<PAGE>

                                                                   EXHIBIT 10.37

                       THIRD AMENDMENT TO CREDIT AGREEMENT

          THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Third Amendment") dated
as of May 13, 2003, by and among BEARINGPOINT, INC. (formerly known as KPMG
Consulting, Inc.), a Delaware corporation (the "Borrower"), the Guarantors, the
Banks, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

                              W I T N E S S E T H:

          WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of May 29, 2002 (as previously and hereafter amended,
supplemented, restated or modified, the "Credit Agreement") by and among the
Borrower, the Banks, the Guarantors, and PNC Bank, National Association, as
Administrative Agent, and desire to further amend the terms thereof as set forth
herein; and

          WHEREAS, the parties to the Credit Agreement desire to amend the
Credit Agreement to permit borrowings in certain currencies other than U.S.
Dollars as more fully set forth herein; and

          WHEREAS, defined terms used herein unless otherwise defined herein
shall have the meanings ascribed to them in the Credit Agreement.

          NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

1.   Amendments to the Credit Agreement.

          The parties hereby amend the Credit Agreement as follows:

     A.   Section 1.1--Definitions.

          (i)  Existing Definitions (Section 1.1).

          The following existing definitions contained in Section 1.1 the Credit
Agreement are hereby amended and restated to read as follows:

                    Borrowing Tranche shall mean specified portions of Loans
     outstanding as follows: (i) any Loans to which a Euro-Rate Option applies
     which become subject to the same Interest Rate Option under the same Loan
     Request by the Borrower and which have the same Interest Period and which
     are denominated either in Dollars or in the same Optional Currency shall
     constitute one Borrowing Tranche, (ii) any Swing Loans which have the same
     Swing Loan Interest Period shall constitute one Borrowing Tranche, and
     (iii) all Loans to which a Base Rate Option applies shall constitute one
     Borrowing Tranche.

<PAGE>

                    Business Day shall mean any day other than a Saturday or
     Sunday or a legal holiday on which commercial banks are authorized or
     required to be closed for business in Pittsburgh, Pennsylvania and (i) if
     the applicable Business Day relates to any Loan to which the Euro-Rate
     Option applies, such day must also be a day on which dealings are carried
     on in the London interbank market and (ii) with respect to advances or
     payments of Loans or any other matters relating to Loans denominated in an
     Optional Currency, such day also shall be a day on which (A) dealings in
     deposits in the relevant Optional Currency are carried on in the applicable
     interbank market, and (B) all applicable banks into which Loan proceeds may
     be deposited are open for business.

                    Euro-Rate shall mean the following:

                    (A) with respect to Dollar Loans comprising any Borrowing
     Tranche to which the Euro-Rate Option applies for any Euro-Rate Loan
     Interest Period, the interest rate per annum determined by the
     Administrative Agent by dividing (the resulting quotient rounded upwards,
     if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of
     interest determined by the Administrative Agent in accordance with its
     usual procedures (which determination shall be conclusive absent manifest
     error) to be the average of the London interbank offered rates for U.S.
     Dollars quoted by the British Bankers' Association as set forth on Dow
     Jones Markets Service (formerly known as Telerate) (or appropriate
     successor or, if the British Bankers' Association or its successor ceases
     to provide such quotes, a comparable replacement determined by the
     Administrative Agent) display page 3750 (or such other display page on the
     Dow Jones Markets Service system as may replace display page 3750) two (2)
     Business Days prior to the first day of such Euro-Rate Loan Interest Period
     for an amount comparable to such Borrowing Tranche and having a borrowing
     date and a maturity comparable to such Euro-Rate Loan Interest Period by
     (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. Such
     Euro-Rate may also be expressed by the following formula:

          Euro-Rate = Average of London interbank offered rates quoted
                         by BBA or appropriate successor as shown on
                         Dow Jones Markets Service display page 3750
                         -------------------------------------------
                           1.00 minus Euro-Rate Reserve Percentage

                    (B) with respect to Optional Currency Loans comprising any
     Borrowing Tranche to which the Euro-Rate Option applies for any Interest
     Period, the interest rate per annum determined by Administrative Agent by
     dividing (the resulting quotient rounded upward to the nearest 1/100th of
     1% per annum) (i) the rate of interest per annum determined by
     Administrative Agent in accordance with its usual procedures (which
     determination shall be conclusive absent manifest error) to be the rate of
     interest per annum for deposits in the relevant Optional Currency which
     appears on the relevant Dow Jones Markets Service (formerly known as
     Telerate) page (or, if no such quotation is available on the Dow Jones
     Market Service, on the appropriate Reuters Screen) at approximately 9:00
     a.m., Pittsburgh time, two (2) Business Days prior to the first day of such
     Interest Period for delivery on the first day of such Interest Period for a
     period, and in an amount, comparable

                                      - 2 -

<PAGE>

to such Interest Period and principal amount of such Borrowing Tranche ("LIBO
Rate") by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.
Such Euro-Rate may also be expressed by the following formula:

                                    LIBO Rate
          Euro-Rate =  --------------------------------
                       1 - Euro-Rate Reserve Percentage

     The Euro-Rate shall be adjusted with respect to any Euro-Rate Option
     outstanding on the effective date of any change in the Euro-Rate Reserve
     Percentage as of such effective date. The Administrative Agent shall give
     prompt notice to the Borrower and the Banks of the Euro-Rate as determined
     or adjusted in accordance herewith, which determination shall be conclusive
     absent manifest error. The Euro-Rate for any Loans shall be based upon the
     Euro-Rate for the currency in which such Loans are requested.

                    Euro-Rate Loan Interest Period shall mean the period of time
     selected by the Borrower in connection with (and to apply to) any election
     permitted hereunder by the Borrower to have Revolving Credit Loans bear
     interest under the Euro-Rate Option. Subject to the last sentence of this
     definition, such period shall be (i) one, two, three or six Months if such
     Revolving Credit Loans are Dollar Loans and (ii) one Month if such
     Revolving Credit Loans are Optional Currency Loans. Such Euro-Rate Loan
     Interest Period shall commence on the effective date of such Interest Rate
     Option, which shall be (i) the Borrowing Date if the Borrower is requesting
     new Loans, or (ii) the date of renewal of or conversion to the Euro-Rate
     Option if the Borrower is renewing or converting to the Euro-Rate Option
     applicable to outstanding Loans. Notwithstanding the second sentence
     hereof: (A) any Euro-Rate Loan Interest Period which would otherwise end on
     a date which is not a Business Day shall be extended to the next succeeding
     Business Day unless such Business Day falls in the next calendar month, in
     which case such Euro-Rate Loan Interest Period shall end on the next
     preceding Business Day, and (B) the Borrower shall not select, convert to
     or renew a Euro-Rate Loan Interest Period for any portion of the Revolving
     Credit Loans that would end after the Expiration Date.

                    Euro-Rate Reserve Percentage shall mean as of any day the
     maximum percentage in effect on such day: (i) as prescribed by the Board of
     Governors of the Federal Reserve System (or any successor) for determining
     the reserve requirements (including supplemental, marginal and emergency
     reserve requirements) with respect to eurocurrency funding (currently
     referred to as "Eurocurrency Liabilities") for a member bank in such
     System; and (ii) to be maintained by a Bank as required for reserve
     liquidity, special deposit, or a similar purpose by any governmental or
     monetary authority of any country or political subdivision thereof
     (including any central bank), against (A) any category of liabilities that
     includes deposits by reference to which a Euro-Rate is to be determined, or
     (B) any category of extension of credit or other assets that includes Loans
     or Borrowing Tranches to which a Euro-Rate applies.

                                      - 3 -

<PAGE>

                    Facility Usage shall mean as of any date of determination
     the sum of the Dollar Equivalent Amount of Revolving Credit Loans, Swing
     Loans and Letters of Credit Outstanding on such date.

                    GAAP shall mean generally accepted accounting principles as
     are in effect in the United States from time to time, subject to the
     provisions of Section 1.3, and applied on a consistent basis both as to
     classification of items and amounts.

                    Subsequent Indebtedness shall mean, as of any date of
     determination (without duplication), the sum of all outstanding unsecured
     Indebtedness on such date of all Subsidiaries of the Borrower other than
     any such Indebtedness incurred pursuant to Subsections (i) through (vi) and
     (viii) of Section 7.2.1 [Indebtedness], excluding any Indebtedness owed by
     a 100% Owned Subsidiary of the Borrower to any other 100% Owned Subsidiary
     of the Borrower. For purposes of this definition, a "100% Owned Subsidiary"
     shall mean any Subsidiary of the Borrower with respect to which all of the
     ownership interests are owned, directly or indirectly by the Borrower."

          (ii) New Definitions (Section 1.1).

          The following new definitions are hereby added to Section 1.1 in
alphabetical order:

                    Computation Date shall have the meaning assigned to such
     term in Section 2.13.1.

                    Dollar Equivalent Amount shall mean with respect to any
     Dollar Loans, the amount of such Loans and with respect to any Optional
     Currency Loans, the Equivalent Amount of such Loans expressed in Dollars.

