considered as a whole, or which in
any manner draws into question the validity or enforceability of this Agreement
or the Notes.

         SECTION 4.6. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA.

         SECTION 4.7. Environmental Matters. The Borrower has reasonably
concluded that costs of compliance with Environmental Laws are unlikely to have
a material adverse effect on the business, financial condition, results of
operations or prospects of the Borrower and its Consolidated Subsidiaries,
considered as a whole.

         SECTION 4.8. Taxes. The Borrower and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or any
Subsidiary. The charges, accruals and reserves on the books of the Borrower and
its 


                                       38
<PAGE>


Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.

         SECTION 4.9. Regulatory Restrictions on Borrowing. The Borrower is not
an "investment company" within the meaning of the Investment Company Act of
1940, as amended, a "holding company" or a "subsidiary company" of a holding
company within the meaning of the Public Utility Holding Company Act of 1935, as
amended, or otherwise subject to any regulatory scheme which restricts its
ability to incur Debt.

         SECTION 4.10. Full Disclosure. All information heretofore furnished by
the Borrower to either Agent or any Bank for purposes of or in connection with
this Agreement or any transaction contemplated hereby is, and all such
information hereafter furnished by the Borrower to either Agent or any Bank will
be, true and accurate in all material respects on the date as of which such
information is stated or certified. The Borrower has disclosed to the Banks in
writing any and all facts which materially and adversely affect, or may affect,
(to the extent the Borrower can now reasonably foresee), the business,
operations or financial condition of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or the ability of the Borrower to perform its
obligations under this Agreement.

         SECTION 4.11. Representations in Collateral Documents True and Correct.
(a) The provisions of each of the Pledge Agreement, the Subsidiaries Pledge
Agreement, the Heitman Pledge Agreement, the UAM U.K. Holdings Pledge Agreement,
the UAM U.K. Holdings Charge of Shares, the Clay Finlay Charge of Shares, the
LML Holdings Securities Pledge Agreement, the UAM Securities Pledge Agreement,
and the J.R. Senecal Securities Pledge Agreement are effective to create in
favor of the Collateral Agent for the benefit of the Agents and the Banks a
legal, valid and enforceable security interest in all right, title and interest
of the Borrower, UAM Holdings, Heitman, UAM U.K. Holdings, Clay Finlay Inc. or
LML Holdings, Inc., as the case may be, in the pledged stock described therein,
and when the Collateral Agent receives possession of the stock certificates
representing the shares of such pledged stock accompanied by undated stock
powers duly executed in blank and when a notice (each a "Bailee Notice" and
collectively the "Bailee Notices") is duly sent by the Borrower to each holder
of the certificates evidencing the Second Priority Pledged Securities (as such
term is defined in the Pledge Agreement) to the effect that the Collateral Agent
has been granted a second priority security interest in such Second Priority
Pledged Securities, such security interests shall constitute a fully perfected
and continuing first priority or, to the extent permitted hereunder and under
the Pledge 


                                       39
<PAGE>


Agreement, a fully perfected and continuing second priority lien on and security
interest in all right, title and interest of the Borrower in such pledged stock.
The interest of the Collateral Agent in such pledged stock has been duly
registered on the books and records of each of the issuers thereof.

          (b) Each of the representations and warranties contained in the
Collateral Documents is true and correct. The provisions of each of the
Collateral Documents are effective to create in favor of the Collateral Agent
for the benefit of the Agents and the Banks a legal, valid and enforceable
security interest in all right, title and interest of the respective debtors
party thereto in collateral described therein and constitute and shall continue
to constitute a fully perfected and continuing first priority lien on and
security interest in all right, title and interest of such debtors in such
collateral with respect to which a security interest may be perfected by filing
of financing statements under the Uniform Commercial Code.

         SECTION 4.12. Solvency. As of the Closing Date after giving effect to
the transactions contemplated hereby to occur on the Closing Date, and at all
times thereafter: (i) the aggregate fair market value of the assets of the
Borrower will exceed its liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities), (ii) the Borrower will have sufficient
cash flow to enable it to pay its debts as they mature and (iii) the Borrower
will not have unreasonably small capital for the business in which the Borrower
and its Subsidiaries are engaged.

         SECTION 4.13. Revenue Sharing Agreements. Each of the Revenue Sharing
Agreements has been duly executed and delivered by the Borrower and by the
Subsidiary party thereto, and is in full force and effect, and has not been
amended in any manner during the period from the date each was delivered to the
Banks through the date hereof except as previously disclosed to the Banks in
writing. The representations and warranties of the Borrower and of the
Subsidiaries contained in each Revenue Sharing Agreement are true and correct in
all material respects.

         SECTION 4.14. Title to Properties; Absence of Encumbrances. The
Borrower and each Subsidiary has good and marketable title to all of its
respective properties, assets and rights of every name and nature now purported
to be owned by it, including, without limitation, such properties and assets as
are shown on the financial statements referred to in Section 4.04 (except such
assets as have been disposed of in the ordinary course of business since the
date thereof), free from all Liens whatsoever, except for Liens permitted by
Section 5.09 or as otherwise 


                                       40
<PAGE>


disclosed in Exhibit K hereto, and, except as so disclosed, free from all
defects of title that might materially adversely affect such property, assets or
rights, taken as a whole.

         SECTION 4.15. Debt. Neither the Borrower nor any Subsidiary is liable
in respect of any Debt other than Debt permitted by Section 5.10.

         SECTION 4.16. Securities and Exchange Commission Registrations and
Filings, Etc. Except as otherwise indicated on Exhibit G, each Subsidiary in
existence on the Closing Date is duly registered with the Securities and
Exchange Commission (the "SEC") as an investment adviser under Section 203 of
the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act")
and each of the Subsidiaries identified as such on Exhibit G is registered as a
broker-dealer under Section 15 of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"). Each of Murray Johnstone and Murray Johnstone
International Limited, a wholly-owned Subsidiary of Murray Johnstone Limited
incorporated in Scotland, is duly registered as a member of the Investment
Management Regulatory Organization, Limited as required under the laws of the
United Kingdom. Neither the Borrower nor any Subsidiary is required to be
registered, licensed or qualified as an investment adviser or broker dealer
under the Investment Advisers Act, the Exchange Act or any other applicable
United States federal or state law or regulation or any equivalent foreign law
or regulation, or subject to any material liability or disability by reason of
any failure to be so registered, licensed or qualified except (i) for
Subsidiaries which are so registered, licensed or qualified or (ii) to the
extent that the failure to be so registered, licensed or qualified would not
have a material adverse effect on the business, financial condition, assets or
properties of the Borrower or such Subsidiary, as the case may be. Each
Subsidiary has filed with the SEC and with each other applicable United States
federal or state or foreign regulatory agency when due all reports and other
documents as are required for the conduct of its business by the Investment
Advisers Act, the Exchange Act or any United States federal or state law or
regulation or any equivalent foreign law or regulation and with respect to which
the failure to file when due has any reasonable possibility of having a material
adverse effect on the business, financial condition, assets or properties of
such Subsidiary, and there does not exist any proceeding or, to the best of the
Borrower's knowledge, any facts or circumstances the existence of which could
lead to any proceeding which would materially adversely affect the registration
of any Subsidiary with the SEC or with any other applicable United States
federal or state or foreign regulatory agency.

         SECTION 4.17.  No Default.  No Default has occurred and is continuing.


                                       41
<PAGE>


         SECTION 4.18. Subsidiaries. (a) Each Subsidiary of the Borrower as of
the Closing Date is listed on Exhibit G hereto, which sets forth the total
amount of capital stock issued and outstanding by each Subsidiary and the
percentage of such capital stock owned beneficially and of record by the
Borrower or any other Subsidiary of the Borrower, as the case may be. Except as
otherwise indicated in Exhibit G, the Borrower or such other Subsidiary is the
owner, free and clear of all Liens, except for Liens in favor of the Collateral
Agent, of the shares of issued and outstanding stock of each Subsidiary set
forth on Exhibit G.

          (b) As of the Closing Date, all shares of capital stock of the
Subsidiaries of the Borrower have been validly issued and are fully paid and
nonassessable, and, except as set forth on Exhibit G-1 hereto, (i) no right to
subscribe to any additional shares have been granted, and no options, warrants,
conversion rights or similar rights to acquire any common stock of any
Subsidiary of the Borrower are outstanding, and (ii) with respect to any
Subsidiary which is not a Wholly-Owned Subsidiary, no dividend, liquidation or
other preferences are in effect except in favor of the Borrower or any other
Subsidiary of the Borrower, and neither the Borrower nor any other Subsidiary of
the Borrower has entered into any agreement obligating the Borrower to purchase
or sell any capital stock of any Subsidiary owned beneficially or of record by
any Person.

          (c) The aggregate consolidated revenues of all Subsidiaries of the
Borrower identified as Exempted Subsidiaries on Exhibit G did not exceed
$5,000,000 for the four full consecutive fiscal quarters immediately preceding
the date hereof.



                                    ARTICLE 5

                                    COVENANTS

         The Borrower agrees that, so long as any Bank has any Credit Exposure
hereunder or any amount payable under any Note remains unpaid:

         SECTION 5.1. Information. The Borrower will deliver to each of the
Banks:

          (a) as soon as available and in any event within 90 days after the end
of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and
the related consolidated statements of income, retained earnings and cash flows
for such 


                                       42
<PAGE>


fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on in a manner acceptable to the Securities
and Exchange Commission by Price Waterhouse LLP or other independent public
accountants of nationally recognized standing;

          (b) as soon as available and in any event within 45 days after the end
of each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of income and
cash flows for such quarter and for the portion of the Borrower's fiscal year
ended at the end of such quarter, setting forth in the case of such statements
of income and cash flow, in comparative form the figures for the corresponding
quarter and the corresponding portion of the Borrower's previous fiscal year,
all certified (subject to normal year-end adjustments) as to fairness of
presentation, generally accepted accounting principles and consistency by the
chief financial officer, the chief accounting officer or the treasurer of the
Borrower;

          (c) simultaneously with the delivery of the financial statements
referred to in clause (a) above, a consolidating balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such fiscal year, and the
related consolidating statements of income, retained earnings and cash flows for
such fiscal year certified by the chief financial officer, the chief accounting
officer or the treasurer of the Borrower;

          (d) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of the chief
financial officer, the chief accounting officer or the treasurer of the Borrower
(i) setting forth in reasonable detail the calculations required to establish
whether the Borrower was in compliance with the requirements of Sections 5.11 to
5.14, inclusive, on the date of such financial statements and (ii) stating
whether any Default exists on the date of such certificate and, if any Default
then exists, setting forth the details thereof and the action which the Borrower
is taking or proposes to take with respect thereto;

          (e) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements whether
anything has come to their attention to cause them to believe that any Default
existed on the date of such statements;

          (f) within five days after any officer of the Borrower obtains
knowledge 


                                       43
<PAGE>


of any Default, if such Default is then continuing, a certificate of the chief
financial officer, the chief accounting officer or the treasurer of the Borrower
setting forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

          (g) promptly upon the mailing thereof to the shareholders of the
Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;

          (h) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a revenue and contract
amortization history for purchase acquisitions of the Borrower for the fiscal
quarter then ended, substantially in the form of Exhibit L;

          (i) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Borrower shall have filed with the Securities and
Exchange Commission;

          (j) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined in Section 4043
of ERISA) with respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth details as to 


                                       44
<PAGE>


such occurrence and action, if any, which the Borrower or applicable member of
the ERISA Group is required or proposes to take;

          (k) a notice of any Acquisition by the Borrower or by any Subsidiary
of the Borrower upon the consummation of such Acquisition; and, simultaneously
with such notice, the Borrower will deliver to the Administrative Agent copies
of all agreements, instruments and documents executed and delivered in
connection with such Acquisition, including, without limitation, any amendments
thereto, any Revenue Sharing Agreements and any agreements or instruments
representing Subordinated Debt incurred in connection with such Acquisition, all
of which will be forwarded by the Administrative Agent to any Bank promptly upon
the request of such Bank;

          (l) without limiting clauses (a) through (k) above, as soon as
available, but in any event within 90 days after the end of each fiscal year of
the Borrower, audited consolidated accounts for Murray Johnstone and its
Subsidiaries prepared in accordance with generally accepted accounting
principles in the United Kingdom in effect from time to time as at the end of
such fiscal year; and

          (m) from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request;

provided that information required to be delivered pursuant to clauses (a), (b),
(g) or (i) of this Section 5.01 shall be deemed to have been delivered on the
date on which the Borrower provides notice to the Banks that such information
has been posted on the Borrower's website on the Internet at the website address
listed on the signature pages hereof, at sec.gov/edaux/searches.htm or at
another website identified in such notice and accessible by the Banks without
charge; provided that such notice may be included in a certificate delivered
pursuant to subsection (d) of this Section 5.01; and provided further that the
Borrower shall deliver paper copies of the information referred to in
subsections (a), (b), (g) or (i) of this Section 5.01 to any Bank which requests
such delivery.

         SECTION 5.2. Payment of Obligations. The Borrower will pay and
discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities (including,
without limitation, tax liabilities and claims of materialmen, warehousemen and
the like which if unpaid might by law give rise to a Lien), except where the
same may be contested in good faith by appropriate proceedings, and will
maintain, and will cause each Subsidiary to maintain, in accordance with
generally accepted 


                                       45
<PAGE>


accounting principles, appropriate reserves for the accrual of any of the same.

         SECTION 5.3. Maintenance of Property; Insurance. (a) The Borrower will
keep, and will cause each Subsidiary to keep, all property useful and necessary
in its business in good working order and condition, ordinary wear and tear
excepted.

          (b) The Borrower will, and will cause each of its Subsidiaries to,
maintain (either in the name of the Borrower or in such Subsidiary's own name)
with financially sound and responsible insurance companies, insurance on all
their respective properties in at least such amounts, against at least such
risks and with such risk retention as are usually maintained, insured against or
retained, as the case may be, in the same general area by companies of
established repute engaged in the same or a similar business; and will furnish
to the Banks, upon request from the Administrative Agent, information presented
in reasonable detail as to the insurance so carried.

         SECTION 5.4. Conduct of Business and Maintenance of Existence. The
Borrower will continue to be principally a holding company, and will cause each
Subsidiary to engage in Permitted Businesses, and will preserve, renew and keep
in full force and effect, and will cause each Subsidiary to preserve, renew and
keep in full force and effect their respective corporate existence and their
respective rights, privileges and franchises necessary or desirable in the
normal conduct of business; provided that nothing in this Section 5.04 shall
prohibit (i) the merger of a Subsidiary into the Borrower or the merger or
consolidation of a Subsidiary with or into another Person if the corporation
surviving such consolidation or merger is a Wholly-Owned Subsidiary and if, in
each case, after giving effect thereto, no Default shall have occurred and be
continuing or (ii) the termination of the corporate existence of any Subsidiary
if the Borrower in good faith determines that such termination is in the best
interest of the Borrower and does not impair the ability of the Borrower to
perform its obligations under the Financing Documents to which it is a party.

         SECTION 5.5. Compliance with Laws. The Borrower will comply, and cause
each Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except where the necessity of compliance therewith is
contested in good faith by appropriate proceedings.

         SECTION 5.6. Inspection of Property, Books and Records. The Borrower
will keep, and will cause each Subsidiary to keep, proper books of record and


                                       46
<PAGE>


account in which full, true and correct entries shall be made of all dealings
and transactions in relation to its business and activities; and will permit,
and will cause each Subsidiary to permit, representatives of any Bank at such
Bank's expense to visit and inspect any of their respective properties, to
examine and make abstracts from any of their respective books and records and to
discuss their respective affairs, finances and accounts with their respective
officers and independent public accountants, all at such reasonable times and as
often as may reasonably be desired.

         SECTION 5.7. Mergers and Sales of Assets. Neither the Borrower nor any
Subsidiary will (i) consolidate or merge with or into any other Person or (ii)
sell, lease or otherwise transfer, directly or indirectly, all or any
substantial part of its assets to any other Person; provided that any Subsidiary
(x) may consolidate or merge with or into another Person if the Person surviving
such merger is the Borrower or a Wholly-Owned Subsidiary and (y) may sell, lease
or otherwise transfer all or any substantial part of its assets so long as such
assets do not represent a substantial part of the assets of the Borrower and its
Consolidated Subsidiaries determined on a consolidated basis as of such date.