                    Dollar Loans shall mean any Revolving Credit Loan made in
     U.S. Dollars.

                    Equivalent Amount shall mean, at any time, as determined by
     Administrative Agent (which determination shall be conclusive absent
     manifest error), with respect to an amount of any currency (the "Reference
     Currency") which is to be computed as an equivalent amount of another
     currency (the "Equivalent Currency"): (i) if the Reference Currency and the
     Equivalent Currency are the same, the amount of such Reference Currency, or
     (ii) if the Reference Currency and the Equivalent Currency are not the
     same, the amount of such Equivalent Currency converted from such Reference
     Currency at Administrative Agent's spot selling rate (based on quotations
     from the Reuters News Service "EFX =" page of the market rates then
     prevailing) available to Administrative Agent for the sale of such
     Equivalent Currency for such Reference Currency at a time determined by
     Administrative Agent on the second Business Day immediately preceding the
     event for which such calculation is made.

                    Equivalent Currency shall have the meaning assigned to such
     term in the definition of Equivalent Amount.

                                      - 4 -

<PAGE>

                    Lending Office shall mean with respect to each Bank, the
     office or offices listed on the signature page to the Third Amendment or on
     Schedule 1.1(B) if no address is listed on the signature page to the Third
     Amendment.

                    Optional Currency shall mean any of the following
     currencies: Japanese Yen, Australian Dollars, Euro and Pound Sterling and
     any other currency approved by Administrative Agent and all of the Banks
     pursuant to Section 2.13.4.

                    Optional Currency Loans shall mean any Loan made in an
     Optional Currency.

                    Optional Currency Loan Sublimit shall mean $100,000,000.

                    Original Currency shall have the meaning assigned to such
     term in Section 4.9.1.

                    Other Currency shall have the meaning assigned to such term
     in Section 4.9.1.

                    Overnight Rate shall mean for any day with respect to any
     Loans in an Optional Currency, the rate of interest per annum as determined
     by the Administrative Agent at which overnight deposits in the such
     currency, in an amount approximately equal to the amount with respect to
     which such rate is being determined, would be offered for such day in the
     applicable offshore interbank market.

                    Reference Currency shall have the meaning assigned to such
     term in the definition of Equivalent Amount.

     B.   Section 2--Revolving Credit And Swing Loan Facilities.

          (i)  Sections 2.1 through 2.4.

          Sections 2.1 [Revolving Credit Commitments and Swing Loan Commitment]
through 2.4 [Revolving Credit Loan Requests; Swing Loan Requests] are hereby
amended and restated to read as follows:

          "2.1 Revolving Credit Commitments and Swing Loan Commitment.

               2.1.1 Revolving Credit Loans.

                    Subject to the terms and conditions hereof and relying upon
     the representations and warranties herein set forth, each Bank severally
     agrees to make Revolving Credit Loans in either Dollars or one or more
     Optional Currencies to the Borrower at any time or from time to time on or
     after the date hereof to the Expiration Date provided that after giving
     effect to any such Loan (and at all times during the term of this
     Agreement):

                                      - 5 -

<PAGE>

                    (i) the aggregate Dollar Equivalent Amount of Revolving
     Credit Loans from such Bank shall not exceed such Bank's Revolving Credit
     Commitment minus such Bank's Ratable Share of the Swing Loans and the
     Letters of Credit Outstanding;

                    (ii) the Facility Usage shall not exceed the lesser of (1)
     the Revolving Credit Commitments or (2) the maximum Facility Usage
     permitted under Section 7.2.16;

                    (iii) the aggregate Dollar Equivalent Amount of Optional
     Currency Loans shall not exceed the Optional Currency Loan Sublimit; and

                    (iv) no Loan to which the Base Rate Option applies shall be
     made in an Optional Currency. Within such limits of time and amount and
     subject to the other provisions of this Agreement, the Borrower may borrow,
     repay and reborrow pursuant to this Section 2.1.

               2.1.2 Swing Loan Commitment.

                    Subject to the terms and conditions hereof and relying upon
     the representations and warranties herein set forth, and in order to
     facilitate loans and repayments between Settlement Dates, PNC Bank shall
     make swing loans (the "Swing Loans") to the Borrower at any time or from
     time to time after the date hereof to, but not including, the Expiration
     Date, in an aggregate principal amount up to but not in excess of
     $20,000,000 (the "Swing Loan Commitment"), provided that after giving
     effect to such Swing Loans the Facility Usage shall not exceed the lesser
     of (1) the Revolving Credit Commitments or (2) the maximum Facility Usage
     permitted under Section 7.2.16. Within such limits of time and amount and
     subject to the other provisions of this Agreement, the Borrower may borrow,
     repay and borrow again pursuant to this Section 2.1.2.

          2.2  Nature of Banks' Obligations with Respect to Revolving Credit
               Loans.

                    Each Bank shall be obligated to fund a portion of each
     Revolving Credit Loan pursuant to Section 2.4.1 [Revolving Credit Loan
     Requests] in an amount equal to its Ratable Share of such Revolving Credit
     Loan. The aggregate of the Dollar Equivalent Amount of each Bank's
     Revolving Credit Loans outstanding hereunder to the Borrower at any time
     shall never exceed its Revolving Credit Commitment minus its Ratable Share
     of the Letters of Credit Outstanding and Swing Loans outstanding, subject
     to Section 4.4.4.2. The obligations of each Bank hereunder are several. The
     failure of any Bank to perform its obligations hereunder shall not affect
     any other Bank's commitment or the Obligations of the Borrower to any other
     party nor shall any other party be liable for the failure of such Bank to
     perform its obligations hereunder. The Banks shall have no obligation to
     make Revolving Credit Loans hereunder on or after the Expiration Date.

          2.3  Commitment Fees.

                                      - 6 -

<PAGE>

                    Accruing from the date hereof until the Expiration Date, the
     Borrower agrees to pay to the Administrative Agent in Dollars for the
     account of each Bank, as consideration for such Bank's Revolving Credit
     Commitment hereunder, a nonrefundable commitment fee equal to the
     Applicable Commitment Fee Rate (computed on the basis of a year of 360 days
     and actual days elapsed) on the average daily difference between the amount
     of (i) such Bank's Revolving Credit Commitment as the same may be
     constituted from time to time and (ii) the sum of such Bank's Revolving
     Credit Loans and its Swing Loans outstanding plus its Ratable Share of
     Letters of Credit Outstanding. All Commitment Fees shall be payable in
     arrears on the first Business Day of each July, October, January and April
     after the date hereof and on the Expiration Date or upon acceleration of
     the Notes.

          2.4  Revolving Credit Loan Requests; Swing Loan Requests.

               2.4.1 Revolving Credit Loan Requests.

                    Except as otherwise provided herein, the Borrower may from
     time to time prior to the Expiration Date request the Banks to make
     Revolving Credit Loans, or renew or convert the Interest Rate Option
     applicable to existing Revolving Credit Loans pursuant to Section 3.2
     [Interest Periods], by delivering to the Administrative Agent, not later
     than:

                    (i) 10:00, Pittsburgh time, three (3) Business Days prior to
     the proposed Borrowing Date with respect to the making of Dollar Loans to
     which the Euro-Rate Option applies or the date of conversion to or the
     renewal of the Euro-Rate Option for any such Loans;

                    (ii) 10:00 a.m., Pittsburgh time, four (4) Business Days
     prior to the proposed Borrowing Date with respect to the making of Optional
     Currency Loans or the date of conversion to or renewal of the Euro-Rate
     Option for Revolving Credit Loans in an Optional Currency; or

                    (iii) 2:00 p.m., Pittsburgh time, one (1) Business Day prior
     to either the proposed Borrowing Date with respect to the making of a
     Revolving Credit Loan to which the Base Rate Option applies or the last day
     of the preceding Interest Period with respect to the conversion to the Base
     Rate Option for any Loan, of a duly completed request therefor
     substantially in the form of Exhibit 2.4.1 or a request by telephone
     immediately confirmed in writing by letter, facsimile or telex in such form
     (each, a "Revolving Credit Loan Request"), it being understood that the
     Administrative Agent may rely on the authority of any individual making
     such a telephonic request without the necessity of receipt of such written
     confirmation. Each Revolving Credit Loan Request shall be irrevocable and
     shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of
     the proposed Loans (expressed in the currency in which such Loans shall be
     funded) comprising each Borrowing Tranche, the Dollar Equivalent Amount of
     which shall be in integral multiples of $1,000,000 and not less than
     $5,000,000 for each Borrowing Tranche to which the Euro-Rate Option applies
     and not

                                      - 7 -

<PAGE>

     less than the lesser of $1,000,000 or the maximum amount available for
     Borrowing Tranches to which the Base Rate Option applies; (iii) whether the
     Euro-Rate Option or the Base Rate Option shall apply to the proposed Loans
     comprising the applicable Borrowing Tranche; (iv) the currency in which
     such Loans shall be funded if the Borrower is electing the Euro-Rate
     Option; and (v) in the case of a Borrowing Tranche to which the Euro-Rate
     Option applies, an appropriate Interest Period for the Loans comprising
     such Borrowing Tranche.

               2.4.2 Swing Loan Requests.

                    Except as otherwise provided herein, the Borrower may from
     time to time prior to the Expiration Date request PNC Bank to make Swing
     Loans by delivery to PNC Bank not later than 2:00 p.m., Pittsburgh time on
     the proposed Borrowing Date of a duly completed request therefor
     substantially in the form of Exhibit 2.4.2 hereto or a request by telephone
     immediately confirmed in writing by letter, facsimile or telex (each, a
     "Swing Loan Request"), it being understood that the PNC Bank may rely on
     the authority of any individual making such a telephonic request without
     the necessity of receipt of such written confirmation. Each Swing Loan
     Request shall be irrevocable and shall specify (i) the proposed Borrowing
     Date, (ii) the Swing Loan Interest Period, and (iii) the principal amount
     of such Swing Loan, which shall be not less than $500,000 and shall be an
     integral multiple of $100,000.

                    (ii) New Sections 2.13 through 2.15.

          New Sections 2.13 through 2.15 are hereby added to the Credit
Agreement to follow immediately after Section 2.12 [Increase in Commitment] and
to read as follow:

          2.13 Utilization of Commitments in Optional Currencies.

               2.13.1 Periodic Computations of Dollar Equivalent Amounts of
     Loans Outstanding.

                    The Administrative Agent will determine the Dollar
     Equivalent Amount of (i) proposed Revolving Credit Loans to be denominated
     in an Optional Currency as of the requested Borrowing Date, and (ii)
     outstanding Revolving Credit Loans denominated in an Optional Currency as
     of the end of the applicable Interest Period for such Revolving Credit
     Loans (each such date under clauses (i) and (ii), a "Computation Date").

               2.13.2 Notices From Banks That Optional Currencies Are
     Unavailable to Fund New Loans.

                    The Banks shall be under no obligation to make the Revolving
     Credit Loans requested by the Borrower which are denominated in an Optional
     Currency if any Bank notifies the Administrative Agent by 5:00 p.m.
     (Pittsburgh time) four (4) Business Days prior to the Borrowing Date for
     such Revolving Credit Loans that such Bank cannot provide its share of such
     Revolving Credit Loans in such Optional Currency. In the event the
     Administrative Agent timely receives a notice from a Bank pursuant to

                                      - 8 -

<PAGE>

     the preceding sentence, the Administrative Agent will notify the Borrower
     no later than 9:00 am (Pittsburgh time) three (3) Business Days prior to
     the Borrowing Date for such Revolving Credit Loans that the Optional
     Currency is not then available for such Revolving Credit Loans, and the
     Administrative Agent shall promptly thereafter notify the Banks of the
     same. If the Borrower receives a notice described in the preceding
     sentence, the Borrower may, by notice to the Administrative Agent not later
     than 3:00 p.m. (Pittsburgh time) three (3) Business Days prior to the
     Borrowing Date for such Revolving Credit Loans, withdraw the Loan Request
     for such Revolving Credit Loans. If the Borrower withdraws such Loan
     Request, the Administrative Agent will promptly notify each Bank of the
     same and the Banks shall not make such Revolving Credit Loans. If the
     Borrower does not withdraw such Loan Request before such time, (i) the
     Borrower shall be deemed to have requested that the Revolving Credit Loans
     referred to in its Loan Request shall be made in Dollars in an amount equal
     to the Dollar Equivalent Amount of such Revolving Credit Loans and shall
     bear interest under the Base Rate Option, and (ii) the Administrative Agent
     shall promptly deliver a notice to each Bank stating: (A) that such
     Revolving Credit Loans shall be made in Dollars and shall bear interest
     under the Base Rate Option, (B) the aggregate amount of such Revolving
     Credit Loans, and (C) such Bank's Pro Rata Share of such Revolving Credit
     Loans.

               2.13.3 Notices From Banks That Optional Currencies Are
     Unavailable to Fund Renewals of the Euro-Rate Option.

                    If the Borrower delivers a Loan Request requesting that the
     Banks renew the Euro-Rate Option with respect to an outstanding Borrowing
     Tranche of Revolving Credit Loans denominated in an Optional Currency, the
     Banks shall be under no obligation to renew such Euro-Rate Option if any
     Bank delivers to the Administrative Agent a notice by 5:00 p.m. (Pittsburgh
     time) four (4) Business Days prior to effective date of such renewal that
     such Bank cannot continue to provide Revolving Credit Loans in such
     Optional Currency. The notice shall provide a full explanation of the facts
     which establish that the Bank cannot continue to provide Revolving Credit
     Loans in such Optional Currency. The notice shall be provided to the
     Borrower, the Administrative Agent and the Banks. In the event the
     Administrative Agent timely receives a notice from a Bank pursuant to the
     preceding sentence, the Administrative Agent will notify the Borrower no
     later than 12:00 noon (Pittsburgh time) three (3) Business Days prior to
     the renewal date that the renewal of such Revolving Credit Loans in such
     Optional Currency is not then available, and the Administrative Agent shall
     promptly thereafter notify the Banks of the same. If the Administrative
     Agent shall have so notified the Borrower that any such continuation of
     Optional Currency Loans is not then available, any notice of renewal with
     respect thereto shall be deemed withdrawn, and such Optional Currency Loans
     shall be redenominated into Base Rate Loans in Dollars with effect from the
     last day of the Interest Period with respect to any such Optional Currency
     Loans. The Administrative Agent will promptly notify the Borrower and the
     Banks of any such redenomination, and in such notice, the Administrative
     Agent will state the aggregate Dollar Equivalent Amount of the
     redenominated Optional Currency Loans as of the Computation Date with
     respect thereto and such Bank's Ratable Share thereof.

               2.13.4 Requests for Additional Optional Currencies.

                                      - 9 -

<PAGE>

                    The Borrower may deliver to the Administrative Agent a
     written request that Revolving Credit Loans hereunder also be permitted to
     be made in any other lawful currency (other than Dollars), in addition to
     the currencies specified in the definition of "Optional Currency" herein,
     provided that such currency must be freely traded in the offshore interbank
     foreign exchange markets, freely transferable, freely convertible into
     Dollars and available to the Banks in the applicable interbank market. The
     Administrative Agent will promptly notify the Banks of any such request
     promptly after the Administrative Agent receives such request. The
     Administrative Agent and each Bank may grant or accept such request in
     their sole discretion. The Administrative Agent will promptly notify the
     Borrower of the acceptance or rejection by the Administrative Agent and
     each of the Banks of the Borrower's request. The requested currency shall
     be approved as an Optional Currency hereunder only if the Administrative
     Agent and all of the Banks approve of the Borrower's request.

          2.14 Currency Repayments.

                    Notwithstanding anything contained herein to the contrary,
     the entire amount of principal of and interest on any Loan made in an
     Optional Currency shall be repaid in the same Optional Currency in which
     such Loan was made, provided, however, that if it is impossible or illegal
     for Borrower to effect payment of a Loan in the Optional Currency in which
     such Loan was made, or if Borrower defaults in its obligations to do so,
     the Required Banks may at their option permit such payment to be made (i)
     at and to a different location, subsidiary, affiliate or correspondent of
     Administrative Agent, or (ii) in the Equivalent Amount of Dollars. Upon any
     events described in (i) through (iii) of the preceding sentence, Borrower
     shall make such payment and Borrower agrees to hold each Bank harmless from
     and against any loss in curred by any Bank arising from the cost to such
     Bank of any premium, any costs of exchange, the cost of hedging and
     covering the Optional Currency in which such Loan was originally made, and
     from any change in the value of Dollars, or such other currency, in
     relation to the Optional Currency that was due and owing. Such loss shall
     be calculated for the period commencing with the first day of the Interest
     Period for such Loan and continuing through the date of payment thereof.
     Without prejudice to the survival of any other agreement of Borrower
     hereunder, Borrower's obligations under this Section 2.14 shall survive
     termination of this Agreement.

          2.15 Optional Currency Amounts.

                    Notwithstanding anything contained herein to the contrary,
     Administrative Agent may, with respect to notices by Borrower for Loans in
     an Optional Currency or voluntary prepayments of less than the full amount
     of an Optional Currency Borrowing Tranche, engage in reasonable rounding of
     the Optional Currency amounts requested to be loaned or repaid; and, in
     such event, Administrative Agent shall promptly notify Borrower and the
     Banks of such rounded amounts and Borrower's request or notice shall
     thereby be deemed to reflect such rounded amounts.