         SECTION 5.8. Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Borrower (i) for general corporate purposes, (ii)
to refinance amounts outstanding under the Original Agreement, (iii) to finance
the Acquisition by the Borrower or any Wholly-Owned Subsidiary of any Permitted
Business or any assets used in or related to a Permitted Business (a "Permitted
Acquisition"), (iv) to repay Subordinated Debt and (v) to finance the repurchase
of capital stock of the Borrower. None of such proceeds will be used in
violation of Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

         SECTION 5.9. Negative Pledge. Neither the Borrower nor any Subsidiary
will create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, including without limitation Liens on cash and cash
equivalents securing Derivatives Obligations, except:

          (a) Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement in an aggregate principal or face
amount not exceeding $1.00;

          (b) any Lien existing on any asset of any Person at the time such
Person becomes a Subsidiary and not created in contemplation of such event;

          (c) any Lien on any asset securing Debt incurred or assumed for the


                                       47
<PAGE>


purpose of financing all or any part of the cost of acquiring such asset in an
aggregate principal amount at any time outstanding not to exceed $1,000,000,
provided that such Lien attaches to such asset concurrently with or within 90
days after the acquisition thereof;

          (d) any Lien on any asset of any Person existing at the time such
Person is merged or consolidated with or into the Borrower or a Subsidiary and
not created in contemplation of such event;

          (e) any Lien existing on any asset prior to the acquisition thereof by
the Borrower or a Subsidiary and not created in contemplation of such
acquisition;

          (f)   Liens securing the Heitman Debt;

          (g) Liens in favor of the Collateral Agent under the Collateral Agency
and Intercreditor Agreement and any of the Collateral Documents;

          (h) any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien permitted by any of the foregoing
clauses of this Section, provided that such Debt is not increased and is not
secured by any additional assets;

          (i) Liens for taxes, fees, assessments and other governmental charges
to the extent that payment of the same may be postponed or is not required in
accordance with the provisions of Section 5.02;

          (j) Landlords' and lessors' liens in respect of rent not in default or
liens in respect of pledges or deposits under workman's compensation,
unemployment insurance, social security laws or similar legislation, including
liens securing up to $500,000 in respect of Unfunded Liabilities not to exceed
$1,000,000 in the aggregate (but not any other liens arising under ERISA) or in
connection with appeal and similar bonds incidental to litigation; mechanics',
laborer's and materialmen's and similar liens, if the obligations secured by
such liens are not then delinquent; liens securing the performance of bids or
tenders; and statutory liens incidental to the ordinary conduct of the business
of the Borrower and its Subsidiaries and which do not in the aggregate
materially detract from the value of the property of the Borrower or any of its
Subsidiaries, or materially impair the use thereof in the operation of their
business;

          (k) judgment liens which shall not have been in existence for a period
longer than 30 days after the creation thereof or, if a stay or execution shall
have 


                                       48
<PAGE>


been obtained, for a period longer than 30 days after the expiration of such
stay;

          (l)   rights of lessors under capital leases; and

          (m) Liens not otherwise permitted by the foregoing clauses of this
Section securing Debt of Subsidiaries in an aggregate principal or face amount
at any date not to exceed $50,000,000.

         SECTION 5.10. Limitation on Debt. The Borrower will not, and will not
permit any of its Subsidiaries to, incur or at any time be liable with respect
to any Debt except:

          (a)   Debt under the Financing Documents;

          (b)   Subordinated Debt;

          (c) Debt outstanding on the date hereof including (i) Debt under the
Senior Notes; (ii) the UAM Trademark Debt; (iii) the Clay Finlay, Inc. Debt;
(iv) the Murray Johnstone Limited Debt; (v) the Canadian Promissory Notes; (vi)
the UAM Investment Debt; and (vii) the Heitman Debt and refinancings thereof
provided that the principal amount thereof is not increased beyond the amount
outstanding thereunder on the date hereof;

          (d) Debt of Wholly-Owned Subsidiaries owing to the Borrower incurred
in connection with a Permitted Acquisition by a Wholly-Owned Subsidiary;
provided that the Borrower shall promptly pledge all instruments relating to
such Debt to the Collateral Agent for the ratable benefit of the Agents, Banks
and Senior Noteholders;

          (e) Debt secured by Liens permitted by Section 5.09;

          (f) Debt of the Borrower owing to any Bank in respect of non-facility
borrowings ("Non-Facility Borrowings"); provided, that (i) each Non-Facility
Borrowing shall mature not less than 7 and not more than 90 days after the date
such borrowing is made, (ii) the principal amount of each such borrowing is not
less than $1,000,000, (iii) the aggregate outstanding principal amount of
Non-Facility Borrowings at any time will not exceed $50,000,000 and (iv) the
Borrower notifies the Administrative Agent (x) on the date any Non-Facility
Borrowing is made, of the aggregate principal amount and maturity thereof and
(y) on the date of any repayment of any Non-Facility Borrowing, of the amount of
such payment;


                                       49
<PAGE>


          (g) Debt of the Borrower owing to Subsidiaries not otherwise permitted
by this Section incurred after the Closing Date in an aggregate principal amount
at any time outstanding not to exceed $5,000,000;

         (g-1) Debt of the Borrower owing to United Asset Management (Japan),
Inc. in an aggregate principal amount at any time outstanding not to exceed
$3,000,000;

          (h) Debt of Subsidiaries owing to the Borrower not otherwise permitted
by this Section incurred after the Closing Date in an aggregate principal amount
not to exceed $35,000,000;

          (i) Debt of any Wholly-Owned Subsidiary owing to any other
Wholly-Owned Subsidiary (which Debt shall be subordinated to the payment in full
of all or any obligations of the Wholly-Owned Subsidiary under the Financing
Documents); provided such Debt shall be pledged and assigned to the Collateral
Agent in accordance with the Collateral Documents;

          (j) Guaranties by Subsidiaries of the Loans, the Non-Facility
Borrowings, and the Senior Notes;

          (k) Debt of Subsidiaries owing to the Borrower subsequently assigned
by the Borrower to UAM Investment or to other Subsidiaries (which Debt may be
subordinated by UAM Investment or such Subsidiaries to the payment in full of
all or any obligations of the borrowing Subsidiary); provided such Debt shall be
pledged and assigned to the Collateral Agent in accordance with the Collateral
Documents;

          (l) Debt of Borrower consisting of Guarantees in respect of real
property leases of Subsidiaries; and

          (m) Debt of Subsidiaries (and not of the Borrower) not otherwise
permitted by this Section incurred after the Closing Date in an aggregate
principal amount at any time outstanding not to exceed $50,000,000.

         SECTION 5.11. Total Debt to EBITDA. During each period set forth below,
the Leverage Ratio shall be equal to or less than the ratio set forth below for
such period:

<TABLE>
<CAPTION>

          Period                                                  Ratio


                                       50
<PAGE>


          <S>                                                     <C>
          April 29, 1998 to September 29, 1999                     4.5
          September 30, 1999 to September 29, 2000                 4.0
          September 30, 2000 to September 29, 2001                 3.5
          September 30, 2001 and thereafter                        3.0

</TABLE>

         The "Leverage Ratio" at any date is the ratio of Consolidated Total
Debt at such date to Consolidated EBITDA for the period of four consecutive
fiscal quarters most recently ended on or prior to such date; provided that if
there shall have been a material acquisition or disposition of operations during
such period, Consolidated EBITDA shall be calculated on a pro forma basis giving
effect thereto as if such acquisition or disposition had occurred on the first
day of such period.

         SECTION 5.12. Cash Flow Ratio. As of the last day of each fiscal
quarter of the Borrower ending during each period set forth below, the Cash Flow
Ratio at such last day shall be greater than the ratio set forth below for such
period:

<TABLE>
<CAPTION>

          Period                                                  Ratio

          <S>                                                          <C> 
          December 31, 1997 to December 30, 1999                        0.15
          December 31, 1999 to December 30, 2000                        0.20
          December 31, 2000 to December 30, 2001                        0.25
          December 31, 2001 and thereafter                              0.35

</TABLE>

         SECTION 5.13. Fixed Charge Coverage Ratio. The Fixed Charge Coverage
Ratio as of the last day of each fiscal quarter of the Borrower shall be greater
than 1.2.

         SECTION 5.14. Restricted Payments. The aggregate amount of Restricted
Payments made by the Borrower and its Subsidiaries during any fiscal year will
be less than 75% of Consolidated Operating Cash Flow for such fiscal year. The
amount of Restricted Payments made during each fiscal year shall be determined
by the Borrower and furnished to the Administrative Agent within 90 days after
the end of each such fiscal year.

         SECTION 5.15. Investments. Neither the Borrower nor any Subsidiary will
hold, make or acquire any Investment in any Person other than:

          (a)   Investments in Persons which are Subsidiaries on the date 
                hereof;

          (b)   Permitted Acquisitions;


                                       51
<PAGE>


          (c)   Temporary Cash Investments;

          (d) Investments of Murray Johnstone and its Subsidiaries the aggregate
value of which in accordance with generally accepted accounting principles in
the United Kingdom in effect from time to time does not exceed at any time
15,000,000 pounds sterling;
          (e) Investments in Subsidiaries acquired after the Closing Date which
are engaged in Permitted Businesses;

          (f) Investments by United Asset Management (Japan), Inc. in Debt of 
the Borrower in an aggregate principal amount at any time outstanding not to 
exceed $3,000,000; and

          (g) any Investment not otherwise permitted by the foregoing clauses of
this Section if, immediately after such Investment is made or acquired, the
aggregate net book value of all Investments permitted by this clause (g) does
not exceed $50,000,000.

         SECTION 5.16. Additional Subsidiary Stock Issuance. The Borrower will
not permit any Subsidiary to issue any additional shares of capital stock, any
options, rights, or warrants therefor or any securities convertible into such
capital stock to any Person other than the Borrower or a Wholly-Owned
Subsidiary. Neither the Borrower nor any Subsidiary will sell, transfer, pledge
or otherwise dispose of any capital stock of a Subsidiary, other than
dispositions in connection with a transaction permitted by Section 5.07.

         SECTION 5.17. Pledged Collateral. (a) The Borrower will promptly pledge
or cause to be pledged all the capital stock of any Subsidiary acquired in a
Permitted Acquisition to the Collateral Agent;

          (b) In the event that a Subsidiary is acquired or formed by a
Subsidiary of the Borrower that is not a Guaranty Subsidiary and is not a
Foreign Subsidiary, such acquiring or forming Subsidiary shall execute and
deliver to the Agents and the Banks a guaranty of the obligations of the
Borrower hereunder, such guaranty to be in form, scope and substance
satisfactory to the Agents.

          (c) Notwithstanding anything to the contrary in this Section, the
Borrower will not be required to pledge (i) the capital stock of any subsidiary
identified on Exhibit G hereto as a Special Exempt Subsidiary, (ii) more than
65% of capital stock of an acquired Subsidiary organized outside the United
States of 


                                       52
<PAGE>


America (a "Foreign Subsidiary") which is owned by the Borrower or a Subsidiary
which is not a Foreign Subsidiary, (iii) any capital stock of an acquired
Subsidiary which is owned by a Foreign Subsidiary or (iv) any of the capital
stock of an acquired Subsidiary or a Subsidiary formed by the Borrower if such
Subsidiary's consolidated revenues are less than $2,000,000 (an "Exempt
Subsidiary"); provided, that if, for any fiscal year, the aggregate consolidated
revenues of all Exempt Subsidiaries exceeds $20,000,000, then the capital stock
of the Exempt Subsidiary with the highest consolidated revenue for such year
will be pledged to the Collateral Agent. This process shall be repeated until
the aggregate consolidated revenue of the remaining Exempt Subsidiaries is less
than $20,000,000. For purposes of this section, the consolidated revenues of
each Exempt Subsidiary in each fiscal year shall be determined in accordance
with generally accepted accounting principles by the Borrower and furnished to
the Administrative Agent within 90 days after the end of the fiscal year of the
Borrower.

         SECTION 5.18. Transactions with Affiliates. The Borrower will not, and
will not permit any Subsidiary to, directly or indirectly, pay any funds to or
for the account of, make any investment (whether by acquisition of stock or
indebtedness, by loan, advance, transfer of property, guarantee or other
agreement to pay, purchase or service, directly or indirectly, any Debt, or
otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect, any transaction with,
any Affiliate except on an arms-length basis on terms at least as favorable to
the Borrower or such Subsidiary as could have been obtained from a third party
who was not an Affiliate; provided that the foregoing provisions of this Section
shall not prohibit any such Person from declaring or paying any lawful dividend
or other payment ratably in respect of all of its capital stock of the relevant
class so long as, after giving effect thereto, no Default shall have occurred
and be continuing.

         SECTION 5.19.  Subordinated Debt.  The Borrower shall not:

          (a) effect or permit any change in or amendment to (i) the terms by
which any Subordinated Debt purports to be subordinated to the payment and
performance of the obligations of the Borrower hereunder or (ii) the terms
relating to the repayment of any Subordinated Debt (other than any extensions of
the date of payment therefor or any reductions in the amount thereof or in the
rate at which interest or other fees are payable to the holders thereof in
connection therewith);

          (b) directly or indirectly make any payment of any principal of or in
redemption, retirement, defeasance or repurchase, in whole or in part, of any


                                       53
<PAGE>


Subordinated Debt or pledge any collateral therefor, except payments required by
the instruments evidencing such Subordinated Debt; provided that nothing shall
preclude the Borrower from permitting the conversion of Subordinated Debt to
equity by exercise of warrants or otherwise (in accordance with its terms);

          (c) directly or indirectly make any payment of any interest or
principal on any Subordinated Debt if an Event of Default shall have occurred
and be continuing; or

          (d) without the consent of the Required Banks, incur or suffer to
exist any Debt, other than Subordinated Debt, that is subordinate in right of
payment to the payment in full of all obligations to the Banks unless such Debt,
by its terms or the terms of the instrument creating or evidencing it, is pari
passu in right of payment to the Subordinated Debt.


                                    ARTICLE 6

                                    DEFAULTS

         SECTION 6.1. Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

          (a) the Borrower shall fail to pay when due any principal of any Loan
or any interest, any fees or any other amount payable hereunder;

          (b) the Borrower shall fail to observe or perform any covenant
contained in Article 5, other than those contained in Sections 5.01 through
5.06;

          (c) the Borrower or any Subsidiary shall fail to observe or perform
any covenant or agreement contained in any Financing Document (other than those
covered by clause (a) or (b) above) for 30 days after notice thereof has been
given to the Borrower by the Administrative Agent at the request of any Bank;

          (d) any representation, warranty, certification or statement made by
the Borrower or any Subsidiary in any Financing Document or in any certificate,
financial statement or other document delivered pursuant to any Financing
Document shall prove to have been incorrect in any material respect when made
(or deemed made);


                                       54
<PAGE>


          (e) the Borrower or any Subsidiary shall fail to make any payment in
respect of any Material Financial Obligations when due or within any applicable
grace period;

          (f) any event or condition shall occur which results in the
acceleration of the maturity of any Material Debt or enables (or, with the
giving of notice or lapse of time or both, would enable) the holder of such Debt
or any Person acting on such holder's behalf to accelerate the maturity thereof;

          (g) the Borrower or any Subsidiary shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing;

          (h) an involuntary case or other proceeding shall be commenced against
the Borrower or any Subsidiary seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any Subsidiary under the federal
bankruptcy laws as now or hereafter in effect;

          (i) any member of the ERISA Group shall fail to pay when due an amount
or amounts aggregating in excess of $500,000 which it shall have become liable
to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of 


                                       55
<PAGE>


ERISA, with respect to, one or more Multiemployer Plans which could cause one or
more members of the ERISA Group to incur a current payment obligation in excess
of $500,000;

          (j) judgments or orders for the payment of money in excess of
$2,000,000 shall be rendered against the Borrower or any Subsidiary and such
judgments or orders shall continue unsatisfied and unstayed for a period of 30
days;

          (k) the aggregate principal amount of the Loans, the Non-Facility
Borrowings and Debt under the Senior Notes at any time shall exceed
$900,000,000;

          (l) at any time following December 31, 1997, there shall be a change
in the Internal Revenue Code or regulations thereunder, or any revenue ruling or
private letter ruling (addressed to the Borrower) shall be issued by the
Internal Revenue Service, if compliance by the Borrower and its Subsidiaries
with such change or ruling would materially and adversely alter the basis upon
which the Borrower or its Subsidiaries amortize intangible assets for tax
purposes;

          (m) any person or group of persons (within the meaning of Section 13
or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) of 35% or more of the
outstanding shares of common stock of the Borrower; or, during any period of 12
consecutive calendar months, individuals who were directors of the Borrower on
the first day of such period (together with individuals who replaced existing
directors through the standard rotation of board representatives among
Subsidiaries) shall cease to constitute a majority of the board of directors of
the Borrower; or

          (n) for any reason, any Collateral Document ceases to be in full force
and effect or any Lien on any of the Collateral purported to be created by any
Collateral Document ceases to be or is not a valid and perfected Lien to the
extent and with the priority contemplated hereby or thereby;

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by Banks holding more than 50% of the aggregate principal
amount of the Loans, by notice to the Borrower declare the Loans (together with
accrued interest thereon) to be, and the Loans (together with accrued interest

                                       56

<PAGE>

thereon) shall thereupon become, immediately due and payable without 
presentment, demand, protest or other notice of any kind, all of which are 
hereby waived by the Borrower; provided that in the case of any of the Events 
of Default specified in clause 6.01(g) or 6.01(h) above with respect to the 
Borrower, without any notice to the Borrower or any other act by the 
Administrative Agent or the Banks, the Commitments shall thereupon terminate 
and the Loans (together with accrued interest thereon) shall become 
immediately due and payable without presentment, demand, protest or other 
notice of any kind, all of which are hereby waived by the Borrower.

         SECTION 6.2. Notice of Default. The Administrative Agent shall give
notice to the Borrower under Section 6.01(c) promptly upon being requested to do
so by any Bank and shall thereupon notify all the Banks thereof.



                                    ARTICLE 7

                                   THE AGENTS

         SECTION 7.1. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes each Agent to take such action as agent on its behalf
and to exercise such powers under the Financing Documents and Collateral Agency
and Intercreditor Agreement as are delegated to such Agent by the terms hereof
or thereof, together with all such powers as are reasonably incidental thereto.
Each Bank hereby accepts and agrees to the terms of the Collateral Agency and
Intercreditor Agreement.

         SECTION 7.2. Agents and Affiliates. Each of the Agents shall have the
same rights and powers under this Agreement as any other Bank and may exercise
or refrain from exercising the same as though it were not an Agent, and each
Agent 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 affiliate
of the Borrower as if it were not an Agent.

         SECTION 7.3. Action by Agents. The obligations of the Agents under the
Financing Documents are only those expressly set forth therein. Without limiting
the generality of the foregoing, the Administrative Agent shall not be required
to take any action with respect to any Default, except as expressly provided in
Article 6.