     C.   Section 3--Interest Rates.

                                     - 10 -

<PAGE>

          The text of Section 3 (Interest Rates) is hereby amended and restated
to read as follows (except for provisions of Section III of the Credit Agreement
identified below which remain unchanged and are not restated herein):

     "3   INTEREST RATES

          3.1  Interest Rate Options.

               The Borrower shall pay interest in respect of the outstanding
     unpaid principal amount of the Revolving Credit Loans as selected by it
     from the Base Rate Option or Euro-Rate Option set forth below applicable to
     the Revolving Credit Loans, it being understood that, subject to the
     provisions of this Agreement, the Borrower may select different Interest
     Rate Options and different Interest Periods to apply simultaneously to the
     Revolving Credit Loans comprising different Borrowing Tranches and may
     convert to or renew one or more Interest Rate Options with respect to all
     or any portion of the Revolving Credit Loans comprising any Borrowing
     Tranche, provided that (1) there shall not be at any one time outstanding
     more than twelve (12) Borrowing Tranches (excluding Borrowing Tranches of
     Swing Loans) applicable to each of the Revolving Credit Loans, and (2) only
     the Offered Rate Option shall apply to the Swing Loans. If at any time the
     designated rate applicable to any Loan made by any Bank exceeds such Bank's
     highest lawful rate, the rate of interest on such Bank's Loan shall be
     limited to such Bank's highest lawful rate. Subject to Section 2.14,
     interest on the principal amount of each Loan made in an Optional Currency
     shall be paid by the Borrower in such Optional Currency.

               3.1.1 Interest Rate Options.

                    (a) The Borrower shall have the right to select from the
     following Interest Rate Options applicable to the Revolving Credit Loans
     (subject to the provisions above regarding Swing Loans and except that no
     Loan to which a Base Rate shall apply may be made in an Optional Currency):

                         (i) Revolving Credit Base Rate Option: A fluctuating
     rate per annum (computed on the basis of a year of 365 or 366 days, as the
     case may be, and actual days elapsed) equal to the Base Rate, such interest
     rate to change automatically from time to time effective as of the
     effective date of each change in the Base Rate; or

                         (ii) Revolving Credit Euro-Rate Option: A rate per
     annum (computed on the basis of a year of 360 days and actual days elapsed,
     provided that, for Loans made in an Optional Currency for which a 365-day
     basis is the only market practice available to the Administrative Agent,
     such rate shall be calculated on the basis of a year of 365 or 366 days, as
     the case may be for the actual days elapsed) equal to the Euro-Rate plus
     the Applicable Margin.

                    (b) Swing Loan Interest Rate Option. Swing Loans shall bear
     interest under the Offered Rate Option.

                                     - 11 -

<PAGE>

               3.1.2 Rate Quotations.

                    The Borrower may call the Administrative Agent on or before
     the date on which a Revolving Credit Loan Request is to be delivered to
     receive an indication of the interest rates and an indication of the
     currency exchange rates then in effect, but it is acknowledged that such
     projection shall not be binding (except with respect to Swing Loans) on the
     Administrative Agent or the Banks nor affect the rate of interest or the
     calculation of Equivalent Amounts which thereafter are actually in effect
     when the election is made.

          3.2  Interest Periods.

               At any time when the Borrower shall select, convert to or renew a
     Euro-Rate Option, the Borrower shall notify the Administrative Agent
     thereof (who shall promptly give notice thereof to the Banks) by delivering
     a Loan Request at least four (4) Business Days prior to the effective date
     of such Interest Rate Option, with respect to an Optional Currency Loan,
     and three (3) Business Days prior to the effective date of such Interest
     Rate Option with respect to a Dollar Loan. The notice shall specify an
     Interest Period during which such Interest Rate Option shall apply.
     Notwithstanding the preceding sentence, the following provisions shall
     apply to any selection of, renewal of, or conversion to a Euro-Rate Option:

               3.2.1 Amount of Borrowing Tranche.

                    the Dollar Equivalent Amount of each Borrowing Tranche of
     Loans under the Euro-Rate Option shall be in integral multiples of
     $1,000,000 and not less than $5,000,000.

               3.2.2 Renewals.

                    in the case of the renewal of a Euro-Rate Option at the end
     of a Revolving Credit Loan Interest Period, the first day of the new
     Interest Period shall be the last day of the preceding Revolving Credit
     Loan Interest Period, without duplication in payment of interest for such
     day.

          3.3  Interest After Default.

               To the extent permitted by Law, upon the occurrence of an Event
     of Default and until such time such Event of Default shall have been cured
     or waived:

               3.3.1 Letter of Credit Fees, Interest Rate.

                    the Letter of Credit Fees and the rate of interest for each
     Loan otherwise applicable pursuant to Section 2.10.2 [Letter of Credit
     Fees] or Section 3.1 [Interest Rate Options], respectively, shall be
     increased by 2.0% per annum; and

               3.3.2 Other Obligations.

                                     - 12 -

<PAGE>

                    each other Obligation hereunder (excluding interest if such
     interest is not yet due and payable) if not paid when due shall bear
     interest at a rate per annum equal to the sum of the rate of interest
     applicable under the Base Rate Option plus an additional 2.0% per annum
     from the time such Obligation becomes due and payable and until it is paid
     in full.

               3.3.3 Acknowledgment.

                    The Borrower acknowledges that the increase in rates
     referred to in this Section 3.3 reflects, among other things, the fact that
     such Loans or other amounts have become a substantially greater risk given
     their default status and that the Banks are entitled to additional
     compensation for such risk; and all such interest shall be payable by
     Borrower upon demand by Administrative Agent.

          3.4 Interest Rate Unascertainable; Illegality; Increased Costs;
     Deposits Not Available.

               3.4.1 Unascertainable.

                    If on any date on which a Euro-Rate would otherwise be
     determined, the Administrative Agent shall have determined that:

                    (i) adequate and reasonable means do not exist for
     ascertaining such Euro-Rate, or

                    (ii) a contingency has occurred which in the reasonable
     opinion of the Administrative Agent materially and adversely affects the
     secondary market for negotiable certificates of deposit maintained by
     dealers of recognized standing relating to the London interbank eurodollar
     market relating to the Euro-Rate, the Administrative Agent shall have the
     rights specified in Section 3.4.3.

               3.4.2 Illegality; Increased Costs; Deposits Not Available.

                    If at any time any Bank shall have determined that:

                    (i) the making, maintenance or funding of any Loan to which
     a Euro-Rate Option applies has been made impracticable or unlawful by
     compliance by such Bank in good faith with any Law or any interpretation or
     application thereof by any Official Body or with any request or directive
     of any such Official Body (whether or not having the force of Law), or

                    (ii) such Euro-Rate Option will not adequately and fairly
     reflect the cost to such Bank of the establishment or maintenance of any
     such Loan, or

                    (iii) after making all reasonable efforts, deposits of the
     relevant amount in Dollars or in the Optional Currency (as applicable) for
     the relevant Interest Period for a Loan, or to banks generally, to which a
     Euro-Rate Option applies,

                                     - 13 -

<PAGE>

     respectively, are not available to such Bank with respect to such Loan, or
     to banks generally, in the interbank eurodollar market,

     then such Bank shall have the rights specified in Section 3.4.3.

               3.4.3 Administrative Agent's and Bank's Rights.

                    In the case of any event specified in Section 3.4.1 above,
     the Administrative Agent shall promptly so notify the Banks and the
     Borrower thereof, and in the case of an event specified in Section 3.4.2
     above, such Bank shall promptly so notify the Administrative Agent and
     endorse a certificate to such notice as to the specific circumstances of
     such notice, and the Administrative Agent shall promptly send copies of
     such notice and certificate to the other Banks and the Borrower. Upon such
     date as shall be specified in such notice (which shall not be earlier than
     the date such notice is given), the obligation of (A) the Banks, in the
     case of such notice given by the Administrative Agent, or (B) such Bank, in
     the case of such notice given by such Bank, to allow the Borrower to
     select, convert to or renew a Euro-Rate Option or select an Optional
     Currency (as applicable) shall be suspended until the Administrative Agent
     shall have later notified the Borrower, or such Bank shall have later
     notified the Administrative Agent, of the Administrative Agent's or such
     Bank's, as the case may be, determination that the circumstances giving
     rise to such previous determination no longer exist. If at any time the
     Administrative Agent makes a determination under Section 3.4.1 and the
     Borrower has previously notified the Administrative Agent of its selection
     of, conversion to or renewal of a Euro-Rate Option and such Interest Rate
     Option has not yet gone into effect, such notification shall be deemed to
     provide for the selection of, conversion to or renewal of the Base Rate
     Option otherwise available with respect to such Loans if the Borrower has
     requested the Euro-Rate Option. If any Bank notifies the Administrative
     Agent of a determination under Section 3.4.2, the Borrower shall, subject
     to the Borrower's indemnification Obligations under Section 4.5.2
     [Indemnity], as to any Loan of the Bank to which a Euro-Rate Option
     applies, on the date specified in such notice either (i) as applicable,
     convert such Loan to the Base Rate Option otherwise available with respect
     to such Loan and select Dollars, or (ii) (except in the case of events
     described in clauses (ii) and (iii) of Section 3.4.2) prepay such Loan or
     in accordance with Section 4.4 [Voluntary Prepayments]. Absent due notice
     from the Borrower of conversion or prepayment, such Loan shall
     automatically be converted to the Base Rate Option otherwise available with
     respect to such Loan upon such specified date.

          3.5  Selection of Interest Rate Options.

               If the Borrower fails to select a new Interest Period or Optional
     Currency to apply to any Borrowing Tranche of Revolving Credit Loans under
     the Euro-Rate Option at the expiration of an existing Interest Period
     applicable to such Borrowing Tranche in accordance with the provisions of
     Section 3.2 [Interest Periods], the Borrower shall be deemed to have
     converted such Borrowing Tranche to the Base Rate Option or to a Dollar
     Loan, as applicable, commencing upon the last day of the existing Interest
     Period.

                                     - 14 -

<PAGE>

     D.   Section 4--Payments.

          The text of Section 4 (Payments) is hereby amended and restated to
read as follows (except for provisions of Section IV of the Credit Agreement
identified below which remain unchanged and are not restated herein):

     "4.  PAYMENTS

          4.1  Payments.

               All payments and prepayments to be made in respect of principal,
     interest, Commitment Fees, Letter of Credit Fees, Administrative Agent's
     Fee or other fees or amounts due from the Borrower hereunder shall be
     payable prior to 11:00 a.m., Pittsburgh time, on the date when due without
     presentment, demand, protest or notice of any kind, all of which are hereby
     expressly waived by the Borrower, and without set-off, counterclaim or
     other deduction of any nature, and an action therefor shall immediately
     accrue. Such payments shall be made to the Administrative Agent at the
     Principal Office for the account of PNC Bank with respect to the Swing
     Loans, for the ratable accounts of the Banks with respect to the Revolving
     Credit Loans in U.S. Dollars, except that payments of principal or interest
     shall be made in the currency in which such Loan was made, and in
     immediately available funds, and the Administrative Agent shall promptly
     distribute such amounts to the Banks in immediately available funds,
     provided that in the event payments are received by 11:00 a.m., Pittsburgh
     time, by the Administrative Agent with respect to the Loans and such
     payments are not distributed to the Banks on the same day received by the
     Administrative Agent, the Administrative Agent shall pay the Banks the
     Federal Funds Effective Rate in the case of Loans or other amounts due in
     Dollars, or the Overnight Rate in the case of Loans or other amounts due in
     an Optional Currency, with respect to the amount of such payments for each
     day held by the Administrative Agent and not distributed to the Banks. The
     Administrative Agent's and each Bank's statement of account, ledger or
     other relevant record shall, in the absence of manifest error, be
     conclusive as the statement of the amount of principal of and interest on
     the Loans and other amounts owing under this Agreement (including the
     Equivalent Amounts of the applicable currencies where such computations are
     required) and shall be deemed an "account stated."

          4.2  Pro Rata Treatment of Banks.

               Each borrowing of Revolving Credit Loans shall be allocated to
     each Bank according to its Ratable Share, and each selection of, conversion
     to or renewal of any Interest Rate Option applicable to Revolving Credit
     Loans, each Commitment reduction and each payment or prepayment by the
     Borrower with respect to principal or interest on the Revolving Credit
     Loans, Commitment Fees, Letter of Credit Fees, or other fees (except for
     the Administrative Agent's Fee) or amounts due from the Borrower hereunder
     to the Banks with respect to Revolving Credit Loans, shall (except as
     provided in Section 3.4.3 [Administrative Agent's and Bank's Rights] in the
     case of an event specified in Section 3.4 [Interest Rate Unascertainable;
     Etc.], 4.4.2 [Replacement of a Bank] or 4.5 [Additional Compensation in
     Certain Circumstances]) be made in

                                     - 15 -

<PAGE>

     proportion to the applicable Revolving Credit Loans outstanding from each
     Bank and, if no such Loans are then outstanding, in proportion to the
     Ratable Share of each Bank. Notwithstanding any of the foregoing, each
     borrowing or payment or prepayment by the Borrower of principal, interest,
     fees or other amounts from the Borrower with respect to Swing Loans shall
     be made by or to PNC Bank according to Section 2.

          4.3  Interest Payment Dates.

               Interest on Loans to which the Base Rate Option applies shall be
     due and payable in arrears on the first Business Day of each July, October,
     January and April after the date hereof and on the applicable Expiration
     Date or upon acceleration of the applicable Notes. Interest on Revolving
     Credit Loans to which the Euro-Rate Option applies shall be due and payable
     in the currency in which such Loan was made on the last day of each
     Euro-Rate Loan Interest Period for those Loans and, if such Euro-Rate Loan
     Interest Period is longer than three (3) Months, also on the 90th day of
     such Euro-Rate Loan Interest Period. Interest on Swing Loans shall be due
     and payable on the last day of the applicable Swing Loan Interest Period.
     Interest on the principal amount of each Loan or other monetary Obligation
     shall be due and payable in the currency in which such Loan was made on
     demand after such principal amount or other monetary Obligation becomes due
     and payable (whether on the stated maturity date, upon acceleration or
     otherwise).

          4.4  Voluntary and Mandatory Prepayments.

               4.4.1 Right to Prepay.

                    The Borrower shall have the right at its option from time to
     time to prepay the Loans in whole or part without premium or penalty
     (except as provided in Section 4.4.2 below or in Section 4.5 [Additional
     Compensation in Certain Circumstances]) in the currency in which such Loan
     was made:

                    (i) at any time with respect to any Revolving Credit Loan to
     which the Base Rate Option applies,

                    (ii) on the last day of the applicable Interest Period with
     respect to Revolving Credit Loans to which a Euro-Rate Option applies or
     with respect to Swing Loans, provided that the Borrower may pay such Loans
     prior to the last day of such Interest Period so long as the Borrower
     indemnifies the Banks pursuant to Section 4.5.2, or

                    (iii) on the date specified in a notice by any Bank pursuant
     to Section 3.4 [Interest Rate Unascertainable, Etc.] with respect to any
     Revolving Credit Loan to which a Euro-Rate Option applies.

                    Whenever the Borrower desires to prepay any part of the
     Loans, it shall provide a prepayment notice to the Administrative Agent by
     (1) 1:00 p.m., Pittsburgh time, at least one (1) Business Day prior to the
     date of prepayment of the Dollar Loans, (2) by 10:00 am at least four (4)
     Business Days prior to the date of

                                     - 16 -

<PAGE>

     prepayment of any Optional Currency Loans or (3) no later than 1:00 p.m.,
     Pittsburgh time, on the date of prepayment of Swing Loans, in each instance
     (of prepayments described in clause (1), (2) or (3)) setting forth the
     following information:

                         (x) the date, which shall be a Business Day, on which
               the proposed prepayment is to be made;

                         (y) a statement indicating the application of the
               prepayment between the Swing Loans and Revolving Credit Loans;
               and

                         (z) the total principal amount and currency of such
               prepayment, the Dollar Equivalent Amount of which shall not be
               less than $500,000 for any Swing Loan, or $1,000,000 for any
               Revolving Credit Loan.

                    All prepayment notices shall be irrevocable. The principal
     amount of the Loans for which a prepayment notice is given, together with
     interest on such principal amount except with respect to Loans to which the
     Base Rate Option applies, shall be due and payable on the date specified in
     such prepayment notice as the date on which the proposed prepayment is to
     be made in the currency in which such Loan was made. Except as provided in
     Section 3.4.3 [Administrative Agent's and Bank's rights], if the Borrower
     prepays a Revolving Credit Loan but fails to specify the applicable
     Borrowing Tranche which the Borrower is prepaying, the prepayment shall be
     applied, first, to Revolving Credit Loans to which the Base Rate Option
     applies, then to Dollar Loans to which the Euro-Rate Option applies, and
     then to Optional Currency Loans. Any prepayment hereunder shall be subject
     to the Borrower's Obligation to indemnify the Banks under Section 4.5.2
     [Indemnity].

               4.4.2 Replacement of a Bank.

                    In the event any Bank (i) gives notice under Section 3.4
     [Interest Rate Unascertainable, Etc.], Section 4.5.1 [Increased Costs,
     Etc.] or 4.8.3 [Indemnification for Taxes Paid by a Bank], (ii) does not
     fund Loans because the making of such Loans would contravene any Law
     applicable to such Bank, (iii) becomes subject to the control of an
     Official Body (other than normal and customary supervision), or (iv) seeks
     indemnification for Taxes under Section 11.3 or (v) the Borrower is
     required to make any payment under any of Sections 4.8.1, 4.8.2 or 4.8.3,
     then the Borrower shall have the right, at its option, with the consent of
     the Administrative Agent, which shall not be unreasonably withheld, to
     prepay the Loans of such Bank in whole , together with all interest accrued
     thereon and any fees or other amounts due in connection therewith, and
     terminate such Bank's Commitment, or to replace such Bank with another Bank
     which purchases and assumes the Loans of the Bank to be replaced in either
     such case within sixty (60) days after (x) receipt of such Bank's notice
     under Section 3.4 [Interest Rate Unascertainable, Etc.] or 4.5.1 [Increased
     Costs, Etc.], (y) the date such Bank has failed to fund Loans because the
     making of such Loans would contravene Law applicable to such Bank, or (z)
     the date such Bank became subject to the control of an Official Body, as
     applicable; provided that the Borrower shall also pay to such Bank at the
     time of such

                                     - 17 -

<PAGE>

     prepayment or replacement any amounts required under Section 4.5
     [Additional Compensation in Certain Circumstances] and any accrued interest
     due on such amount and any related fees; provided further , however, that
     if the Borrower has elected to prepay the Loans of a Bank and terminate its
     Commitment under this Section, the Commitment of such Bank shall be
     provided by one or more of the remaining Banks or a replacement bank
     reasonably acceptable to the Administrative Agent; and provided, further,
     that the remaining Banks shall have no obligation hereunder to increase
     their Commitments. Notwithstanding the foregoing, the Administrative Agent
     may only be replaced subject to the requirements of Section 9.14 [Successor
     Administrative Agent] and provided that all Letters of Credit have expired
     or been terminated or replaced.