         SECTION 7.4. Consultation with Experts. Each of the Agents may consult


                                       57
<PAGE>


with legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

         SECTION 7.5. Liability of Agents. Neither Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or (ii) in the
absence of its own gross negligence or willful misconduct. Neither Agent nor any
of its affiliates nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
the Financing Documents or any borrowing hereunder; (ii) the performance or
observance of any of the covenants or agreements of the Borrower; (iii) the
satisfaction of any condition specified in Article 3, except receipt of items
required to be delivered to the Administrative Agent; or (iv) the validity,
effectiveness or genuineness of the Financing Documents or any other instrument
or writing furnished in connection herewith. The Administrative Agent shall not
incur any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.

         SECTION 7.6. Indemnification. Each Bank shall, ratably in accordance
with its Credit Exposure, indemnify each Agent, its affiliates and their
respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from such indemnitees' gross negligence or willful misconduct) that such
indemnitees may suffer or incur in connection with the Financing Documents or
any action taken or omitted by such indemnitees hereunder.

         SECTION 7.7. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon any Agent or any other Bank, 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 Bank also
acknowledges that it will, independently and without reliance upon any Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under the Financing Documents.

         SECTION 7.8. Successor Administrative Agent. The Administrative Agent


                                       58
<PAGE>


may resign at any time by giving notice thereof to the Banks and the Borrower.
Upon any such resignation, the Required Banks shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives notice
of resignation, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$50,000,000. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent.

         SECTION 7.9. Agents' Fees. The Borrower shall pay to each of the Agents
for its own account fees in the amounts and at the times previously agreed upon
between the Borrower and such Agent.



                                    ARTICLE 8

                             CHANGE IN CIRCUMSTANCES

         SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair .
If on or prior to the first day of any Interest Period for any Euro-Dollar Loans
or Money Market LIBOR Loan:

          (a) the Administrative Agent is advised by the Reference Banks that
deposits in dollars (in the applicable amounts) are not being offered to the
Reference Banks in the relevant market for such Interest Period, or

          (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the
aggregate amount of the Commitments advise the Administrative Agent that the
London Interbank Offered Rate, as the case may be, as determined by the
Administrative Agent will not adequately and fairly reflect the cost to such
Banks of funding their Euro-Dollar Loans, as the case may be, for such Interest
Period,


                                       59
<PAGE>


the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans or to continue or convert
outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each
outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the
last day of the then current Interest Period applicable thereto. Unless the
Borrower notifies the Administrative Agent at least two Domestic Business Days
before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, (i) if such
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Borrowing is a Money Market LIBOR
Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear
interest for each day from and including the first day to but excluding the last
day of the Interest Period applicable thereto at the Base Rate for such day.

         SECTION 8.2. Illegality. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans and
such Bank shall so notify the Administrative Agent, the Administrative Agent
shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans, or to convert outstanding
Loans into Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans,
shall be suspended. Before giving any notice to the Administrative Agent
pursuant to this Section, such Bank shall designate a different Euro-Dollar
Lending Office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. If such notice is given, each Euro-Dollar Loan of such Bank then
outstanding shall be converted to a Base Rate Loan either (i) on the last day of
the then current Interest Period applicable to such Euro-Dollar Loan if such
Bank may lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan
to such day or (ii) immediately if such Bank shall determine that it may not
lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such
day. Interest and principal on any such Base Rate Loan 


                                       60
<PAGE>


shall be payable on the same dates as, and on a pro rata basis with, the
interest and principal payable on the related Euro-Dollar Loans of the other
Banks.

         SECTION 8.3. Increased Cost and Reduced Return. (a) If on or after (x)
the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall impose, modify or
deem applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
with respect to any Euro-Dollar Loan any such requirement included in an
applicable Euro-Dollar Reserve Percentage), special deposit, insurance
assessment or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Bank (or its Applicable Lending Office)
or shall impose on any Bank (or its Applicable Lending Office) or on the United
States market for certificates of deposit or the London interbank market any
other condition affecting its Fixed Rate Loans, its Note or its obligation to
make Fixed Rate Loans and the result of any of the foregoing is to increase the
cost to such Bank (or its Applicable Lending Office) of making or maintaining
any Fixed Rate Loan, or to reduce the amount of any sum received or receivable
by such Bank (or its Applicable Lending Office) under this Agreement or under
its Note with respect thereto, by an amount deemed by such Bank to be material,
then, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction.

          (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Bank (or its Parent) as a consequence of such Bank's obligations
hereunder to a level below that which such Bank (or its Parent) could have
achieved but for such adoption, 


                                       61
<PAGE>


change, request or directive (taking into consideration its policies with
respect to capital adequacy) by an amount deemed by such Bank to be material,
then from time to time, within 15 days after demand by such Bank (with a copy to
the Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank (or its Parent) for such
reduction.

          (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

         SECTION 8.4. Taxes. (a) For the purposes of this Section 8.04, the
following terms have the following meanings:

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by the
Borrower pursuant to this Agreement or under any Note, and all liabilities with
respect thereto, excluding (i) in the case of each Bank and Agent, taxes imposed
on its income, and franchise or similar taxes imposed on it, by a jurisdiction
under the laws of which such Bank or such Agent (as the case may be) is
organized or in which its principal executive office is located or, in the case
of each Bank, in which its Applicable Lending Office is located and (ii) in the
case of each Bank, any United States withholding tax imposed on such payments
but only to the extent that such Bank is subject to United States withholding
tax at the time such Bank first becomes a party to this Agreement.

         "Other Taxes" means any present or future stamp or documentary taxes
and any other excise or property taxes, or similar charges or levies, which
arise from any payment made pursuant to this Agreement or under any Note or from
the execution or delivery of, or otherwise with respect to, this Agreement or
any Note.

          (b) Any and all payments by the Borrower to or for the account of any
Bank or any Agent hereunder or under any Note shall be made without deduction


                                       62
<PAGE>


for any Taxes or Other Taxes; provided that, if the Borrower shall be required
by law to deduct any Taxes or Other Taxes from any such payments, (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) such Bank or Agent (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, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower shall furnish to the
Administrative Agent, at its address referred to in Section 9.01, the original
or a certified copy of a receipt evidencing payment thereof.

          (c) The Borrower agrees to indemnify each Bank and each Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by such Bank or such Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. This indemnification shall be paid within 15 days after such
Bank or such Agent (as the case may be) makes demand therefor.

          (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Bank remains lawfully able to do so), shall provide the
Borrower and the Administrative Agent with Internal Revenue Service form 1001 or
4224, as appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Bank is entitled to benefits under an income tax
treaty to which the United States is a party which exempts the Bank from United
States withholding tax or reduces the rate of withholding tax on payments of
interest for the account of such Bank or certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade
or business in the United States.

          (e) For any period with respect to which a Bank has failed to provide
the Borrower or the Administrative Agent with the appropriate form pursuant to
Section 8.04(d) (unless such failure is due to a change in treaty, law or
regulation occurring subsequent to the date on which such form originally was
required to be provided), such Bank shall not be entitled to indemnification
under Section 8.04(b) or (c) with respect to Taxes imposed by the United States;
provided that if 


                                       63
<PAGE>


a Bank, which is otherwise exempt from or subject to a reduced rate of
withholding tax, becomes subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as such Bank shall
reasonably request to assist such Bank to recover such Taxes.

          (f) If the Borrower is required to pay additional amounts to or for
the account of any Bank pursuant to this Section, then such Bank will change the
jurisdiction of its Applicable Lending Office if, in the judgment of such Bank,
such change (i) will eliminate or reduce any such additional payment which may
thereafter accrue and (ii) is not otherwise disadvantageous to such Bank.

         SECTION 8.5. Base Rate Loans Substituted for Affected Fixed Rate Loans.
If (i) the obligation of any Bank to make, or to continue or convert outstanding
Loans as or to, Euro-Dollar Loans has been suspended pursuant to Section 8.02 or
(ii) any Bank has demanded compensation under Section 8.03 or 8.04 with respect
to its Euro-Dollar Loans, and in any such case the Borrower shall, by at least
five Euro-Dollar Business Days' prior notice to such Bank through the
Administrative Agent, have elected that the provisions of this Section shall
apply to such Bank, then, unless and until such Bank notifies the Borrower that
the circumstances giving rise to such suspension or demand for compensation no
longer exist, all Loans which would otherwise be made by such Bank as (or
continued as or converted to) Euro-Dollar Loans, as the case may be, shall
instead be Base Rate Loans on which interest and principal shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Banks. If such
Bank notifies the Borrower that the circumstances giving rise to such suspension
or demand for compensation no longer exist, the principal amount of each such
Base Rate Loan shall be converted into a Euro-Dollar Loan, as the case may be,
on the first day of the next succeeding Interest Period applicable to the
related Euro-Dollar Loans of the other Banks.



                                    ARTICLE 9

                                  MISCELLANEOUS

         SECTION 9.1. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (a) in the
case of the Borrower or either Agent, at its address, facsimile number or telex
number set forth on the signature pages hereof, (b) in the case of any Bank, at
its address, 


                                       64
<PAGE>


facsimile number or telex number set forth in its Administrative Questionnaire
or (c) in the case of any party, such other address, facsimile number or telex
number as such party may hereafter specify for the purpose by notice to the
Agents and the Borrower. Each such notice, request or other communication shall
be effective (i) if given by telex, when such telex is transmitted to the telex
number specified in this Section and the appropriate answerback is received,
(ii) if given by facsimile transmission, when transmitted to the facsimile
number specified in this Section and confirmation of receipt is received, (iii)
if given by mail, 72 hours after such communication is deposited in the mails
with first class postage prepaid, addressed as aforesaid or (iv) if given by any
other means, when delivered at the address specified in this Section; provided
that notices to the Administrative Agent under Article 2 or Article 8 shall not
be effective until received.

         SECTION 9.2. No Waivers. No failure or delay by any Agent or any Bank
in exercising any right, power or privilege under any Financing Document shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in the Financing
Documents shall be cumulative and not exclusive of any rights or remedies
provided by law.

         SECTION 9.3. Expenses; Indemnification. (a) The Borrower shall pay (i)
all out-of-pocket expenses of the Agents, including fees and disbursements of
special counsel for the Agents, in connection with the preparation and
administration of the Financing Documents, any waiver or consent thereunder or
any amendment thereof or any Default or alleged Default hereunder and (ii) if an
Event of Default occurs, all out-of-pocket expenses incurred by each Agent and
Bank, including (without duplication) the fees and disbursements of outside
counsel and the allocated cost of inside counsel, in connection with such Event
of Default and collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom.

          (b) The Borrower agrees to indemnify each Agent and Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnitee shall be designated a party thereto) brought or threatened
relating to or arising out of this Agreement or any actual or proposed use of
proceeds of Loans 


                                       65
<PAGE>


hereunder; provided that no Indemnitee shall have the right to be indemnified
hereunder for such Indemnitee's own gross negligence or willful misconduct as
determined by a court of competent jurisdiction.

         SECTION 9.4. Sharing of Set-Offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to any Note held by it which is greater than the proportion received by any
other Bank in respect of the aggregate amount of principal and interest due with
respect to any Note held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Notes
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Notes held by the Banks shall be shared by the Banks pro rata; provided that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other than its
indebtedness hereunder. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Note, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the Borrower in the amount of such participation.

         SECTION 9.5. Right of Set-Off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request specified
by Section 6.01 to direct the Administrative Agent to declare the Loans due and
payable pursuant to the provisions of Section 6.01, each Bank 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 indebtedness at any time owing by such Bank or such Affiliate to or for
the credit or the account of the Borrower against any and all of the obligations
of the Borrower now or hereafter existing under this Agreement and the Loans
made by such Bank, whether or not such Bank shall have made any demand under
this Agreement and although such obligations may be unmatured. Each Bank agrees
promptly to notify the Borrower after any such set off and application, provided
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Bank and its Affiliates under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Bank and its Affiliates may have.


                                       66
<PAGE>


         SECTION 9.6. Amendments and Waivers. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of either Agent are affected thereby, by such Agent); provided
that no such amendment or waiver shall:

          (a) unless signed by all the Banks, (i) increase or decrease the
Commitment of any Bank (except for a ratable decrease in the Commitments of all
Banks) or subject any Bank to any additional obligation, (ii) reduce the
principal of or rate of interest on any Loan or any fees hereunder, (iii)
postpone the date fixed for any payment of principal of or interest on any Loan
or any fees hereunder or for any scheduled reduction or termination of any
Commitment, (iv) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the number of Banks, which shall be
required for the Banks or any of them to take any action under this Section or
any other provision of this Agreement or (v) release all or substantially all of
the Collateral; or

          (b) unless signed by a Designated Lender or its Designating Bank,
subject such Designated Lender to any additional obligation or affect its rights
hereunder (unless the rights of all the Banks hereunder are similarly affected).

         SECTION 9.7. 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, except that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.

          (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Administrative Agent, such Bank shall remain responsible for
the performance of its obligations hereunder, and the Borrower and the Agents
shall continue to deal solely and directly with such Bank in connection with
such Bank's rights and obligations under this Agreement. Any agreement pursuant
to which any Bank may grant such a participating interest shall provide that
such Bank shall retain the sole right and responsibility to enforce the
obligations of the Borrower hereunder including, without limitation, the right
to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such participation agreement may provide that such Bank
will not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii), 


                                       67
<PAGE>


or (iii) of Section 9.06(a) without the consent of the Participant. The Borrower
agrees that each Participant shall, to the extent provided in its participation
agreement, be entitled to the benefits of Article 8 with respect to its
participating interest. An assignment or other transfer which is not permitted
by subsection (c) or (d) below shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with this subsection (b).

          (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part (equivalent to an
initial Commitment of not less than $10,000,000 unless otherwise agreed by the
Borrower and the Administrative Agent) of all, of its rights and obligations
under this Agreement and the Notes, and such Assignee shall assume such rights
and obligations, pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit E hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Borrower,
which shall not be unreasonably withheld, and the Administrative Agent; provided
that if an Assignee is an affiliate of such transferor Bank or was a Bank
immediately prior to such assignment, no such consent shall be required; and
provided further that such assignment may, but need not, include rights of the
transferor Bank in respect of outstanding Money Market Loans. Upon execution and
delivery of such instrument and payment by such Assignee to such transferor Bank
of an amount equal to the purchase price agreed between such transferor Bank and
such Assignee, such Assignee shall be a Bank party to this Agreement and shall
have all the rights and obligations of a Bank with a Commitment as set forth in
such instrument of assumption, and the transferor Bank shall be released from
its obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Administrative Agent
and the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of $2,500. If the Assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrower and the Administrative Agent certification as
to exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 8.04.

          (d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.


                                       68
<PAGE>


          (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

         SECTION 9.8. Designated Lenders. (a) Subject to the provisions of this
Section 9.08(a), any Bank may from time to time elect to designate an Eligible
Designee to provide all or a portion of the Loans to be made by such Bank
pursuant to this Agreement; provided that such designation shall not be
effective unless the Borrower and the Administrative Agent consent thereto. When
a Bank and its Eligible Designee shall have signed an agreement substantially in
the form of Exhibit P hereto (a "Designation Agreement") and the Borrower and
the Administrative Agent shall have signed their respective consents thereto,
such Eligible Designee shall become a Designated Lender for purposes of this
Agreement. The Designating Bank shall thereafter have the right to permit such
Designated Lender to provide all or a portion of the Loans to be made by such
Designating Bank pursuant to Section 2.01 or 2.03, and the making of such Loans
or portions thereof shall satisfy the obligation of the Designating Bank to the
same extent, and as if, such Loans or portion thereof were made by the
Designating Bank. As to any Loans or portion thereof made by it, each Designated
Lender shall have all the rights that a Bank making such Loans or portion
thereof would have had under this Agreement and otherwise; provided that (x) its
voting rights under this Agreement shall be exercised solely by Designating Bank
and (y) its Designating Bank shall remain solely responsible to the other
parties hereto for the performance of its obligations under this Agreement,
including its obligations in respect of the Loans or portion thereof made by it.
No additional Note shall be required to evidence Loans or portions thereof made
by a Designated Lender; and the Designating Bank shall be deemed to hold its
Note as agent for its Designated Lender to the extent of the Loans or portion
thereof funded by such Designated Lender. Each Designating Bank shall act as
administrative agent for its Designated Lender and give and receive notices and
other communications on its behalf. Any payments for the account of any
Designated Lender shall be paid to its Designating Bank as administrative agent
for such Designated Lender and neither the Borrower nor the Administrative Agent
shall be responsible for any Designating Bank's application of such payments. In
addition, any Designated Lender may (i) with notice to, but without the prior
written consent of the Borrower or the Administrative Agent, assign all or
portions of its interest in any Loans to its Designating Bank or to any
financial institutions consented to by the 


                                       69
<PAGE>


Borrower and the Administrative Agent providing liquidity and/or credit
facilities to or for the account of such Designated Lender to support the
funding of Loans or portions thereof made by such Designated Lender and (ii)
disclose on a confidential basis any non-public information relating to its
Loans or portions thereof to any rating agency, commercial paper dealer or
provider of any guarantee, surety, credit or liquidity enhancement to such
Designated Lender.

          (b) Each party to this Agreement agrees that it will not institute
against, or join any other person in instituting against, any Designated Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceeding under any federal or state bankruptcy or similar
law, for one year and a day after all outstanding senior indebtedness of such
Designated Lender is paid in full. The Designating Bank for each Designated
Lender agrees to indemnify, save, and hold harmless each other party hereto for
any loss, cost, damage and expense arising out of its inability to institute any
such proceeding against such Designated Lender. This Section 9.08(b) shall
survive the termination of this Agreement.