               4.4.3 Change of Lending Office.

                    Each Bank agrees that upon the occurrence of any event
     giving rise to increased costs or other special payments under Section
     3.4.2 [Illegality, Etc.] or 4.5.1 [Increased Costs, Etc.] with respect to
     such Bank, or in the event such Bank seeks indemnification for Taxes under
     Section 11.3, it will if requested by the Borrower, use reasonable efforts
     (subject to overall policy considerations of such Bank) to designate
     another Lending Office for any Loans or Letters of Credit affected by such
     event, provided that such designation is made on such terms that such Bank
     and its Lending Office suffer no economic(including increased taxes), legal
     or regulatory disadvantage, with the object of avoiding the consequence of
     the event giving rise to the operation of such Section. Nothing in this
     Section 4.4.3 shall affect or postpone any of the Obligations of the
     Borrower or any other Loan Party or the rights of the Administrative Agent
     or any Bank provided in this Agreement.

               4.4.4 Mandatory Prepayment.

                    4.4.4.1 Maximum Facility Usage to EBITDA Attributable to
     Loan Parties.

                    If the Borrower shall breach the covenant contained in
     Section 7.2.16 [Maximum Facility Usage to EBITDA Attributable to Loan
     Parties], the Borrower shall, within two (2) Business Days of the
     occurrence of such breach repay Loans (subject to its indemnity obligation
     in Section 4.5.2(i)) to the extent required to cause the Borrower to comply
     with such Section 7.2.16.

                    4.4.4.2 Change in Exchange Rates.

                         (i) Excess of Facility Usage Over Commitments.
     Notwithstanding the provisions in Section 2 of this Agreement (which
     provides in part that the Facility Usage may not at any time exceed the
     Commitments), if on any Computation Date the sum of the Facility Usage is
     greater than the Commitments solely as a result of a change in exchange
     rates between one (1) or more Optional Currencies and Dollars (and not for
     any other reason; if the Facility Usage exceeds the Commitments for any
     reason other than a change in such exchange rates, then the Loan Parties
     shall be in immediate breach of such provisions of Section 2), then the

                                     - 18 -

<PAGE>

     Administrative Agent shall notify the Borrower of the same. The Borrower
     shall pay or prepay Loans (subject to Borrower's indemnity obligations for
     repaying Euro-Rate Loans before expiration of the applicable Interest
     Period under this Section 4 or otherwise) within one (1) Business Day after
     receiving such notice such that the Facility Usage shall not exceed the
     aggregate Commitments after giving effect to such payments or prepayments.
     All prepayments required pursuant to this clause (i) shall first be applied
     among the Interest Rate Options to the principal amount of the Loans
     subject to the Base Rate Option, then to Dollar Loans subject to a
     Euro-Rate Option and then to Optional Currency Loans subject to the
     Euro-Rate Option (subject to Borrower's indemnity obligations for breaking
     Euro-Rate Borrowing Tranches under this Section 4).

                         (ii) Excess of Optional Currency Loans Over Facility
     Usage Over Optional Currency Loan Sublimit. Notwithstanding the provisions
     in Section 2.1.1(iii) of this Agreement (which provides in part that the
     Dollar Equivalent Amount of Optional Currency Loans shall not exceed the
     Optional Currency Loan Sublimit), if on any Computation Date the Dollar
     Equivalent Amount of Optional Currency Loans shall exceed the Optional
     Currency Loan Sublimit solely as a result of a change in exchange rates
     between one (1) or more Optional Currencies and Dollars (and not for any
     other reason; if the Dollar Equivalent Amount of Optional Currency Loans
     shall exceed the Optional Currency Loan Sublimit Facility Usage for any
     reason other than a change in such exchanges rates, then the Loan Parties
     shall be in immediate breach of such provisions of Section 2.1.1(iii)),
     then the Administrative Agent shall notify the Borrower of the same. The
     Borrower shall pay or prepay Optional Currency Loans (subject to Borrower's
     indemnity obligations for repaying Euro-Rate Loans before expiration of the
     applicable Interest Period under this Section 4 or otherwise) within four
     (4) Business Days after receiving such notice in an amount such that the
     Dollar Equivalent Amount of Optional Currency Loans shall equal or be less
     than the Optional Currency Loan Sublimit after giving effect to such
     payments or prepayments.

          4.5  Additional Compensation in Certain Circumstances.

               4.5.1 Increased Costs or Reduced Return Resulting from Taxes,
     Reserves, Capital Adequacy Requirements, Expenses, Etc.

                    If, after the date hereof, any Law, guideline or
     interpretation or any change in any Law, guideline or interpretation or
     application thereof by any Official Body charged with the interpretation or
     administration thereof or compliance with any request or directive (whether
     or not having the force of Law) of any central bank or other Official Body:

                    (i) subjects any Bank to any tax or changes the basis of
     taxation with respect to this Agreement, the Notes, the Loans or payments
     by the Borrower of principal, interest, Commitment Fees, or other amounts
     due from the Borrower hereunder or under the Notes (except for taxes on the
     net income of such Bank),

                                     - 19 -

<PAGE>

                    (ii) imposes, modifies or deems applicable any reserve,
     special deposit or similar requirement against credits or commitments to
     extend credit extended by, or assets (funded or contingent) of, deposits
     with or for the account of, or other acquisitions of funds by, any Bank or
     any Lending Office of any Bank, or

                    (iii) imposes, modifies or deems applicable any capital
     adequacy or similar requirement (A) against assets (funded or contingent)
     of, or letters of credit, other credits or commitments to extend credit
     extended by, any Bank, or (B) otherwise applicable to the obligations of
     any Bank or any Lending Office of any Bank under this Agreement,

     and the result of any of the foregoing is to increase the cost to, reduce
     the income receivable by, or impose any expense (including loss of margin)
     upon any Bank or its Lending Office with respect to this Agreement, the
     Notes or the making, maintenance or funding of any part of the Loans (or,
     in the case of any capital adequacy or similar requirement, to have the
     effect of reducing the rate of return on any Bank's capital, taking into
     consideration such Bank's customary policies with respect to capital
     adequacy) by an amount which such Bank in its sole discretion deems to be
     material, such Bank shall from time to time notify the Borrower and the
     Administrative Agent of the amount determined in good faith (using any
     averaging and attribution methods employed in good faith) by such Bank to
     be necessary to compensate such Bank for such increase in cost, reduction
     of income, additional expense or reduced rate of return. Such notice shall
     set forth in reasonable detail the basis for such determination. Such
     amount shall be due and payable by the Borrower to such Bank ten (10)
     Business Days after such notice is given.

               4.5.2 Indemnity.

                    In addition to the compensation required by Section 4.5.1
     [Increased Costs, Etc.], the Borrower shall indemnify each Bank against all
     liabilities, losses or expenses (including loss of margin, any loss or
     expense incurred in liquidating or employing deposits from third parties
     and any loss or expense incurred in connection with funds acquired by a
     Bank to fund or maintain Loans subject to a Euro-Rate Option) which such
     Bank sustains or incurs as a consequence of any

                    (i) payment, prepayment, conversion or renewal of any Loan
     to which a Euro-Rate Option applies or any Swing Loan on a day other than
     the last day of the corresponding Interest Period (whether or not such
     payment or prepayment is mandatory, voluntary or automatic and whether or
     not such payment or prepayment is then due),

                    (ii) attempt by the Borrower to revoke (expressly, by later
     inconsistent notices or otherwise) in whole or part any Loan Requests under
     Section 2.5 [Revolving Credit Loan Requests and Swing Loan Requests], or
     Section 3.2 [Interest Periods] or notice relating to prepayments under
     Section 4.4 [Voluntary Prepayments], or

                    (iii) default by the Borrower in the performance or
     observance of any covenant or condition contained in this Agreement or any
     other Loan Document,

                                     - 20 -

<PAGE>

     including any failure of the Borrower to pay when due (by acceleration or
     otherwise) any principal, interest, Commitment Fee or any other amount due
     hereunder.

                    If any Bank sustains or incurs any such loss or expense, it
     shall from time to time notify the Borrower of the amount determined in
     good faith by such Bank (which determination may include such assumptions,
     allocations of costs and expenses and averaging or attribution methods as
     such Bank shall deem reasonable) to be necessary to indemnify such Bank for
     such loss or expense. Such notice shall set forth in reasonable detail the
     basis for such determination. Such amount shall be due and payable by the
     Borrower to such Bank ten (10) Business Days after such notice is given.

          4.6  Settlement Date Procedures.

               In order to minimize the transfer of funds between the Banks and
     the Administrative Agent, the Borrower may borrow, repay and borrow again
     Swing Loans and PNC Bank may make Swing Loans as provided in Section 2.1.2
     hereof. Not later than 11:00 a.m., Pittsburgh time, on any Business Day
     (each a "Settlement Date"), the Administrative Agent may at its option for
     any reason notify each Bank of its Ratable Share of the total of the Swing
     Loans. Prior to 2:00 p.m., Pittsburgh time, on such Settlement Date, each
     Bank shall pay to the Administrative Agent an amount equal to, and shall
     purchase, its Ratable Share of the outstanding Swing Loans. These
     settlement procedures are established solely as a matter of administrative
     convenience, and nothing contained in this Section shall relieve the Banks
     of their obligations to fund Revolving Credit Loans.

          4.7  Interbank Market Presumption.

               For all purposes of this Agreement and each Note with respect to
     any aspects of the Euro-Rate, any Loan under the Euro-Rate Option or any
     Optional Currency, each Bank and Administrative Agent shall be presumed to
     have obtained rates, funding, currencies, deposits, and the like in the
     applicable interbank market regardless whether it did so or not; and each
     Bank's and Administrative Agent's determination of amounts payable under,
     and actions required or authorized by, Sections 3.4 and 4.5 or otherwise
     under this Agreement shall be calculated, at each Bank's and Administrative
     Agent's option, as though each Bank and Administrative Agent funded each
     Borrowing Tranche of Loans under the Euro-Rate Option through the purchase
     of deposits of the types and maturities corresponding to the deposits used
     as a reference in accordance with the terms hereof in determining the
     Euro-Rate applicable to such Loans, whether in fact that is the case.

          4.8  Taxes.

               4.8.1 No Deductions.

                    All payments made by Borrower hereunder and under each Note
     shall be made free and clear of and without deduction for any present or
     future taxes, levies, imposts, deductions, charges, or withholdings, and
     all liabilities with respect thereto, excluding taxes imposed on the net
     income of any Bank and all income and

                                     - 21 -

<PAGE>

     franchise taxes applicable to any Bank of the United States (all such
     non-excluded taxes, levies, imposts, deductions, charges, withholdings, and
     liabilities being hereinafter referred to as "Taxes"). If Borrower shall be
     required by Law to deduct any Taxes from or in respect of any sum payable
     hereunder or under any Note, (i) the sum payable shall be increased as may
     be necessary so that after making all required deductions (including
     deductions applicable to additional sums payable under this Section) each
     Bank receives an amount equal to the sum it would have received had no such
     deductions been made, (ii) Borrower shall make such deductions and (iii)
     Borrower shall timely pay the full amount deducted to the relevant tax
     authority or other authority in accordance with applicable Law.

               4.8.2 Stamp Taxes.

                    In addition, Borrower agrees to pay any present or future
     stamp or documentary taxes or any other excise or property taxes, charges,
     or similar levies which arise from any payment made hereunder or from the
     execution, delivery, or registration of, or otherwise with respect to, this
     Agreement or any Note (hereinafter referred to as "Other Taxes").

               4.8.3 Indemnification for Taxes Paid by a Bank.

                    Borrower shall indemnify each Bank for the full amount of
     Taxes or Other Taxes (including, without limitation, any Taxes or Other
     Taxes imposed by any jurisdiction on amounts payable under this Section
     4.8.3) paid by any Bank and any liability arising therefrom or with respect
     thereto, whether or not such Taxes or Other Taxes were correctly or legally
     asserted. This indemnification shall be made within 30 days from the date a
     Bank makes written demand therefor and shall be subject to reduction for
     any material refunds subsequently received by a Bank of Taxes or Other
     Taxes previously paid by such Bank to the extent that the Borrower has
     indemnified such Bank for the full amount thereof. Any Bank which is
     entitled to indemnity under this Section 4.8.3 by reason of Other Taxes
     paid by such Bank shall notify the Administrative Agent and endorse a
     certificate to such notice as to the specific circumstances of such notice,
     and the Administrative Agent shall promptly send copies of such notice to
     the other Banks and the Borrower.

               4.8.4 Certificate.

                    Within 30 days after the date of any payment of any Taxes by
     Borrower, Borrower shall furnish to each Bank, at its address referred to
     herein, the original or a certified copy of a receipt evidencing payment
     thereof. If no Taxes are payable in respect of any payment by Borrower,
     such Borrower shall, if so requested by a Bank, provide a certificate of an
     officer of Borrower to that effect.

               4.8.5 Survival.

                    Without prejudice to the survival of any other agreement of
     Borrower hereunder, the agreements and obligations of Borrower contained in
     Section

                                     - 22 -

<PAGE>

     4.8 shall survive the payment in full of principal and interest hereunder
     and under any instrument delivered hereunder.

          4.9  Judgment Currency.

               4.9.1 Currency Conversion Procedures for Judgments.

                    If for the purposes of obtaining judgment in any court it is
     necessary to convert a sum due hereunder or under a Note in any currency
     (the "Original Currency") into another currency (the "Other Currency"), the
     parties hereby agree, to the fullest extent permitted by Law, that the rate
     of exchange used shall be that at which in accordance with normal banking
     procedures each Bank could purchase the Original Currency with the Other
     Currency after any premium and costs of exchange on the Business Day
     preceding that on which final judgment is given.

               4.9.2 Indemnity in Certain Events.

                    The obligation of Borrower in respect of any sum due from
     Borrower to any Bank hereunder shall, notwithstanding any judgment in an
     Other Currency, whether pursuant to a judgment or otherwise, be discharged
     only to the extent that, on the Business Day following receipt by any Bank
     of any sum adjudged to be so due in such Other Currency, such Bank may in
     accordance with normal banking procedures purchase the Original Currency
     with such Other Currency. If the amount of the Original Currency so
     purchased is less than the sum originally due to such Bank in the Original
     Currency, Borrower agrees, as a separate obligation and notwithstanding any
     such judgment or payment, to indemnify such Bank against such loss.

     E.   Section 7.2.9--Subsidiaries, Partnerships and Joint Ventures.

                    Section 7.2.9--Subsidiaries, Partnerships and Joint
     Ventures--is hereby amended and restated to read as follows:

               "7.2.9 Subsidiaries, Partnerships and Joint Ventures.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, own or create directly or indirectly any Subsidiaries other
than (i) any Subsidiary which has joined this Agreement as Guarantor on the
Closing Date; (ii) any Subsidiary formed after the Closing Date which joins this
Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors],
(iii) Education Information Management Systems LLC, KCI Funding Corporation,
(iv) BearingPoint Capital, LLC, provided that the total amount of the
Investments made by the Loan Parties or their Subsidiaries in BearingPoint
Capital, LLC shall not at any time exceed $500,000, , and (v) any Foreign
Subsidiary."

     F.   Section 9-- The Administrative Agent.

          (i)  Sections 9.16 and 9.17.

                                     - 23 -

<PAGE>

          Sections 9.16 and 9.17 are hereby amended and restated to read as
     follows:

               "9.16 Availability of Funds.

               The Administrative Agent may assume that each Bank has made or
     will make the proceeds of a Loan available to the Administrative Agent in
     the applicable currency unless the Administrative Agent shall have been
     notified by such Bank on or before the later of (1) the close of Business
     on the Business Day preceding the Borrowing Date with respect to such Loan
     or two (2) hours before the time on which the Administrative Agent actually
     funds the proceeds of such Loan to the Borrower (whether using its own
     funds pursuant to this Section 9.16 or using proceeds deposited with the
     Administrative Agent by the Banks and whether such funding occurs before or
     after the time at which Banks are required to deposit the proceeds of such
     Loan with the Administrative Agent). The Administrative Agent may, in
     reliance upon such assumption (but shall not be required to), make
     available to the Borrower a corresponding amount in the applicable
     currency. If such corresponding amount is not in fact made available to the
     Administrative Agent by such Bank in the applicable currency, the
     Administrative Agent shall be entitled to recover such amount on demand
     from such Bank (or, if such Bank fails to pay such amount forthwith upon
     such demand from the Borrower) together with interest thereon, in respect
     of each day during the period commencing on the date such amount was made
     available to the Borrower and ending on the date the Administrative Agent
     recovers such amount, at a rate per annum equal to (i) the Federal Funds
     Effective Rate during the first three (3) days after such interest shall
     begin to accrue and (ii) the applicable interest rate in respect of such
     Loan after the end of such three-day period.