         SECTION 9.9. Collateral. Each of the Banks represents to each of the
Agents and the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

         SECTION 9.10. Governing Law; Submission to Jurisdiction. This Agreement
and each Note shall be governed by and construed in accordance with the laws of
the State of New York. The Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City for purposes
of all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Borrower irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

         SECTION 9.11. Counterparts; Integration; Effectiveness. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof except
the 


                                       70
<PAGE>


obligations of the Borrower to pay fees and expenses as specified in the
respective commitment letters and fee letters heretofore entered into between
the Borrower and the Agents. This Agreement shall become effective upon receipt
by the Administrative Agent of counterparts hereof signed by each of the parties
hereto (or, in the case of any party as to which an executed counterpart shall
not have been received, receipt by the Administrative Agent in form satisfactory
to it of telegraphic, telex, facsimile or other written confirmation from such
party of execution of a counterpart hereof by such party).

         SECTION 9.12. Confidentiality. Each Bank agrees to exercise reasonable
efforts to keep confidential any written information delivered or made available
by the Borrower or any of its Subsidiaries to such Bank in connection with this
Agreement; provided that nothing herein shall prevent any Bank from disclosing
such information (i) to any other Bank, (ii) to its officers, directors,
employees, agents, attorneys and accountants, (iii) upon the order of any court
or administrative agency, (iv) upon the request or demand of any regulatory
agency or authority having jurisdiction over such Bank, (v) which has become
publicly available without breach of any agreement between the parties hereto,
including this Agreement, (vi) in connection with any litigation to which the
Administrative Agent, the Collateral Agent or any Bank or their respective
affiliates may be a party, (vii) in connection with the exercise of any remedy
hereunder, (viii) to such Bank's legal counsel and independent auditors, and
(ix) to any actual or proposed participant or assignee of all or part of its
rights hereunder which has agreed in writing to be bound by the provisions of
this Section 9.12.

         SECTION 9.13. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENTS
AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


                                       71
<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.

                                   UNITED ASSET MANAGEMENT
                                   CORPORATION


                                   By: /s/ William H. Park
                                      ---------------------------------
                                       Title: Chief Financial Officer
                                       One International Place
                                       Boston, MA 02110



                                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
                                   Administrative Agent


                                   By: /s/ Glenda L. Winter-Irving
                                      ---------------------------------
                                       Title: Vice President



                                   BANKBOSTON, N.A., as Collateral Agent


                                   By: /s/ Stewart P. Neff
                                      ---------------------------------
                                       Title: Managing Director


                                       72
<PAGE>


                                   MORGAN GUARANTY TRUST COMPANY  OF NEW YORK


                                   By: /s/ Glenda L. Winter-Irving
                                      ---------------------------------
                                       Title: Vice President



                                   BANKBOSTON, N.A.


                                   By: /s/ Stewart P. Neff
                                      ---------------------------------
                                       Title: Managing Director



                                   DEUTSCHE BANK AG NEW YORK AND/OR 
                                   CAYMAN ISLANDS BRANCHES


                                   By: /s/ Jonathan B.P. Mendes
                                      ---------------------------------
                                       Title: Vice President


                                   By: /s/ Peter J. Bassler
                                      ---------------------------------
                                       Title: Vice President



                                   BANK OF AMERICA NT & SA


                                   By: /s/ John G. Hayes
                                      ---------------------------------
                                       Title: Vice President



                                   THE CHASE MANHATTAN BANK


                                       73
<PAGE>


                                   By: /s/ David J. Cintron
                                      ---------------------------------
                                       Title: Vice President


                                   MELLON BANK, N.A.


                                   By: /s/ Joanna Patterson
                                      ---------------------------------
                                       Title: Officer


                                   NATIONSBANK, N.A.


                                   By: /s/ Ken Ricciardi
                                      ---------------------------------
                                       Title: Senior Vice President


                                   CITIBANK, N.A.


                                   By: /s/ Alexander Duka
                                      ---------------------------------
                                       Title: Attorney-In-Fact


                                   COMMERZBANK AG NEW YORK BRANCH


                                   By: /s/ William M. Earley
                                      ---------------------------------
                                       Title: Vice President


                                   By: /s/ Joseph J. Hayes
                                      ---------------------------------
                                       Title: Assistant Vice President

                                   CREDIT LYONNAIS NEW YORK BRANCH


                                   By: /s/ Sebastian Rocco
                                      ---------------------------------



                                       74
<PAGE>

                                      Title: Senior Vice President


                                   THE FIRST NATIONAL BANK OF CHICAGO


                                   By: /s/ Nicole Holzapfel
                                      ---------------------------------
                                       Title: Vice President


                                   FLEET BANK


                                   By: /s/ Robert McClelland
                                      ---------------------------------
                                       Title: Vice President


                                   THE ROYAL BANK OF SCOTLAND PLC


                                   By: /s/ David Dougan
                                      ---------------------------------
                                       Title: Vice President


                                   BANQUE PARIBAS


                                   By: /s/ Charles T. Spinner
                                      ---------------------------------
                                       Title: Managing Director


                                   By: /s/ Sean M. Bradley
                                      ---------------------------------
                                       Title: Director





                                   BAYERISCHE VEREINSBANK AG



                                       75
<PAGE>

                                   By: /s/ David A. Lefkovits
                                      ---------------------------------
                                       Title: Vice President


                                   By: /s/ Debra L. Laskowski
                                      ---------------------------------
                                       Title: Vice President



                                   THE LONG-TERM CREDIT BANK OF 
                                   JAPAN, LIMITED, NEW YORK BRANCH


                                   By: /s/ Gregory L. Hong
                                      ---------------------------------
                                       Title: Deputy General Manager



                                   STATE STREET BANK AND TRUST COMPANY


                                   By: /s/ Edward A. Siegel
                                      ---------------------------------
                                       Title: Assistant Vice President



                                   THE BANK OF NEW YORK


                                   By: /s/ David C. Babbitt
                                      ---------------------------------
                                       Title: Vice President


                                   SOCIETE GENERALE, NEW YORK BRANCH


                                   By: /s/ Dabney Giles Treacy
                                      ---------------------------------



                                       76
<PAGE>

                                      Title: Vice President



                                   UNION BANK OF CALIFORNIA, N.A.


                                   By: /s/ David C. Hants
                                      ---------------------------------
                                       Title: Vice President



                                   ABN-AMRO


                                   By: /s/ Eisso Van Der Meulen
                                      ---------------------------------
                                       Title: Vice President


                                   By: /s/ John Kirk
                                      ---------------------------------
                                       Title: Senior Vice President



                                   per pro BROWN BROTHERS HARRIMAN & CO.


                                   By: /s/ Louise A. Coughlan
                                      ---------------------------------
                                       Title: Manager


                                   ING (U.S.) CAPITAL CORPORATION


                                   By: /s/ Kunduck Moon
                                      ---------------------------------
                                       Title: Managing Director


                                   THE SUMITOMO BANK, LIMITED



                                       77
<PAGE>

                                   By: /s/ Brian M. Smith
                                      ---------------------------------
                                       Title: Senior Vice President


                                   By: /s/ James H. Broadley
                                      ---------------------------------
                                       Title: Vice President


                                   WACHOVIA BANK, N.A.


                                   By: /s/ John P. Rafferty
                                      ---------------------------------
                                       Title: Senior Vice President




                                       78

<PAGE>




                               COMMITMENT SCHEDULE
<TABLE>
<CAPTION>


Bank                                                                                   Commitment
<S>                                                                                   <C>        
Morgan Guaranty Trust Company of New York                                             $50,000,000
BankBoston, N.A.                                                                      $50,000,000
Deutsche Bank AG, New York and/or Cayman Islands Branches                             $50,000,000
Bank of America NT & SA                                                               $47,000,000
The Chase Manhattan Bank                                                              $47,000,000
Mellon Bank, N.A.                                                                     $47,000,000
NationsBank, N.A.                                                                     $47,000,000
Citibank, N.A.                                                                        $40,000,000
Commerzbank AG New York Branch                                                        $40,000,000
Credit Lyonnais New York Branch                                                       $40,000,000
The First National Bank of Chicago                                                    $40,000,000
Fleet Bank                                                                            $40,000,000
The Royal Bank of Scotland PLC                                                        $40,000,000
Banque Paribas                                                                        $30,000,000
Bayerische Vereinsbank AG                                                             $30,000,000
The Long-Term Credit Bank of Japan, New York Branch                                   $30,000,000
State Street Bank and Trust Company                                                   $22,000,000
The Bank of New York                                                                  $20,000,000
Societe Generale, New York Branch                                                     $20,000,000
Union Bank of California, N.A.                                                        $20,000,000
ABN-AMRO                                                                                       $0
Brown Brothers Harriman & Co.                                                                  $0
ING (U.S.) Capital Corporation                                                                 $0
The Sumitomo Bank, Limited                                                                     $0
Wachovia Bank, N.A.                                                                            $0
                                                                                               --
         Total                                                                       $750,000,000

</TABLE>



<PAGE>


                                PRICING SCHEDULE

         Each of "Euro-Dollar Margin" and "Facility Fee Rate" means, for any
date, the rates set forth below in the row opposite such term and in the column
corresponding to the "Pricing Level" that applies at such date:

<TABLE>
<CAPTION>


                            Level I        Level II       Level III       Level IV        Level V

<S>                         <C>             <C>             <C>            <C>             <C>   
Euro-Dollar Margin          1.250%          1.500%          1.875%         2.250%          2.500%
Facility Fee Rate           0.250%          0.300%          0.375%         0.500%          0.625%

</TABLE>


         For purposes of this Schedule, the following terms have the following
meanings:

         "Level I Pricing" applies at any date if, at such date, the Applicable
Pricing Ratio is equal to or less than 1.75:1.0.

         "Level II Pricing" applies at any date if, at such date, (i) the
Applicable Pricing Ratio is equal to or less than 2.25:1.0 and (ii) Level I
Pricing does not apply.

         "Level III Pricing" applies at any date if, at such date, (i) the
Applicable Pricing Ratio is equal to or less than 3.0:1.0 and (ii) neither Level
I Pricing nor Level II Pricing applies.

         "Level IV Pricing" applies at any date if, at such date, (i) the
Applicable Pricing Ratio is equal to or less than 3.75:1.0 and (ii) none of
Level I Pricing, Level II Pricing and Level III Pricing applies.

         "Level V Pricing" applies at any date if, at such date, (i) the
Applicable Pricing Ratio is greater than 3.75:1.0 and (ii) no other Pricing
Level applies.

         "Applicable Pricing Ratio" means, at any date, the ratio of (i)
Consolidated Senior Debt at the last day of the fiscal quarter most recently
ended on or prior to such date with respect to which the Borrower has delivered
the financial statements required to be delivered by it pursuant to Section
5.01(a) or 5.01(b), as the case may be, to (ii) Consolidated EBITDA for the
period of four consecutive fiscal quarters then ended; provided that for each
day from and including the date on which the Borrower is required to deliver the
financial statements described in Section 5.01(a) or 5.01(b), as the case may
be, for its most 


<PAGE>


recently ended fiscal quarter to but excluding the date on which such financial
statements are so delivered, the Applicable Pricing Ratio shall be deemed to
exceed 3.75:1.0.

         "Pricing Level" refers to the determination of which of Level I, Level
II, Level III, Level IV or Level V applies at any date.


<PAGE>





                                                                       EXHIBIT A

                                      NOTE
                                                 New York, New York
                                                 ___________ __, 199_

         For value received, United Asset Management Corporation, a Delaware
corporation (the "Borrower"), promises to pay to the order of
______________________ (the "Bank"), for the account of its Applicable Lending
Office, the unpaid principal amount of each Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below on the maturity date
provided for in the Credit Agreement. The Borrower promises to pay interest on
the unpaid principal amount of each such Loan on the dates and at the rate or
rates provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Morgan Guaranty Trust Company of
New York, 60 Wall Street, New York, New York.

         All Loans made by the Bank, the respective types and maturities thereof
and all repayments of the principal thereof shall be recorded by the Bank and,
if the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.

         This note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of April 29, 1998 among the Borrower, the Banks listed
on the signature pages thereof, Morgan Guaranty Trust Company of New York, as
Administrative Agent and BankBoston, N.A. (formerly The First National Bank of
Boston), as Collateral Agent (as the same may be amended from time to time, the
"Amended and Restated Credit Agreement"). Terms defined in the Amended and
Restated Credit Agreement are used herein with the same meanings. Reference is
made to the Amended and Restated Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.

                       United Asset Management Corporation


<PAGE>

                                             By:

                                                                           Name:
                                                                          Title:



                         LOANS AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
Date               Amount of      Type of         Amount of         Maturity     Notation 
                     Loan           Loan       Principal Repaid       Date        Made By
-------------------------------------------------------------------------------------------
<S>                 <C>            <C>          <C>                 <C>           <C>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

<TABLE>

<S>                 <C>            <C>          <C>                 <C>           <C>


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

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

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









</TABLE>


<PAGE>



                                                                       EXHIBIT B


                         GUARANTY AND SECURITY DOCUMENTS
                           CONFIRMATION AND AMENDMENT

         GUARANTY AND SECURITY DOCUMENTS CONFIRMATION AND AMENDMENT dated as of
April 29, 1998 among UNITED ASSET MANAGEMENT CORPORATION, a Delaware corporation
(the "Borrower"), UNITED ASSET MANAGEMENT HOLDINGS, INC., a Delaware corporation
("UAM Holdings"), UNITED ASSET MANAGEMENT TRADEMARK, INC., a Delaware
corporation ("UAM Trademark"), UAM INVESTMENT CORPORATION, a Delaware
corporation ("UAM Investment"), HEITMAN FINANCIAL LTD., an Illinois corporation
("Heitman"), UNITED ASSET MANAGEMENT U.K. HOLDINGS, INC., a Delaware corporation
("UAM U.K. Holdings"), CLAY FINLAY, INC., a New York corporation ("Clay Finlay")
and LML HOLDINGS, INC., a Delaware corporation ("LML Holdings"; UAM Holdings,
UAM Trademark, UAM Investment, Heitman, UAM U.K. Holdings, Clay Finlay, LML
Holdings, each a "Guaranty Subsidiary" and collectively, the "Guaranty
Subsidiaries") in favor of the Banks and the Agents (as defined below).

                               W I T N E S S E T H

         WHEREAS, the Borrower, certain of the Banks, Morgan Guaranty Trust
Company of New York, as Administrative Agent (the "Administrative Agent") and
BankBoston, N.A., as Collateral Agent, are parties to the Second Amended and
Restated Credit Agreement dated as of November 18, 1994, as amended and restated
by an Amended and Restated Credit Agreement dated as of April 19, 1996 (as
amended to the Effective Date, the "Original Agreement");

         WHEREAS, simultaneously with the execution of this Confirmation and
Amendment, the Borrower, the banks listed on the signature pages thereof (the
"Banks"), Morgan Guaranty Trust Company of New York, as Administrative Agent and
BankBoston, N.A., as Collateral Agent and Documentation Agent, are entering into
an Amended and Restated Credit Agreement dated as of the date hereof (the
"Amended and Restated Credit Agreement"), which amends and restates the Original
Agreement in its entirety (such Original Agreement, as amended and restated by
the Amended and Restated Credit Agreement and as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement");


                                      B-1
<PAGE>


         WHEREAS, it is a condition precedent to the effectiveness of the
Amended and Restated Credit Agreement and to the obligation of the Banks to make
Loans thereunder that the Borrower and each of the Guaranty Subsidiaries shall
have executed and delivered this Guaranty and Security Documents Confirmation
and Amendment (the "Confirmation and Amendment");

         NOW, THEREFORE, the parties hereto agree:

           1. Unless the context otherwise requires, capitalized terms used
herein without definition shall have the meanings given to such terms in the
Credit Agreement.

           2. The term "Banks" as defined in each of the Collateral Documents
and the Subsidiary Guaranties (collectively, the "Documents") shall include all
banks and other financial institutions from time to time parties to the Credit
Agreement as "Banks".

           3. All references in the Documents to "the Agreement", "the Credit
Agreement", "the Amended and Restated Credit Agreement", or the like shall refer
to the Credit Agreement, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

           4. Without limitation of any of the terms of the Documents, the
Borrower and each Guaranty Subsidiary hereby confirms and agrees that the terms
"Obligations" and "Guaranteed Obligations" as used in the Documents shall
include all obligations of the Borrower under the Credit Agreement including (a)
all principal of and interest (including, without limitation, any interest which
accrues after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency or reorganization of the Borrower, whether or not
allowed or allowable as a claim in any such proceeding) on any loan under, or
any note issued pursuant to, the Credit Agreement, (b) all other amounts payable
by the Borrower hereunder or under the Credit Agreement and (c) any renewals or
extensions of any of the foregoing.

           5. Each of the Guaranty Subsidiaries hereby acknowledges receipt of a
copy of the Credit Agreement and of each agreement, instrument or document
delivered in connection therewith on the Closing Date.

           6. Each reference to the "Loan Documents" appearing anywhere in any
of the Documents shall refer to the "Financing Documents" as such term is
defined in the Credit Agreement.


                                      B-2
<PAGE>


           7. Each reference to "Loans" appearing anywhere in any of the
Documents shall refer to "Loans" as such term is defined in the Credit
Agreement.

           8. Each reference to "Money Market Loans" appearing anywhere in any
of the Documents shall refer to (i) "Money Market Loans" as such term is defined
in the Original Agreement made prior to the Closing Date and (ii) Non-Facility
Borrowings made on or after the Closing Date.

           9. Schedule A to the Pledge Agreement is hereby amended to read in
its entirety as set forth on Exhibit A hereto.

          10. Schedule A to the Subsidiaries Guaranty dated as of May 18, 1992,
as amended, by UAM Holdings, United Asset Management Trademark, Inc. and UAM
Investment Corporation in favor of the Beneficiaries named therein (the
"Subsidiaries Guaranty") is hereby amended to read in its entirety as set forth
on Exhibit B hereto.

          11. Schedule A to the Subsidiaries Pledge Agreement is hereby amended
to read in its entirety as set forth on Exhibit C hereto.

          12. The amendments set forth herein are limited precisely as written
and shall not be deemed to (i) be an amendment to or waiver of any other term or
condition of the Documents or any of the instruments and documents referred to
therein, or (ii) prejudice any right or rights which the Agents or the Banks may
now have or may have in the future under or in connection with the Documents, as
amended, or any of the instruments and documents referred to therein. Except as
expressly modified hereby or pursuant hereto, the terms and provisions of the
Documents and the instruments and documents referred to therein shall remain in
full force and effect, and, as so modified, are hereby ratified and confirmed.

          13. This Confirmation and Amendment is the Guaranty and Security
Documents Confirmation and Amendment referred to in the Credit Agreement. All
guaranties, liens and security interests made or granted by the Borrower or any
Guaranty Subsidiary pursuant to the Documents are hereby ratified and confirmed.

          14. This Confirmation and Amendment may be signed in any number of
separate counterparts, each of which shall constitute an original instrument and
all of which taken together shall constitute one and the same instrument, with
the same force and effect as if the signatures of all the parties hereto were on
a single 


                                      B-3
<PAGE>


instrument.

          15. The Borrower and each of the Guaranty Subsidiaries hereby
represents and warrants that (i) it has the right, power and capacity and has
been duly authorized and empowered by all required corporate and shareholder
action to enter into, execute, deliver and perform this Confirmation and
Amendment; (ii) this Confirmation and Amendment constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as enforcement thereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and general principles of equity (regardless of
whether such enforcement is sought in a proceeding in equity or at law); (iii)
the execution, delivery and performance of this Confirmation and Amendment do
not and will not violate any provision of its certificate of incorporation or
by-laws or any contractual provision to which it is a party or to which it or
any of its property is subject; and (iv) all representations and warranties
contained in the Documents (as amended by this Confirmation and Amendment) are
true and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date hereof.

          16. THIS CONFIRMATION AND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                      B-4
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Confirmation and
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                                          UNITED ASSET MANAGEMENT 
                                          CORPORATION


                                          By:
                                               Name:
                                               Title:



                                          UNITED ASSET MANAGEMENT 
                                          HOLDINGS, INC.


                                          By:
                                               Name:
                                               Title:



                                          UNITED ASSET MANAGEMENT 
                                          TRADEMARK, INC.
                                          By:
                                               Name:
                                               Title:



                                          UAM INVESTMENT CORPORATION
                                          By:
                                               Name:
                                               Title:



                                          HEITMAN FINANCIAL LTD.
                                          By:


                                      B-5
<PAGE>

                                               Name:
                                               Title:


                                         UNITED ASSET MANAGEMENT U.K. 
                                         HOLDINGS, INC.


                                          By:
                                               Name:
                                               Title:



                                          CLAY FINLAY, INC.


                                          By:
                                               Name:
                                               Title:


                                          LML HOLDINGS, INC.


                                          By:
                                               Name:
                                               Title:

AGREED:                                   MORGAN GUARANTY TRUST 
                                          COMPANY OF NEW YORK, as
                                          Administrative Agent


                                          By:
                                               Name:
                                               Title:


                                          BANKBOSTON, N.A., as Collateral Agent


                                      B-6
<PAGE>


                                          By:
                                               Name:
                                               Title:


                                          MORGAN GUARANTY TRUST 
                                          COMPANY OF NEW YORK


                                          By:
                                               Name:
                                               Title:



                                          BANKBOSTON, N.A.


                                          By:
                                               Name:
                                               Title:



                                          DEUTSCHE BANK AG NEW YORK 
                                          AND/OR CAYMAN ISLANDS
                                          BRANCHES


                                          By:
                                               Name:
                                               Title:


                                          By:
                                               Name:
                                               Title:


                                      B-7
<PAGE>


                                          BANK OF AMERICA NT & SA


                                          By:
                                               Name:
                                               Title:


                                          THE CHASE MANHATTAN BANK


                                          By:
                                               Name:
                                               Title:


                                          MELLON BANK, N.A.


                                          By:
                                               Name:
                                               Title:


                                          By:
                                               Name:
                                               Title:



                                          NATIONSBANK, N.A.


                                          By:
                                               Name:
                                               Title:




                                          By:


                                      B-8
<PAGE>


                                               Name:
                                               Title:



                                          CITIBANK, N.A.


                                          By:
                                               Name:
                                               Title:



                                          COMMERZBANK AG NEW YORK BRANCH


                                          By:
                                               Name:
                                               Title:




                                          By:
                                               Name:
                                               Title:



                                          CREDIT LYONNAIS NEW YORK 
                                          BRANCH


                                          By:
                                               Name:
                                               Title:



                                      B-9
<PAGE>

                                          THE FIRST NATIONAL BANK OF 
                                          CHICAGO


                                          By:
                                               Name:
                                               Title:


                                          FLEET BANK


                                          By:
                                               Name:
                                               Title:


                                          THE ROYAL BANK OF SCOTLAND PLC


                                          By:
                                               Name:
                                               Title:


                                          BANQUE PARIBAS


                                          By:
                                               Name:
                                               Title:


                                          By:
                                               Name:
                                               Title:


                                          BAYERISCHE VEREINSBANK AG


                                      B-10
<PAGE>

                                          By:
                                               Name:
                                               Title:


                                          By:
                                               Name:
                                               Title:

                                          THE LONG-TERM CREDIT BANK OF 
                                          JAPAN, NEW YORK BRANCH


                                          By:
                                               Name:
                                               Title:


                                          STATE STREET BANK AND TRUST 
                                          COMPANY


                                          By:
                                               Name:
                                               Title:


                                          THE BANK OF NEW YORK


                                          By:
                                               Name:
                                               Title:


                                          SOCIETE GENERALE, NEW YORK 
                                          BRANCH


                                          By:
                                               Name:


                                      B-11
<PAGE>


                                               Title:


                                          UNION BANK OF CALIFORNIA, N.A.


                                          By:
                                               Name:
                                               Title:



                                      B-12
<PAGE>



                                                                    EXHIBIT A TO
                                                                Confirmation and
                                                                       Amendment

                         SCHEDULE A TO PLEDGE AGREEMENT
                     BY AND BETWEEN UNITED ASSET MANAGEMENT
                       CORPORATION AND THE FIRST NATIONAL
                       BANK OF BOSTON, AS COLLATERAL AGENT

         The Collateral covered by the Pledge Agreement to which this 
Schedule A is annexed includes, without limitation, the following (and all 
proceeds thereof):

           A. The following shares of stock (the "First Priority Pledged 
Securities"), certificates representing which are hereby delivered to the 
Collateral Agent in good transferable form, endorsed by the Pledgor in blank:

<TABLE>
<CAPTION>


Issuer                                                    Number of     Percentage    Certificate
                                                           Shares           of          Number
                                                                        Outstanding
                                                                          Shares

<S>                                                          <C>           <C>             <C>
Chicago Asset Management Company                             100           100%            1

Nelson, Benson & Zellmer, Inc.                               100           100%            1

Colony Capital Management, Inc. (formerly named              100           100%            2
Hamilton, Allen & Associates, Inc.)

Thompson, Siegel & Walmsley, Inc.                           2,898          100%            18, 19

Analytic/TSA Global Asset Management, Inc. (formerly        3,400          100%            20
named Analytic Investment Management, Inc.)

Northern Capital Management Incorporated (certificate        100           100%            1
in name of NCM Newco, Inc.)

Cooke & Bieler, Inc.                                        5,462          100%            208, 209

Fiduciary Management Associates, Inc.                        900           100%            11, 12

Investment Counselors of Maryland, Inc.                     7,500          100%            52

Rothschild Pell Rudman, Inc. (formerly named The          638.6316         100%            12
Rothschild Company)

Sterling Capital Management Company                         7,757          100%            7, 8

</TABLE>


                                      B-13
<PAGE>
<TABLE>
<CAPTION>


Issuer                                                    Number of     Percentage    Certificate
                                                           Shares           of          Number
                                                                        Outstanding
                                                                          Shares

<S>                                                          <C>           <C>             <C>
Rice, Hall, James & Associates                               100           100%            2

C.S. McKee & Company, Incorporated                      21,000 Class       100%         55, 127
                                                              A
                                                        7,430 Class B

HIMCO, Inc. (d/b/a/ Hanson Investment Management             400           100%            6
Company)

Barrow, Hanley, Mewhinney & Strauss, Inc.                    100           100%            2

Sirach Capital Management, Inc.                              100           100%            3

United Asset Management Holdings, Inc.                       100           100%            1

United Asset Management Trademark, Inc.                      100           100%            1

The Campbell Group, Inc.                                     100           100%            2

Pilgrim Baxter Value Investors, Inc. (formerly named         100           100%           10
Newbold's Asset Management, Inc.)

UAM Investment Corporation                                   100           100%            1

Cambiar Investors, Inc.                                      100           100%           16

Spectrum Asset Management, Inc.                              100           100%            3

UAM Fund Distributors, Inc. (formerly named Regis           7,000          100%            3
Retirement Plan Services, Inc.

Analytic/TSA International, Inc. (formerly named             100           100%            1
Alpha Global Fixed Income Managers, Inc.)

Ki Pacific Asset Management, Inc.                            100           100%            2

L&B Realty Advisors, Inc.                                   3,710           95%           A-2

United Asset Management U.K. Holdings Inc.                    1            100%            2

UAM Retirement Plan Services, Inc.(formerly named            100           100%            4
Regis Administrative Services, Inc.)

Heitman Financial Ltd.                                       100           100%            3

GSB Investment Management, Inc.                              100           100%            2

</TABLE>


                                      B-14
<PAGE>

<TABLE>
<CAPTION>


Issuer                                                    Number of     Percentage    Certificate
                                                           Shares           of          Number
                                                                        Outstanding
                                                                          Shares

<S>                                                          <C>           <C>             <C>
John K. Dwight Asset Management Company, Inc.                100           100%            3

Investment Research Company                                  100           100%           13

Suffolk Capital Management, Inc.                             100           100%            3

United Asset Management (Japan), Inc.                       1,000          100%            2

Pilgrim Baxter & Associates, Ltd.                            100           100%            3

JAM Asset Management, Inc.                                   100           100%            2

Clay Finlay Inc.                                             100           100%            1

Investlink Technologies, Inc.                               1,000          100%            5

J.R. Senecal & Associates Investment Counsel, Inc.           65             65%           C-3

503652 N.B. Inc.                                             65             65%           C-2

UAM Shareholder Service Center, Inc.                         100           100%            1

Thomson, Horstmann & Bryant, Inc.                            100           100%            1

LML Holdings, Inc.                                           100           100%            1

505268 N.B. Inc.                                             65             65%           C-3

ONT Holdings, Inc.                                           100           100%            1

</TABLE>


           B. The following shares of stock (the "Second Priority Pledged
Securities"), certificates representing which are held pursuant to Stockholder
Pledge Agreements, by which selling stockholders have been granted first
priority liens in such shares, as follows:

<TABLE>
<CAPTION>


     Issuer          Number of     Percentage of    Certificate     Certificate     Stockholder
                       Shares       Outstanding        Number          Holder          Pledge
                                       Shares                                        Agreement
<S>                 <C>             <C>              <C>             <C>            <C>

                                      NONE




</TABLE>

                                      B-15
<PAGE>






                                                                    EXHIBIT B TO
                                                                Confirmation and
                                                                       Amendment

                                   Schedule A
                              Subsidiaries Guaranty

                          Subsidiaries of UAM Holdings


  1.   Dewey Square Investors Corporation, a Delaware corporation

  2. MGH Newco. Inc., a Delaware corporation (formerly named UAM Realty Advisors
Investment Corporation)

  3.   Hellman, Jordan Management Company, Inc., a Delaware corporation

  4. HMH Investment Advisors, Inc., a Delaware corporation (formerly named
Hagler, Mastrovita & Hewitt, Inc.)

  5.   First Pacific Advisors, Inc., a Massachusetts corporation

  6.   Acadian Asset Management, Inc., a Massachusetts corporation

  7.   NWQ Investment Management Company, Inc., a Massachusetts corporation

  8.   Pell, Rudman & Co., Inc., a Delaware corporation

  9.   Tom Johnson Investment Management, Inc., a Massachusetts corporation

 10.   Provident Investment Counsel, Inc., a Massachusetts corporation

 11.   UAM Fund Services, Inc., a Delaware corporation

 12.   OSV Currency Advisors, Inc., a Delaware corporation

 13.   Pacific Financial Research, Inc., a Massachusetts corporation

 14.   Palomar Capital Management, Inc., a Massachusetts corporation

 15.   UAM Investment Services, Inc., a Delaware corporation


                                      B-16
<PAGE>


                                                                    EXHIBIT C TO
                                                                Confirmation and
                                                                       Amendment

                                   Schedule A
                          Subsidiaries Pledge Agreement
            By and Between United Asset Management Holdings, Inc. and
                      BankBoston, N.A., as Collateral Agent


         The Collateral covered by the Subsidiaries Pledge Agreement to which
this Schedule is annexed includes, without limitation, the following shares of
stock, certificates representing which have been delivered to the Collateral
Agent in good transferable form, endorsed by the Pledgor in blank (and all
proceeds thereof):

<TABLE>
<CAPTION>

                       Issuer                          Number of     Percentage of   CertificateNumber
                                                         Shares         Shares
                                                                      Outstanding

<S>                                                      <C>             <C>                   <C>
Hellman, Jordan Management Company, Inc.............     449.5           100%                  30
HMH Investment Advisors, Inc. (formerly named            50,000          100%                  11
Hagler, Mastrovita & Hewitt, Inc)...................
Dewey Square Investors Corporation..................      100            100%                   1
MGH Newco, Inc. (formerly named UAM Realty Advisors       100            100%                   1
Investment Corporation). .
First Pacific Advisors, Inc. .......................    200,000          100%                   2
Acadian Asset Management Inc. ......................      100            100%                   7
NWQ Investment Management Company, Inc. ............    200,000          100%                   2
Pell, Rudman & Co., Inc. ...........................      100            100%                   2
Tom Johnson Investment Management Inc. .............      100            100%                   2
Provident Investment Counsel, Inc...................      100            100%                   2
UAM Fund Services Inc. .............................      100            100%                   2
UAM Investment Services, Inc. ......................      100            100%                   2
OSV Currency Advisors, Inc. . . . . . . . . . . .         100            100%                   4
</TABLE>

                                      B-17
<PAGE>

<TABLE>
<S>                                                      <C>             <C>                   <C>
Pacific Financial Research, Inc. . . . . . . . . . .      100            100%                   1
Palomar Capital Management, Inc. . . . . . . .            100            100%                   4

</TABLE>




                                      B-18
<PAGE>

                                                                            PAGE


                                                                       EXHIBIT C


                       OPINION OF COUNSEL FOR THE BORROWER

                                                                  April 29, 1998

Morgan Guaranty Trust Company of New York,
     as Administrative Agent
60 Wall Street
New York, New York 10260

and

BankBoston, N.A.,
     as Collateral Agent
100 Federal Street
Boston, Massachusetts 02110

and

Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260

BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110

Deutsche Bank AG New York and/or
     Cayman Islands Branches
31 West 52nd Street
New York, New York 10019

Bank of America NT & SA
231 South LaSalle Street
Chicago, Illinois 60697

The Bank of New York
One Wall Street
New York, New York 10286


<PAGE>
                                                                         PAGE


Banque Paribas
787 Seventh Avenue
New York, New York 10019

Bayerische Vereinsbank AG
150 East 42nd Street
New York, New York 10017-4679

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017

Citibank, N.A.
399 Park Avenue
New York, New York 10043

Commerzbank AG New York Branch
World Financial Center
New York, New York 10281-1050

Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, New York 10019

The First National Bank of Chicago
153 West 51st
Street New York, New York 10019

Fleet Bank
One Federal Street
Boston, Massachusetts 02211

The Long-Term Credit Bank of Japan, Limited,
     New York Branch
165 Broadway
New York, New York 10006

Mellon Bank, N.A.
One Mellon Bank Center


<PAGE>


44th Floor/Room 4440
Pittsburgh, Pennsylvania 15258

NationsBank, N.A.
600 Peachtree Street N.E.
Atlanta, Georgia 30308

The Royal Bank of Scotland Plc
Wall Street Plaza
88 Pine Street, 26th Floor
New York, New York 10005

Societe Generale, New York Branch
1221 Avenue of the Americas
New York, New York 10020

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

Union Bank of California, N.A.
350 California Street
San Francisco, California 94104

as Banks under the Credit Agreement referred to below.