               9.17 Calculations.

               In the absence of gross negligence or willful misconduct, the
     Administrative Agent shall not be liable for any error in computing the
     amount payable to any Bank whether in respect of the Loans, fees or any
     other amounts due to the Banks under this Agreement. In the event an error
     in computing any amount payable to any Bank is made, the Administrative
     Agent, the Borrower and each affected Bank shall, forthwith upon discovery
     of such error, make such adjustments as shall be required to correct such
     error, and any compensation therefor will be calculated at the Federal
     Funds Effective Rate or the Overnight Rate if such computation relates to a
     Loan made in an Optional Currency.

     G.   Section 10.1--Notices.

          The following sentence is hereby added at the end of Section
          10.1[Notices]:

          "Each Bank may change its Lending Office by written notice to the
          other parties hereto."

     H.   Exhibit 7.3.3--Compliance Certificate.

                                     - 24 -

<PAGE>

               Clauses (i) and (ii) of Section 10 (A) of Exhibit
     7.3.3--Compliance Certificate are hereby amended and restated to read as
     follows:

                    "(i) the sum of all outstanding unsecured Indebtedness of
     all Subsidiaries of the Borrower, excluding any Indebtedness owed by a 100%
     Owned Subsidiary of the Borrower to any other 100% Owned Subsidiary of the
     Borrower.

                    (ii) any portion of the unsecured Indebtedness listed in
     clause (i) above which is incurred pursuant to and permitted under
     Subsections (i) through (vi) and (viii) of Section 7.2.1 of the Credit
     Agreement"

          2.   Release of BearingPoint Capital LLC.

               BearingPoint Capital LLC is hereby released as a Guarantor under
     the Credit Agreement and the other Loan Documents, provided that the Loan
     Parties and BearingPoint Capital LLC each represent and warrant and
     covenant that they are in compliance with the provisions of clause (iv) of
     Section 7.2.9 (Subsidiaries, Partnerships and Joint Ventures) as such
     Section is amended under this Third Amendment. The Administrative Agent is
     hereby authorized to execute appropriate releases or other documents on
     behalf of the Banks confirming the forgoing release.

          3.   Representations, Warranties and covenants.

               The Loan Parties hereby represent, warrant and covenant to the
Banks as follows:

               (a) The representations and warranties of Loan Parties contained
in the Credit Agreement are true and correct on and as of the date hereof with
the same force and effect as though made by the Loan Parties on such date,
except to the extent that any such representation or warranty expressly relates
solely to a previous date in which case such representations and warranties are
true and correct as of such date; and

               (b) The Loan Parties are in compliance with all terms,
conditions, provisions, and covenants contained in the Credit Agreement; and the
execution, delivery, and performance of this

               Third Amendment have been duly authorized by all necessary
corporate action, require no governmental approval, and will not contravene,
conflict with, nor result in the breach of any law, charter, articles, or
certificate of incorporation, bylaws, or agreement governing or binding upon the
Loan Parties or any of their property; and no Event of Default or Potential
Default has occurred and is continuing or would result from the making of this
Third Amendment.

          4.   Conditions to Effectiveness.

               This Third Amendment shall be effective upon completion of the
following conditions precedent:

                                     - 25 -

<PAGE>

               (i) Execution. The Banks, the Administrative Agent, the Borrower
and the other Loan Parties shall have executed and delivered to the
Administrative Agent signature pages hereto by counterpart or otherwise.

               (ii) Opinion. Counsel for the Loan Parties shall have delivered
an opinion confirming the authorization, execution, delivery and enforceability
of this Amendment by or against the Loan Parties.

          5.   Amendment.

               Any reference to the Credit Agreement or other Loan Documents in
any document, instrument, or agreement shall hereafter mean and include the
Credit Agreement or such Loan Document, including exhibits thereto, as amended
hereby. In the event of any irreconcilable inconsistency between the terms or
provisions hereof and the terms or provisions of the Credit Agreement or such
Loan Document, including such exhibits, the terms and provisions hereof shall
control.

          6.   Force and Effect.

               The Loan Parties reconfirm, restate, and ratify the Credit
Agreement and all other documents executed in connection therewith and the Loan
Parties confirm that all such documents have remained in full force and effect
since the date of their execution except to the extent that the Credit Agreement
is expressly modified by this Third Amendment.

          7.   Governing Law.

               This Third Amendment shall be deemed to be a contract under the
laws of the State of New York and for all purposes shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York without regard to its conflict of laws principles.

          8.   Counterparts.

               This Third Amendment may be signed in any number of counterparts
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

                                     - 26 -

<PAGE>

        [SIGNATURE PAGE 1 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

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

                                    BORROWER:

                                    BEARINGPOINT, INC. (formerly known as
                                    KPMG Consulting, Inc.)


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    GUARANTORS:

                                    BEARINGPOINT, LLC


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT ISRAEL, LLC


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    SOFTLINE ACQUISITION CORP.


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT GLOBAL OPERATIONS, INC.


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer

<PAGE>

        [SIGNATURE PAGE 2 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    SOFTLINE CONSULTING & INTEGRATORS, INC.


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: /s/ Patrick H. Kinzler
                                        Title: Treasurer


                                    I2 MIDATLANTIC LLC


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: /s/ Patrick H. Kinzler
                                        Title: Treasurer


                                    I2 NORTHWEST LLC


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: /s/ Patrick H. Kinzler
                                        Title: Treasurer


                                    OAD ACQUISITION CORP.


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: /s/ Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT TECHNOLOGY PROCUREMENT
                                    SERVICES, LLC


                                    By: /s/ Patrick H. Kinzler            (SEAL)
                                        ----------------------------------
                                        Name: /s/ Patrick H. Kinzler
                                        Title: Treasurer

<PAGE>

        [SIGNATURE PAGE 3 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    OAD GROUP, INC.


                                    By:    /s/ Patrick H. Kinzler         (SEAL)
                                        ----------------------------------
                                        Name:  Patrick Kinzler
                                        Title: Treasurer


                                    METRIUS, INC.


                                    By:    /s/ Patrick H. Kinzler         (SEAL)
                                        ----------------------------------
                                        Name:  Patrick H. Kinzler
                                        Title: Treasurer


                                    PEATMARWICK, INC.


                                    By:    /s/ Patrick H. Kinzler         (SEAL)
                                        ----------------------------------
                                        Name:  Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT ENTERPRISE HOLDINGS, LLC


                                    By:    /s/ Patrick H. Kinzler         (SEAL)
                                        ----------------------------------
                                        Name:  Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT GLOBAL DE, LLC


                                    By:    /s/ Patrick H. Kinzler         (SEAL)
                                        ----------------------------------
                                        Name:  Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT INTERNATIONAL, INC.


                                    By:    /s/ Patrick H. Kinzler         (SEAL)
                                        ----------------------------------
                                        Name:  Patrick H. Kinzler
                                        Title: Treasurer

<PAGE>

        [SIGNATURE PAGE 4 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    BEARINGPOINT SOUTH PACIFIC, LLC


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT AMERICAS, INC.


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT BG, LLC


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    PELOTON HOLDINGS, L.L.C.


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer

<PAGE>

        [SIGNATURE PAGE 5 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    BEARINGPOINT EUROPEAN HOLDINGS, LLC


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT SOUTHEAST ASIA, LLC


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT RUSSIA, LLC


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT USA, INC.


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT PUERTO RICO, LLC


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT INTERNATIONAL I, INC.


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer


                                    BEARINGPOINT INTERNATIONAL II, INC.


                                    By:  /s/ Patrick H. Kinzler           (SEAL)
                                        ----------------------------------
                                        Name: Patrick H. Kinzler
                                        Title: Treasurer

<PAGE>

        [SIGNATURE PAGE 6 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    PNC BANK, NATIONAL ASSOCIATION,
                                    individually and as Administrative Agent


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 7 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    JPMORGAN CHASE BANK
                                    individually and as Documentation Agent


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 8 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    BARCLAYS BANK PLC, individually and as
                                    Syndication Agent


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 9 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    SOCIETE GENERALE


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 10 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    SUNTRUST BANK, individually and as
                                    the Co-Agent


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 11 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    BANK OF AMERICA, N.A., individually and as
                                    Documentation Agent


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 12 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    THE NORTHERN TRUST COMPANY


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 13 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    WESTPAC BANKING CORPORATION


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 14 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    MELLON BANK, N.A.


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from  address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

<PAGE>

        [SIGNATURE PAGE 15 OF 15 TO THIRD AMENDMENT TO CREDIT AGREEMENT]

                                    CITIBANK, N.A., individually and as
                                    Documentation Agent


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

                                    Address of Lending Office (List address of
                                    lending office below if such address is
                                    different from address for notices on
                                    Schedule 1.1(B).):

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

                                    --------------------------------------------
                                    Attention:
                                              ----------------------------------
                                    Telephone: (__)    -
                                                    --- ------------------------
                                    Telecopy: (__)    -
                                                   --- -------------------------

                               SCHEDULE 1.1(A) - 1

<PAGE>

                                  EXHIBIT 2.4.1
                             REVOLVING LOAN REQUEST

                                [to be attached]