Ladies and Gentlemen:

         We have acted as counsel to United Asset Management Corporation, a
Delaware corporation (the "Company"), United Asset Management Holdings, Inc., a
Delaware corporation ("UAM Holdings") and a wholly-owned subsidiary corporation
of the Company, United Asset Management Trademark, Inc., a Delaware corporation
("UAM Trademark") and a wholly-owned subsidiary corporation of the Company, UAM
Investment Corporation, a Delaware corporation ("UAM Investment") and a
wholly-owned subsidiary corporation of the Company, United Asset Management U.K.
Holdings, Inc., a Delaware corporation ("UAM U.K. Holdings") and a wholly-owned
subsidiary corporation of the Company, and LML Holdings, Inc., a Delaware
corporation ("LML Holdings") and a wholly-owned subsidiary corporation of the
Company (UAM Holdings, UAM Trademark, UAM Investment, UAM U.K. Holdings, and LML
Holdings are hereinafter collectively called the "Guaranty Subsidiaries"), in


                                      C-3
<PAGE>


connection with the preparation, execution, and delivery of (1) the Amended and
Restated Credit Agreement dated as of April 29, 1998 (the "Credit Agreement")
among the Company, Morgan Guaranty Trust Company of New York, BankBoston, N.A.,
Deutsche Bank AG New York and/or Cayman Islands Branches, Bank of America NT &
SA, The Bank of New York, Banque Paribas, Bayerische Vereinsbank AG, The Chase
Manhattan Bank, Citibank, N.A., Commerzbank AG New York Branch, Credit Lyonnais
New York Branch, The First National Bank of Chicago, Fleet Bank, The LongTerm
Credit Bank of Japan, Limited, New York Branch, Mellon Bank, N.A., NationsBank,
N.A., The Royal Bank of Scotland Plc, Societe Generale , New York Branch, State
Street Bank and Trust Company, Union Bank of California, N.A. (the "Banks"),
certain other banks and financial institutions party thereto, Morgan Guaranty
Trust Company of New York, as Administrative Agent (the "Administrative Agent"),
and BankBoston, N.A. (formerly The First National Bank of Boston), as Collateral
Agent (the "Collateral Agent"), (2) the Notes dated April 29, 1998 of the
Company evidencing the obligation of the Company to the Banks to repay the Loans
on such dates as are provided in the Credit Agreement (the "Notes"), and (3) the
Guaranty and Security Documents Confirmation and Amendment dated as of April 29,
1998 (the "Confirmation and Amendment") among the Company, the Guaranty
Subsidiaries, Heitman Financial Ltd., an Illinois corporation, Clay Finlay Inc.,
a New York corporation, the Administrative Agent, the Collateral Agent, and the
Banks. Capitalized terms used herein and not otherwise defined herein have the
meanings assigned to them in the Credit Agreement. The Credit Agreement, the
Notes, and the Confirmation and Amendment are hereinafter collectively called
the "Credit Documents". This opinion is being furnished to you pursuant to
Section 3.01(b) of the Credit Agreement. The Company has instructed is to
prepare this opinion and deliver it to the Banks, the Administrative Agent, and
the Collateral Agent for their benefit.

         As such counsel, we have examined the originals or copies, certified or
otherwise identified to our satisfaction, of the following:

          (a)   the Credit Documents;

          (b)   a copy, certified as of a recent date by the Secretary of State
                of the State of Delaware, of the charter documents of each of
                the Company and the Guaranty Subsidiaries;

          (c)   certificates of recent date of the Secretary of State of the
                State of Delaware as to the incorporation, legal existence, and
                corporate good standing of each of the Company and the Guaranty
                Subsidiaries;


                                      C-4
<PAGE>


          (d)   a copy, certified as of the date hereof by the Secretary of each
                of the Company and the Guaranty Subsidiaries, of the By-Laws of
                each of the Company and the Guaranty Subsidiaries;

          (e)   a copy, certified as of the date hereof by the Secretary of each
                of the Company and the Guaranty Subsidiaries, of resolutions
                adopted by the Board of Directors of each of the Company and the
                Guaranty Subsidiaries authorizing the execution and delivery of
                the Credit Documents to which each is a party;

          (f)   a certificate dated as of the date hereof of the Secretary of
                each of the Company and the Guaranty Subsidiaries as to the
                incumbency and signatures of officers of each of the Company and
                the Guaranty Subsidiaries; and

          (g)   such other certificates, documents, and records as we have
                deemed necessary for the purposes of this opinion.

         We have also examined and relied upon the representations, warranties,
and agreements as to matters of fact contained in the Credit Documents and in
certificates delivered to you and to us in connection therewith and herewith.

         We have assumed the genuineness of all signatures (other than those of
the Company, the Guaranty Subsidiaries, and the officers signing certificates on
behalf of the Company and the Guaranty Subsidiaries), the legal capacity of all
natural persons, the authenticity and completeness of all documents submitted to
us as originals (including corporate records and minutes), the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. We have
assumed the validity and binding effect of the Credit Documents under the laws
of the State of New York, the jurisdiction whose law has been chosen by the
parties as governing the Credit Documents.

         Our opinions expressed in paragraph 1. below, insofar as they relate to
the legal existence and corporate good standing of each of the Company and the
Guaranty Subsidiaries, are based solely on the certificates referred to in
clause (c) of the second paragraph of this opinion and are limited accordingly,
and, as to such matters, our opinion is rendered as of the respective dates of
such certificates, and, as to such matters, from the respective dates of such
certificates to the date hereof, our opinion is rendered to our knowledge based
on due inquiry 


                                      C-5
<PAGE>


of the Company.

         We have acted as general counsel to each of the Company and the
Guaranty Subsidiaries with respect to particular matters as to which we have
been consulted by them, although in rendering this opinion we have not made any
independent review or investigation of any litigation, proceeding, or
investigation pending or threatened against the Company or any of the Guaranty
Subsidiaries, or of any agreement or instrument binding on the Company or any of
the Guaranty Subsidiaries, except that we have made inquiries with respect to
such matters and have relied upon representations of an officer of the Company
and each of the Guaranty Subsidiaries and nothing has come to our attention
leading us to question the accuracy of such information.

         We have assumed that each of the Administrative Agent, the Collateral
Agent, and the Banks has all requisite power and authority and has taken all
necessary action to authorize it to enter into, execute, and deliver all of the
Credit Documents to which each is a party and to effect the transactions
contemplated by the Credit Documents. We have assumed that each of the
Administrative Agent, the Collateral Agent, and the Banks has duly executed and
delivered the Credit Documents to which each is a party and that each of the
Credit Documents to which each of the Administrative Agent, the Collateral
Agent, and the Banks is a party constitutes the legal, valid, binding, and
enforceable obligation of the Administrative Agent, the Collateral Agent, and
each of the Banks. We have assumed that the Administrative Agent, the Collateral
Agent, and each of the Banks has all requisite power and authority under any law
or regulation of the United States of America or any political subdivision
thereof to enter into the transactions contemplated by the Credit Documents.

         The opinions expressed herein are qualified to the extent that the
legality, validity, binding effect, or enforceability of any provision of the
Credit Documents may be subject to or limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and conveyance, and other
similar laws of general application relating to or affecting the rights and
remedies of creditors and secured parties generally, which laws may be in effect
from time to time, (ii) general principles of equity, whether applied in a
proceeding in equity or at law, (iii) the application by courts of competent
jurisdiction of laws, rules, regulations, court decisions, and constitutional
requirements deemed to have a paramount public interest, (iv) limitations on the
legality, validity, binding effect, or enforceability of waivers, provisions in
the nature of penalties, rights of set-off, exculpatory provisions, and
indemnification provisions contained in the Credit Documents to the extent the
same may be limited by public policy, equitable 


                                      C-6
<PAGE>


principles, or applicable laws, rules, regulations, court decisions, and
constitutional requirements, and (v) any duty to act in good faith.

         We express no opinion as to the existence of, or title of the Company
or any of the Guaranty Subsidiaries to, any item of Collateral, or as to the
priority or the perfection of any lien or security interest therein, except as
and to the extent opinions regarding priority and perfection are given pursuant
to our opinion dated May 18, 1992 referred to in the second to the last
paragraph hereof.

         We are members of the bar of The Commonwealth of Massachusetts and do
not express any opinion with respect to the laws or the regulations of any
jurisdiction other than the federal laws of the United States of America, the
General Corporation Law of the State of Delaware, and the laws of The
Commonwealth of Massachusetts, as in effect on the date hereof.

         We call to your attention that the Credit Agreement provides that the
Credit Agreement and each Note shall be governed by and construed in accordance
with the laws of the State of New York, and that a similar but not identical
provision is also contained in the Confirmation and Amendment, and that we are
not qualified to practice in the State of New York and, therefore, as we express
no opinion on the laws and the regulations of the State of New York, the
opinions expressed in the second sentence of paragraph 3. below and the opinions
expressed in paragraph 4. below are subject to the qualification that they may
be affected by the applicability of the laws of the State of New York, in
respect of which, with your approval, we are expressing no opinion.

         Based upon and subject to the foregoing, we are of the opinion that:

           1. Each of the Company and the Guaranty Subsidiaries is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware and each of the Company and the Guaranty Subsidiaries has all
requisite corporate power to own its property and to conduct its business as now
conducted. None of the Company and the Guaranty Subsidiaries is an "investment
company," or a company controlled by an "investment company," registered or
required to be registered under the Investment Company Act of 1940, as amended.
None of the Company and the Guaranty Subsidiaries is registered or required to
be registered as an investment adviser under the Investment Advisers Act of
1940, as amended. None of the Company and the Guaranty Subsidiaries is required
to be qualified as a foreign corporation in any state in which it is not
qualified and in which the failure to qualify would have a material adverse
effect upon its business, operations, or property.


                                      C-7
<PAGE>


           2. The execution and delivery by each of the Company and the Guaranty
Subsidiaries of the Credit Documents to which it is a party and the performance
by each of the Company and the Guaranty Subsidiaries of its obligations
thereunder are within the corporate power and authority of each of the Company
and the Guaranty Subsidiaries, have been authorized by proper corporate
proceedings of each of the Company and the Guaranty Subsidiaries, and do not
contravene any material presently existing provision of law of the United States
of America or The Commonwealth of Massachusetts or the General Corporation Law
of the State of Delaware applicable to the Company or the Guaranty Subsidiaries
or the Restated Certificate of Incorporation or Certificate of Incorporation or
Certificate of Incorporation, as amended, as the case may be, or the By-Laws of
each of the Company and the Guaranty Subsidiaries, or, to our knowledge, based
on due inquiry of each of the Company and the Guaranty Subsidiaries, contravene
any provision of, or constitute a default or an event of default under, any
other agreement or instrument known to us and binding on the Company or any of
the Guaranty Subsidiaries.

           3. Each of the Company and the Guaranty Subsidiaries has duly
executed and delivered the Credit Documents to which it is a party. Each of the
Credit Documents to which each of the Company and the Guaranty Subsidiaries is a
party is the legal, valid, and binding obligation of each of the Company and the
Guaranty Subsidiaries party thereto enforceable against each of the Company and
the Guaranty Subsidiaries party thereto in accordance with its terms.

           4. The execution, delivery, and performance of the Credit Documents
by each of the Company and the Guaranty Subsidiaries party thereto and the
transactions contemplated thereby as to the Company and the Guaranty
Subsidiaries party thereto do not require any approval or consent of, or any
filing or registration with, any governmental or other agency or authority.

           5. The execution, delivery, and performance of the Credit Agreement
will not affect the validity, enforceability, or perfection of the security
interests heretofore granted to the Collateral Agent as provided in the
Collateral Documents.

           6. To our knowledge, based on due inquiry of the Company and the
Guaranty Subsidiaries, except for the Internal Revenue Service audit of the
Company's federal income tax returns for the years ending December 31, 1984
through 1992, there is no litigation, proceeding, or investigation pending, or
threatened in writing (including, without limitation, by any other governmental
agency), against the Company or any of the Guaranty Subsidiaries which in our


                                      C-8
<PAGE>


opinion could reasonably be expected to have a material adverse effect on the
assets or business of the Company or any of the Guaranty Subsidiaries.

           7. The execution and delivery by each of the Company and the Guaranty
Subsidiaries of the Credit Documents to which it is a party and the performance
by each of the Company and the Guaranty Subsidiaries of its obligations
thereunder will not violate Regulations G, U, or X of the Board of Governors of
the Federal Reserve System.

           8. For purposes of the opinion set forth in this paragraph, it is
assumed that the State of New York is the location of negotiation of and of
contracting of the Credit Agreement and of the principal place of business of
Morgan Guaranty Trust Company of New York, The Chase Manhattan Bank, Citibank,
N.A., Commerzbank AG, New York Branch, Credit Lyonnais New York Branch, Societe
Generale, New York Branch, The Bank of New York, and The Long-Term Credit Bank
of Japan, Limited, New York Branch, and that the Credit Agreement requires that
the obligations to the Banks arising thereunder be paid in the State of New
York. Based on and subject to the foregoing, as well as the relevant
qualifications and assumptions set forth above, we are of the opinion that, in
any action or proceeding arising out of or relating to the Credit Agreement in
any court of The Commonwealth of Massachusetts or in any federal court sitting
in The Commonwealth of Massachusetts, such court would recognize and give effect
to the provision of the Credit Agreement that it shall be governed by and
construed in accordance with the laws of the State of New York, except with
respect to: (i) laws, rules, regulations, court decisions, and constitutional
requirements of The Commonwealth of Massachusetts deemed to express paramount
public policy; (ii) matters governed by the provisions of Chapter 93A of the
Massachusetts General Laws; and (iii) matters as to which Section 9-103 of the
Uniform Commercial Code will govern the choice of applicable law.

         The Banks may rely upon the opinions set forth in paragraphs 2. through
8. of our opinion dated May 18, 1992, subject to the qualifications set forth
therein, addressed to the Agent, the Collateral Agent, and the Banks (all as
defined therein), a copy of which is attached hereto, as if each were a Bank (as
defined therein) at the time such opinion was originally executed and delivered.

         This opinion is rendered solely for your benefit and, without our prior
written consent, may not be relied upon by any other person or entity for any
purpose.

                                            Very truly yours,


                                      C-9
<PAGE>


                                       HILL & BARLOW, a Professional Corporation


                                       By:
                                             Richard S.  Chute,
                                             a Member of the firm



                                      C-10
<PAGE>

                                                                            PAGE


                                                                       EXHIBIT D


                        OPINION OF DAVIS POLK & WARDWELL,
                          SPECIAL COUNSEL FOR THE AGENT

                                                                  April 29, 1998

To the Banks and the Agent
     Referred to Below
c/o Morgan Guaranty Trust Company
     of New York, as Administrative Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

         We have participated in the preparation of the Credit Agreement dated
as of April 29, 1998 (the "Credit Agreement") among United Asset Management
Corporation, a Delaware corporation (the "Borrower"), the Banks party thereto
and Morgan Guaranty Trust Company of New York, as Administrative Agent, and have
acted as special counsel for the Administrative Agent for the purpose of
rendering this opinion pursuant to Section 3.01(c) of the Credit Agreement.
Terms defined in the Credit Agreement are used herein as therein defined.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, we are of the opinion that:

           1. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes are within the Borrower's corporate powers and
have been duly authorized by all necessary corporate action.

           2. The Credit Agreement constitutes a valid and binding agreement of
the Borrower and each Note issued thereunder today constitutes a valid and
binding obligation of the Borrower, in each case enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency or similar laws
affecting 


<PAGE>


creditors' rights generally and general principles of equity.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction (except the State of New York) in
which any Bank is located which limits the rate of interest that such Bank may
charge or collect.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other Person without our prior written consent.

                                             Very truly yours,


<PAGE>



                                                                            PAGE

                                                                       EXHIBIT E

                                ASSIGNMENT AND ASSUMPTION AGREEMENT


         AGREEMENT dated as of _________, 19__ among NAME OF ASSIGNOR (the 
"Assignor"), NAME OF ASSIGNEE (the "Assignee"), UNITED ASSET MANAGEMENT 
CORPORATION (the "Borrower") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, 
as Administrative Agent (the "Administrative Agent").

         WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the Amended and Restated Credit Agreement dated as of April 29, 1998
among the Borrower, the Assignor and the other Banks party thereto, as Banks,
the Administrative Agent and BankBoston, N.A. (formerly The First National Bank
of Boston), as Collateral Agent (the "Amended and Restated Credit Agreement");

         WHEREAS, as provided under the Amended and Restated Credit Agreement,
the Assignor has a Commitment to make Loans to the Borrower in an aggregate
principal amount at any time outstanding not to exceed $__________;

         WHEREAS, Loans made to the Borrower by the Assignor under the Amended
and Restated Credit Agreement in the aggregate principal amount of $__________
are outstanding at the date hereof; and

         WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Amended and Restated Credit Agreement in
respect of a portion of its Commitment thereunder in an amount equal to
$__________ (the "Assigned Amount"), together with a corresponding portion of
its outstanding Loans, and the Assignee proposes to accept assignment of such
rights and assume the corresponding obligations from the Assignor on such terms;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION 1. Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Amended and Restated
Credit Agreement.

         SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Amended and Restated Credit


                                      E-1
<PAGE>


Agreement to the extent of the Assigned Amount, and the Assignee hereby (i)
accepts such assignment from the Assignor and assumes all of the obligations of
the Assignor under the Amended and Restated Credit Agreement to the extent of
the Assigned Amount, including the purchase from the Assignor of the
corresponding portion of the principal amount of the Loans made by the Assignor
outstanding at the date hereof and (ii) acknowledges and agrees to the terms and
conditions of the Collateral Agency and Intercreditor Agreement. Upon the
execution and delivery hereof by the Assignor, the Assignee, the Borrower and
the Administrative Agent and the payment of the amounts specified in Section 3
required to be paid on the date hereof (i) the Assignee shall, as of the date
hereof, succeed to the rights and be obligated to perform the obligations of a
Bank under the Amended and Restated Credit Agreement with a Commitment in an
amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor
shall, as of the date hereof, be reduced by a like amount and the Assignor
released from its obligations under the Amended and Restated Credit Agreement to
the extent such obligations have been assumed by the Assignee. The assignment
provided for herein shall be without recourse to the Assignor.

         SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.* It is
understood that commitment and/or facility fees accrued to the date hereof are
for the account of the Assignor and such fees accruing from and including the
date hereof are for the account of the Assignee. Each of the Assignor and the
Assignee hereby agrees that if it receives any amount under the Amended and
Restated Credit Agreement which is for the account of the other party hereto, it
shall receive the same for the account of such other party to the extent of such
other party's interest therein and shall promptly pay the same to such other
party.

         SECTION 4. Consent of the Borrower and the Administrative Agent. This
Agreement is conditioned upon the consent of the Borrower and the Administrative
Agent pursuant to Section 9.07(c) of the Amended and Restated Credit Agreement.
The execution of this Agreement by the Borrower and the Administrative Agent is
evidence of this consent. Pursuant to Section 9.07(c), the Borrower agrees to
execute and deliver a Note payable to the order of the Assignee to evidence the
assignment and assumption provided for herein.

---------------
         * Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion of
any upfront fee to be paid by the Assignor to the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.

                                      E-2
<PAGE>


         SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Amended and Restated Credit Agreement or any Note. The
Assignee acknowledges that it has, independently and without reliance on the
Assignor, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of the Borrower.

         SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


                                      E-3
<PAGE>


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


                                            (NAME OF ASSIGNOR)


                                            By:
                                                        Name:
                                                        Title:


                                            (NAME OF ASSIGNEE)


                                            By:
                                                        Name:
                                                        Title:


                                            UNITED ASSET MANAGEMENT CORPORATION


                                            By:
                                                        Name:
                                                        Title:


                                            MORGAN GUARANTY TRUST 
                                            COMPANY OF NEW YORK, as
                                            Administrative Agent

                                            By:
                                                        Name:
                                                        Title:



                                      E-4
<PAGE>

                                                                            PAGE

                                                                       EXHIBIT F

                              Subsidiary Guaranties


  1. Subsidiaries Guaranty dated as of May 18, 1992, as amended, made by UAM
Holdings, United Asset Management Trademark, Inc., and UAM Investment in favor
of the Beneficiaries named therein.

  2. UAM Realty Advisors Guaranty dated as of May 18, 1992, as amended, made by
UAM Realty Advisors Investment Corporation in favor of the Beneficiaries named
therein.

  3. Heitman Guaranty dated as of August 25, 1993 made by Heitman in favor of
the Beneficiaries named therein.

  4. Amended and Restated UAM U.K. Holdings Guaranty dated as of August 28, 1996
made by UAM U.K. Holdings in favor of the Beneficiaries named therein.

  5. Clay Finlay Guaranty dated as of August 29, 1996 made by Clay Finlay, Inc.
in favor of the Beneficiaries named therein.

  6. LML Holdings Guaranty dated as of December 5, 1997 made by LML Holdings,
Inc. in favor of the Beneficiaries named therein.


                                      F-1
<PAGE>


                                                                            PAGE

                                                                       EXHIBIT G

                                  Subsidiaries


                                [To be completed]


                                      G-1
<PAGE>


                                                                            PAGE

                                                                     EXHIBIT G-1

                       Subscription Rights, Warrants, etc.



                                [To be completed]


                                     G-1-1
<PAGE>


                                                                           PAGE

                                                                      EXHIBIT H
                                       
                                Subsidiary Debt


                               [To be completed]



                                     H-1
<PAGE>


                                                                          PAGE

                                                                     EXHIBIT I

                               Subordinated Debt


                               [To be completed]


                                      I-1
<PAGE>


                                                                           PAGE

                                                                      EXHIBIT J
                                       
                        FORM OF SUBORDINATION AGREEMENT
                             AND SUBORDINATED NOTE


         AGREEMENT made as of the [    ] day of [               , 199  ] by 
and between United Asset Management Corporation, a Delaware corporation 
("UAM"), and ABC Associates, Inc., a [              ] corporation ["ABC" or, 
together with any person to whom the Note referred to herein is assigned or 
endorsed, the "Holder").

                                       
                                  BACKGROUND

           1. The Holder has entered into an Acquisition Agreement with UAM 
dated as of [              ,     ], relating to the acquisition by UAM of the 
assets and business of ABC, which assets and business have been transferred 
to UAM's wholly-owned subsidiary, ABC Newco, Inc. ("Newco") (such agreement 
being hereinafter referred to as the "Acquisition Agreement"). Terms defined 
and used in the Acquisition Agreement and the Note, as defined below, shall 
have the same meaning when used in this Subordination Agreement.

           2. On this date, UAM has issued and delivered to the Holder UAM's 
[    %] Non-Negotiable Subordinated Note in the principal amount of 
$[          ](the "Note") in partial payment for such assets and business.

           3. Section 1.2 of the Acquisition Agreement and Section 4 of the 
Note provide that the Note will be subordinated in accordance with this 
Subordination Agreement.

                                   AGREEMENTS

         The parties hereto hereby agree as follows:

         SECTION 1. Subordination. The indebtedness evidenced by the Note 
shall be subordinated and junior to the extent set forth in the following 
subsections (a) to (d), inclusive, to all Senior Debt (as defined in 
subsection (e) hereof) of UAM:

          (a) No payment on account of principal of, premium or interest on 
the Note shall be made or accepted, including by right of set-off, and no 
purchase of the Note directly or indirectly by UAM shall be made, and the 
Holder of the Note shall not be entitled to enforce any such payment, if, at 
the time thereof or

                                      J-1
<PAGE>
                                                                           PAGE

immediately after giving effect thereto, (i) there shall exist a default in 
the payment of principal of, premium or interest on any Senior Debt, and such 
default shall not have been cured or waived or shall not have ceased to exist 
or (ii) there shall exist a default or an event of default (other than a 
default in the payment of amounts due thereon) with respect to any Senior 
Debt, as defined therein or in the instrument under which the same is 
outstanding, permitting the holders thereof, or any of them, to accelerate 
the maturity thereof, and such default or event of default shall not have 
been cured or waived or shall not have ceased to exist; provided, however, 
that after 180 days of the occurrence of a default or event of default 
described in (ii) hereof, if the holders of Senior Debt have not caused the 
maturity of the Senior Debt to be accelerated, the Holder of the Note shall 
thereafter be entitled to receive each installment of interest and each 
installment of principal on the Note as such installments become due and 
payable, subject to the application of the restrictions of this paragraph 
again upon the occurrence of each further default or event of default.

          (b) Upon the maturity of any Senior Debt by lapse of time, 
acceleration or otherwise, then all such matured Senior Debt shall first be 
paid in full in cash, before any payment on account of principal, premium or 
interest is made upon the Note.

          (c) In the event of any insolvency, bankruptcy, liquidation 
(whether voluntary or involuntary), reorganization or other similar 
proceedings, or any receivership proceedings in connection therewith, 
relative to UAM or its property, and in the event of any proceedings for 
voluntary liquidation, dissolution or other winding up of UAM, whether 
voluntary or involuntary, or any assignment for the benefit of creditors or 
other marshalling of assets or liabilities of UAM, whether or not involving 
insolvency or bankruptcy proceedings, then all Senior Debt shall first be 
paid in full in cash or provision for such payment satisfactory to the 
holders of the majority in principal amount of the Senior Debt shall be made, 
before any payment on account of principal, premium or interest is made upon 
the Note.

          (d) In any of the proceedings referred to in subsection (c) above, 
any payment or distribution of any kind or character, whether in cash, 
property, stock or obligations, which may be payable or deliverable in 
respect of the Note, or the indebtedness represented thereby, shall be paid 
or delivered directly to the holders of Senior Debt or their authorized 
representative designated to UAM in writing, for application in payment 
thereof, unless and until the Senior Debt shall have been paid in full in 
cash, and the Holder of the Note does hereby authorize holders of Senior Debt 
to prove and enforce claims comprising the Note, vote claims 

                                      J-2
<PAGE>
                                                                           PAGE

comprising the Note to accept or reject any plan for liquidation, 
reorganization, composition or extension and accept and receipt for any 
payment or distribution to such extent and apply such payment or distribution 
to the then unpaid Senior Debt and do all things and to execute all such 
documents as may be necessary to effectuate the foregoing; provided, however, 
that notwithstanding the foregoing, should any payment or distribution in any 
such proceeding be received by the Holder of the Note before all Senior Debt 
is paid in full in cash, such payment or distribution shall be received in 
trust and promptly delivered in the form received (duly endorsed, if 
appropriate) to the holders of Senior Debt or their representative for 
application to the payment of Senior Debt then remaining unpaid; and 
provided, further, that no such delivery shall be made to holders of Senior 
Debt of stock or obligations which are issued pursuant to reorganization 
proceedings or dissolution or liquidation proceedings, or upon any merger, 
consolidation, sale, lease, transfer or other disposal not prohibited by the 
provisions of this Subordination Agreement, by UAM, as reorganized, or by the 
corporation which is the successor to UAM or which acquires its properties 
and assets, if such stock or obligations are subordinate and junior at least 
to the extent provided in this Section 1 to the prior payment in full of all 
Senior Debt and to the prior payment in full of any stock or obligations 
which are issued in exchange or substitution for any Senior Debt.

          (e) "Senior Debt," as used herein, shall mean the principal of, 
premium on, and unpaid interest (including any interest accrued after 
commencement of any proceeding referred to in subsection (c) above at the 
rate provided in any document or instrument creating or evidencing any 
indebtedness referred to in this definition) on (i) all indebtedness, whether 
outstanding on the date hereof or hereafter created or arising and including 
all fees and other amounts related to such indebtedness, to banks, insurance 
companies, pension funds or other institutions regularly engaged in the 
business of lending money, for money borrowed or other financial 
accommodations extended from such institutions by UAM for working capital 
purposes, acquisitions, general corporate purposes or otherwise, and all such 
indebtedness with respect to which UAM is a guarantor; (ii) any 
modifications, deferrals, renewals, extensions or increase in the amount of 
any such indebtedness or any indebtedness issued in exchange, replacement, 
refunding or refinancing of or for Senior Debt by banks, insurance companies, 
pension funds or other institutions regularly engaged in the business of 
lending money; and (iii) any costs, fees and expenses incurred in connection 
with the enforcement or collection of Senior Debt (including, without 
limitation, reasonable attorneys' fees).

         Subject to the prior payment in full of all Senior Debt as 
aforesaid, the 

                                      J-3
<PAGE>
                                                                           PAGE

Holder of the Note shall be subrogated pro rata to the rights of the holders 
of Senior Debt to receive payments or distributions of any kind or character, 
whether in cash, property, stock or obligations, which may be payable or 
deliverable to the holders of Senior Debt, until the principal of, and 
interest on, the Note shall be paid in full and no such payments or 
distributions to the holders of Senior Debt shall, as between UAM, its 
creditors other than the holders of Senior Debt, and the Holder of the Note 
be deemed to be a payment by UAM to the Holder of or on account of the Note.

         The provisions of this Subordination Agreement are for the purposes 
of defining the relative rights of the holders of Senior Debt on the one 
hand, and the Holder of the Note on the other hand, against UAM and its 
property. Subject to the rights under this Subordination Agreement of holders 
of Senior Debt to receive cash, property, stock or obligations otherwise 
payable or deliverable to the Holder of the Note, nothing herein shall either 
impair, as between UAM and the Holder of the Note, the obligation of UAM, 
which is unconditional and absolute, to pay to the Holder of the Note the 
principal and interest thereon in accordance with the terms and the 
provisions of the Note or prevent the Holder of the Note from exercising all 
remedies otherwise permitted by applicable law or hereunder upon default 
hereunder or under the Note.

         No right of any holder of Senior Debt to enforce the subordination 
of the indebtedness evidenced by the Note shall be impaired by any act or 
failure to act by UAM or by the failure of UAM to comply with the Note or 
this Subordination Agreement.

         [The Holder of the Note shall give prompt written notice to each 
Holder of Senior Debt of any default by UAM under the Note.]**

         Without limiting the effect of the immediately preceding paragraph, 
no holder of Senior Debt need obtain the consent of, or give notice to, any 
Holder of the Note prior to taking any of the following actions, upon or 
without any terms or conditions and in whole or in part, none of which shall 
impair or release any of the rights of any such holder of Senior Debt under 
this Subordination Agreement:

                  (i) change the manner, place or terms of payment, and/or
         change or extend the time of payment of, renew or alter, any Senior
         Debt or any other liability of UAM to such holder of Senior Debt, any
         security therefor, or any liability incurred directly or indirectly in
         respect thereof, 


----------------
         **  optional

                                      J-4
<PAGE>
                                                                           PAGE

          and the provisions of this Subordination Agreement shall apply to the
          Senior Debt of UAM as so changed, extended, renewed or altered;

                 (ii) sell, exchange, release, surrender, realize upon or
         otherwise deal with in any manner and in any order any property by
         whomsoever at any time pledged or mortgaged to secure, or howsoever
         securing, any Senior Debt or any other liability of UAM to such holder
         of Senior Debt or any other liabilities incurred directly or indirectly
         in respect thereof or hereof and/or any offset there against;

                (iii) exercise or refrain from exercising any rights and/or
         remedies against UAM or others or otherwise act or refrain from acting
         or, for any reason, fail to file, record or otherwise perfect any
         security interest in or lien on any property of UAM or any other
         person;

                 (iv) settle or compromise any Senior Debt or any other
         liability of UAM to such holder of Senior Debt or any security
         therefor, or any liability incurred directly or indirectly in respect
         thereof or hereof, and may subordinate the payment of all or any part
         thereof to the payment of any liability (whether due or not) of UAM to
         creditors of UAM other than such holder of Senior Debt; and

                  (v) apply any sums by whomsoever paid and howsoever realized
         to any liability or liabilities of UAM to such holder of Senior Debt
         regardless of what liability or liabilities of UAM to such holder of
         Senior Debt remain unpaid.

         SECTION 2. Reliance by Senior Debtholders. UAM agrees, and each 
Holder of the Note by accepting the Note agrees, that the subordination 
effected hereby is for the benefit of the holders of Senior Debt from time to 
time, and that each holder of Senior Debt, whether now outstanding or 
hereafter created, incurred, assumed or guaranteed shall be deemed to have 
acquired Senior Debt in reliance upon the covenants and provisions contained 
herein. The subordination effected hereby shall be enforceable by each holder 
of Senior Debt from time to time which holders are third party beneficiaries 
of this Subordination Agreement.

         SECTION 3. Further Assurances. The parties hereto agree to execute 
and deliver any and all papers and documents which may be reasonably 
necessary to carry out the terms of this Subordination Agreement.

         SECTION 4. Entire Agreement. This Subordination Agreement contains 

                                      J-5
<PAGE>
                                                                           PAGE

the entire agreement among the parties with respect to the subject matter 
hereof.

         SECTION 5. Binding Effect. This Subordination Agreement shall be 
binding upon and inure to the benefit of the parties hereto and the third 
party beneficiaries hereof and their respective heirs, executors, legal 
representatives, successors and assigns; provided, however, that this 
Subordination Agreement and all rights hereunder may not be assigned by the 
Holder, except with the prior written consent of UAM, or by UAM except with 
the prior written consent of the Holder. No amendment of this Subordination 
Agreement or waiver of any of its provisions shall be effective without the 
written consent of each holder of Senior Debt if such amendment adversely 
affects any rights of the holders of Senior Debt.

         SECTION 6. Separate Counterparts. This Subordination Agreement may 
be executed in several identical counterparts, all of which when taken 
together (whether the signatures of all the parties appear on one or several 
counterparts) shall constitute but one and the same instrument, and it shall 
not be necessary in any court of law to introduce more than one fully 
executed counterpart, or several counterparts together containing the 
signatures of all the parties, in proving this Subordination Agreement.

         SECTION 7. Notices. All notices hereunder shall be given in 
accordance with the notice provisions of the Acquisition Agreement.

         SECTION 8. Governing Law. The execution, interpretation and 
performance of this Subordination Agreement shall be governed by the laws of 
the Commonwealth of Massachusetts which apply to contracts executed and to be 
performed solely in Massachusetts. UAM and the Holder hereby consent to the 
jurisdiction of any state or federal court located within Suffolk County, 
Massachusetts, waive personal service of process and assent that service of 
process ma be made by registered mail to the parties' respective addresses as 
provided in Section 12.6 of the Acquisition Agreement and shall be effective 
in the same manner as notices are effective under such Section 12.6.

                                      J-6
<PAGE>
                                                                           PAGE

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

                                            UNITED ASSET MANAGEMENT 
                                            CORPORATION


                                            By:
                                                 Name:
                                                 Title:


                                            ABC ASSOCIATES, INC.

                                            By:
                                                 Name:
                                                 Title:



                                      J-7
<PAGE>


                                                                           PAGE


                                     FORM OF
                                 NON-NEGOTIABLE
                           [     %] SUBORDINATED NOTE
                          DUE [                  ,      ]


                                                         [             ,      ]

         FOR VALUE RECEIVED, UNITED ASSET MANAGEMENT CORPORATION, a Delaware 
corporation, (the "Company", which term shall include any corporation which 
shall succeed to or assume the obligations of the Company hereunder), 
promises to pay to ABC Associates, Inc., a [             ] corporation (the 
"Holder" or "ABC") (except as otherwise provided) the principal sum of 
[                 ($        )] in lawful money of the United States of 
America, on [                    ,      ], together with interest on the 
outstanding principal balance payable in like money at the rate of 
[             ] percent [(     %)] per annum commencing the date hereof and 
payable semi-annually in arrears on July 1 and January 2 in each year, 
beginning on [                 ], until paid in full.

         To the extent permitted by law, overdue interest shall bear interest 
at [       ] percent [(   %)] per annum. Interest shall be computed on a 
360-day year, 30-day month basis.

           1. This Note is delivered by the Company to the Holder in 
accordance with the terms of an Acquisition Agreement dated as of 
[              ,      ](the "Acquisition Agreement"), relating to the 
acquisition by the Company of the assets and business of ABC, which assets 
and business the Company has transferred to its subsidiary ABC Newco, Inc. 
("Newco"). The Company and the Holder are parties to the Acquisition 
Agreement, and terms defined and used in the Acquisition Agreement shall have 
the same meanings in this Note. This Note is non-negotiable. In accordance 
with the provisions of Section 4.4 of the Acquisition Agreement, the Company 
may set off against amounts due the Holder any amounts due from the Holder to 
UAM or Newco under Article IV of the Acquisition Agreement.

           2. The principal sum of this Note may be prepaid by the Company in 
whole or in part at any time and from time to time without penalty or 
premium, with interest prorated up to the date of any such prepayment.

           3. All payments of principal and interest shall be payable in cash 
or by 

<PAGE>


                                                                           PAGE


the Company's check at the Holder's address indicated in the Acquisition 
Agreement, or at such other place as the Holder may from time to time in 
writing designate to the Company (by notice given in accordance with the 
Acquisition Agreement) at least ten (10) days before a payment is due.

           4. This Note is subordinated to all Senior Debt as defined in the 
accompanying Subordination Agreement of even date herewith. Reference is made 
to such Subordination Agreement for the terms of such subordination.

           5. If, (i) the Company shall fail to pay any principal of or 
interest on this Note when due and payable whether at maturity or at any date 
fixed for redemption or prepayment or otherwise, (except principal of or 
interest on this Note as to which the Company has exercised its right of 
set-off in accordance with Section 1 above) and such amount shall remain 
unpaid for thirty (30) business days after the due date thereof; or (ii) the 
Company shall admit in writing its inability to pay its debts; or suffer a 
receiver or custodian (or other person performing a similar function) for it 
or substantially all of its property to be appointed and, if appointed 
without its consent, not to be discharged within sixty (60) days; or make a 
general assignment for the benefit of its creditors, or suffer proceedings 
under any law relating to bankruptcy, insolvency, reorganization or relief of 
debtors to be instituted by or against it and if contested by it not to be 
dismissed or stayed within sixty (60) days; or suffer any judgment, writ of 
attachment, or execution of any similar process to be issued or levied 
against a substantial part of its property which is not released, stayed, 
bonded, or vacated within thirty (30) days after its issue or levy, then, and 
in every such event (which are herein referred to as Events of Default), the 
Holder hereof may declare the Note to be in default and to be due and 
payable, and it shall, at the Holder's election, thereupon forthwith become 
due and payable in full, without presentment, demand, protest, or any notice 
of any kind, (other than notice of such election) all of which are hereby 
expressly waived.

           6. The Company will pay to the Holder on demand all reasonable 
legal and other costs actually incurred in connection with any action to 
collect and/or enforce this Note in which the Holder prevails.

           7. In any case where the date of payment of any prepayment or 
redemption of the principal of or interest on this Note shall be at any place 
of payment a Sunday, a legal holiday, or a 


day on which banking institutions are authorized or obliged by law or 
regulation to close, then payment of principal or interest need not be made 
on such date at such place but may be made on the next succeeding day that is 
not at such place of payment a Sunday, a legal holiday or a

                                      J-2


<PAGE>
                                                                           PAGE

day on which banking institutions are authorized or obligated by law or 
regulation to close, with the same force and effect as if made on the date of 
maturity or the date fixed for payment and no interest shall accrue for the 
period after such date.

            8. The Holder shall not be deemed to have waived or amended any 
of the Holder's rights hereunder unless such waiver or amendment is in 
writing and signed by the Holder. No delay or omission on the part of the 
Holder in exercising any such right shall operate as a waiver of such right 
or any other right. A waiver on any one occasion shall not be construed as a 
bar to or waiver of any right or remedy on any future occasion.

           9. This Note shall bear the legend attached hereto, the provisions 
of which are incorporated herein by reference.

         This Note shall be governed by and construed and enforced in 
accordance with the laws of The Commonwealth of Massachusetts which apply to 
contracts executed and performed solely in Massachusetts. UAM and the Holder 
hereby consent to the jurisdiction of any state or federal court located 
within Suffolk County, Massachusetts, waive personal service of process, and 
assent that service of process may be made by registered mail to the parties' 
respective addresses as provided in Section 12.6 of the Acquisition Agreement 
and shall be effective in the same manner as notices are effective under such 
Section 12.6.

         This Note has been executed by the Company under seal as of the day, 
month and year first above written.

                                            UNITED ASSET MANAGEMENT
                                            CORPORATION
[SEAL]

Attest:                                            By: 
        -----------------------                        ------------------------
        Secretary                                      President



                                      J-3
<PAGE>
                                                                           PAGE


                                     LEGEND



         This Note has not been registered under the Securities Act of 1933 
or qualified under any state securities laws. This Note may not be sold, 
assigned or transferred, except with respect to distributions by the Holder 
to the Holder's stockholders and transfers by devise to immediate members of 
the respective families of such stockholders, in the absence of an effective 
registration statement under such Act and qualification under such laws, or 
an opinion of counsel satisfactory to the Company that such registration and 
qualification are not in the circumstances required.

                                      J-4
<PAGE>




                                                                           PAGE

                                                                      EXHIBIT K

                                      Liens

                                      None



                                      K-1
<PAGE>



                                                                           PAGE

                                                                      EXHIBIT L

                    Revenue and Contract Amortization History


                                      L-1
<PAGE>


                                                                           PAGE

                                                                      EXHIBIT M

                       FORM OF MONEY MARKET QUOTE REQUEST

                                                                         [Date]

To:       Morgan Guaranty Trust Company of New York (the "Administrative 
          Agent")

From:     United Asset Management Corporation (the "Borrower")

Re:       Credit Agreement (the "Credit Agreement") dated as of April 29, 1998
          among the Borrower, the Banks party thereto BankBoston, N.A. (formerly
          The First National Bank of Boston) as Collateral Agent, and the
          Administrative Agent

We hereby give notice pursuant to Section 2.03(b) of the Credit Agreement 
that we request Money Market Quotes for the following proposed Money Market 
Borrowing(s):

Date of Borrowing: 
                  --------------------------


      Principal Amount*                                Interest Period**

$


         Such Money Market Quotes should offer a Money Market [Margin] 
[Absolute Rate]. [The applicable base rate is the London Interbank Offered 
Rate.]

         Terms used herein have the meanings assigned to them in the Credit 
Agreement.
                                       
                      UNITED ASSET MANAGEMENT CORPORATION

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


         * Amount must be $[MINIMUM BORROWING] or a larger multiple of 
$[MINIMUM BORROWING INCREMENT].

         ** Not less than one month (LIBOR Auction) or not less than 7 days 
(Absolute Rate Auction), subject to the provisions of the definition of 
Interest Period.

                                      M-1
<PAGE>

                                                                           PAGE

                                        By:
                                                                    Name:
                                               Title:





                                                                      EXHIBIT N

                                       
                   FORM OF INVITATION FOR MONEY MARKET QUOTES

To:      [Name of Bank]

Re:      Invitation for Money Market Quotes to United Asset Management
         Corporation (the "Borrower")

Pursuant to Section      of the Credit Agreement dated as of April 29, 1998
among the Borrower, the Banks party thereto, BankBoston, N.A. (formerly The
First National Bank of Boston) as Collateral Agent, and the undersigned, as
Administrative Agent, we are pleased on behalf of the Borrower to invite you to
submit Money Market Quotes to the Borrower for the following proposed Money
Market Borrowing(s):

Date of Borrowing: 
                   --------------------------


       Principal Amount                                  Interest Period

$



         Such Money Market Quotes should offer a Money Market [Margin] 
[Absolute Rate]. [The applicable base rate is the London Interbank Offered 
Rate.]

         Please respond to this invitation by no later than [2:00 P.M.] 
[9:30 A.M.] (New York City time) on [date].

                                        MORGAN GUARANTY 
                                        TRUST COMPANY OF
                                        NEW YORK, as 
                                        Administrative Agent

                               By:



                                      M-2
<PAGE>
                                                                           PAGE

                                    Name:
                                    Title: Authorized 
                       Officer




                                      N-3
<PAGE>

                                                                           PAGE


                                                                      EXHIBIT O

                           FORM OF MONEY MARKET QUOTE

To:      Morgan Guaranty Trust Company of New York, as Administrative Agent

Re:      Money Market Quote to United Asset Management Corporation (the
         "Borrower")

         In response to your invitation on behalf of the Borrower dated
              ,     , we hereby make the following Money Market Quote on the
following terms:

1.       Quoting Bank:  
                       ------------------------------
2.       Person to contact at Quoting Bank:  
                                            -----------------------------
3.       Date of Borrowing:                             ***
                           ----------------------------
4.       We hereby offer to make Money Market Loan(s) in the following principal
         amounts, for the following Interest Periods and at the following rates:


  Principal         Interest           Money Market         [Absolute 
  Amount****        Period*****        [Margin]******       Rate]*******


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

          ***  As specified in the related Invitation.

        **** Principal amount bid for each Interest Period may not exceed 
principal amount requested. Specify aggregate limitation if the sum of the 
individual offers exceeds the amount the Bank is willing to lend. Each bid 
must be made for $5,000,000 or a larger multiple of $1,000,000.

         ***** Not less than one month or not less than 7 days, as specified 
in the related Invitation. No more than five bids are permitted for each 
Interest Period.

         ****** Margin over or under the London Interbank Offered Rate 
determined for the applicable Interest Period. Specify percentage (to the 
nearest 1/10,000 of 1%) and specify 

<PAGE>


                                                                           PAGE
$

$

[provided, that the aggregate principal amount of Money Market Loans for which
the above offers may be accepted shall not exceed $____________.]2

         We understand and agree that the offer(s) set forth above, subject 
to the satisfaction of the applicable conditions set forth in the Credit 
Agreement dated as of [DATE OF THIS AGREEMENT] among the Borrower, the Banks 
party thereto and yourselves, as Administrative Agent, irrevocably 
obligate(s) us to make the Money Market Loan(s) for which any offer(s) are 
accepted, in whole or in part.

                           Very truly yours,

                           [NAME OF BANK]


                           By:
                                                           Name:
                                                           Title: Authorized 
                                                                  Officer
Dated:




-------------------------------------------------------------------------------
whether "PLUS" or "MINUS".

   ******* Specify rate of interest per annum (to the nearest 1/10,000 of 1%).

<PAGE>


                                                                           PAGE

                                                                      EXHIBIT P
                                       
                            DESIGNATION AGREEMENT

                       dated as of               ,      
                                  --------------   -----

         Reference is made to the Credit Agreement dated as of              
(as amended from time to time, the "Credit Agreement") among                , 
a            corporation (the "Borrower"), the banks party thereto (the 
"Banks") and Morgan Guaranty Trust Company of New York, as Administrative 
Agent (the "Administrative Agent"). Terms defined in the Credit Agreement are 
used herein with the same meaning.

                               (the "Designator") and                     (the
"Designee") agree as follows:

           1. The Designator designates the Designee as its Designated Lender 
under the Credit Agreement and the Designee accepts such designation.

           2. The Designator makes no representations or warranties and 
assumes no responsibility with respect to the financial condition of the 
Borrower or the performance or observance by the Borrower of any of its 
obligations under the Credit Agreement or any other instrument or document 
furnished pursuant thereto.

           3. The Designee confirms that it is an Eligible Designee; appoints 
and authorizes the Designator as its administrative agent and 
attorney-in-fact and grants the Designator an irrevocable power of attorney 
to receive payments made for the benefit of the Designee under the Credit 
Agreement and to deliver and receive all communications and notices under the 
Credit Agreement, if any, that the Designee is obligated to deliver or has 
the right to receive thereunder; and acknowledges that the Designator retains 
the sole right and responsibility to vote under the Credit Agreement, 
including, without limitation, the right to approve any amendment or waiver 
of any provision of the Credit Agreement, and agrees that the Designee shall 
be bound by all such votes, approvals, amendments and waivers and all other 
agreements of the Designator pursuant to or in connection with the Credit 
Agreement, all subject to Section 9.06(b) of the Credit Agreement.

           4. The Designee confirms that it has received a copy of the Credit 
Agreement, together with copies of the most recent financial statements 
referred to in Article 4 or delivered pursuant to Article 5 thereof and such 
other documents and information as it has deemed appropriate to make its own 
credit analysis and 

<PAGE>


                                                                           PAGE


decision to enter into this Designation Agreement; agrees that it will, 
independently and without reliance upon the Administrative Agent, the 
Designator or any other Bank and based on such documents and information as 
it shall deem appropriate at the time, continue to make its own credit 
decisions in taking or not taking any action it may be permitted to take 
under the Credit Agreement. The Designee acknowledges that it is subject to 
and bound by the confidentiality provisions of the Credit Agreement (except 
as provided in Section 9.08(a) thereof).

           5. Following the execution of this Designation Agreement by the 
Designator and the Designee and the consent hereto by the Borrower, it will 
be delivered to the Administrative Agent for its consent. This Designation 
Agreement shall become effective when the Administrative Agent consents 
hereto or on any later date specified on the signature page hereof.

           6. Upon the effectiveness hereof, (a) the Designee shall have the 
right to make Loans or portions thereof as a Bank pursuant to Section 2.01 or 
2.03 of the Credit Agreement and the rights of a Bank related thereto 
(subject to the provisions of Section 9.08 of the Credit Agreement) and (b) 
the making of any such Loans or portions thereof by the Designee shall 
satisfy the obligations of the Designator under the Credit Agreement to the 
same extent, and as if, such Loans or portions thereof were made by the 
Designator.

           7. This Designation Agreement shall be governed by, and construed 
in accordance with, the laws of the State of New York.

         IN WITNESS WHEREOF, the parties have caused this Designation 
Agreement to be executed by their respective officers hereunto duly 
authorized, as of the date first above written.

Effective Date8:               , 
                ---------------  -----


                                            [NAME OF DESIGNATOR]


                                            By:

                                            Name:



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


          8 This date should be no earlier than the date of the Administrative
  Agent's consent hereto.

<PAGE>
                                                                           PAGE
                                            Title:



                                            [NAME OF DESIGNEE]

                                            By:

                                            Name:

                                            Title:

The undersigned consent to the foregoing designation.

                                            UNITED ASSET MANAGEMENT 
                                            CORPORATION


                                            By:

                                            Name:

                                            Title:


                                            MORGAN GUARANTY TRUST
                                            COMPANY OF NEW YORK,
                                            as Administrative



                                      P-3
<PAGE>

                                                                           PAGE

                                                                          Agent

                                            By:

                                            Name:

                                            Title:




                                      P-4
<PAGE>





                           CROSS-REFERENCE TARGET LIST

   NOTE: Due to the number of targets some target names may not appear in the
                             target pull-down list.
   (This list is for the use of the wordprocessor only, is not a part of this
                        document and may be discarded.)


<TABLE>
<CAPTION>

ARTICLE/SECTION                  TARGET NAME
---------------                  -----------
<S>                                 <C>
1...................................defs.art
1.01....................................defs
1.02..............................acct.terms
1.03.........................types.borrowing

2................................credits.art
2.01............................comm.to.lend
2.02........................notice.borrowing
2.03............................money.market
2.04.........................notice.to.banks
2.04(a)..........................receipt.nob
2.05...................................notes
2.06.......................maturity.of.loans
2.07..........................interest.rates
2.07(b).......................london.eb.rate
2.08....................................fees
2.09...........................optional.term

3.............................conditions.art
3.01.................................closing
3.01(a).......................duly.exec.note
3.01(c)...............................op.dpw
3.02..............................borrowings

4..............................reps.warr.art
4.01........................corp.exist.power
4.02..........................corp.govt.auth
4.03..........................binding.effect
4.04...............................finl.info
4.04(b).........................since.120195
4.05..............................litigation
4.06..............................comp.erisa
4.07.............................env.matters
4.08, 8.04(a)..........................taxes
4.09................................reg.rest
4.10...............................full.disc
4.11.........................reps.collateral
4.12................................solvency
4.13.........................revenue.sharing
4.14........................title.properties
4.15....................................debt
4.16................................sec.regs
4.17..............................no.default
4.18............................subsidiaries

5...................................covs.art
5.01....................................info
5.01(a).........................info.90.days
5.01(b).........................info.45.days
5.02..............................pmt.obligs
5.03..............................maint.prop
5.04.............................conduct.bus
5.05...............................comp.laws
5.06.........................inspection.prop
5.07...........................mergers.sales
5.08............................use.proceeds
5.09.........................negative.pledge
5.10.........................limitation.debt
5.11.............................senior.debt
5.12...............................cash.flow
?................................min.con.anw
5.13............................fixed.charge
5.14.........................restricted.pmts
?.................................lease.pmts
5.15.............................investments
5.16..........................addl.sub.stock
5.17............................pledged.coll
5.17(b)...........................coll.agent
5.18............................transactions
5.19................................sub.debt

6...............................defaults.art
6.01.....................................eod
6.01(c)........................borr.sub.fail
6.01(g).......................voluntary.case
6.01(h).....................involuntary.case
6.02.......................notice.of.default

7.................................agents.art
7.01...........................appt.and.auth
7.02.........................agents.and.affs
7.03........................action.by.agents
7.04............................consultation
7.05...............................liability
7.06.........................indemnification
7.07.........................credit.decision
7.08..........................succ.adm.agent
7.09.............................agents.fees

8..........................change.in.cir.art
8.01...................................basis
8.02..............................illegality
8.03..........................increased.cost
4.08, 8.04(a)..........................taxes

9...................................misc.art
9.01.................................notices
9.03(b)...........................indemnitee
9.07(b)..........................participant
9.07(c).............................assignee
9.11............................counterparts
9.13.............................waiver.jury

EXHIBITS
2.............................exh.assignment
3...............................exh.payments

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