<PAGE>
37

                                  EXHIBIT 10.23

                                EATON VANCE CORP.


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



                                CREDIT AGREEMENT


                                   dated as of


                                December 21, 2001


                                      among


                             EATON VANCE MANAGEMENT,
                                   as Borrower


                            The Lenders Party Hereto,


                               CITICORP USA, INC.,
                              as Syndication Agent,


                CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH,
                               FLEET NATIONAL BANK
                                       and
                            UBS AG, STAMFORD BRANCH,
                             as Documentation Agents


                                       and


                              JPMORGAN CHASE BANK,
                             as Administrative Agent


                     $170,000,000 REVOLVING CREDIT FACILITY

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



                          J.P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Sole Bookrunner
<PAGE>
38

                                TABLE OF CONTENTS
                                                                           PAGE

ARTICLE I     Definitions................................................     1
    SECTION 1.01. Defined Terms..........................................     1
    SECTION 1.02. Classification of Loans and Borrowings.................    14
    SECTION 1.03. Terms Generally........................................    14
    SECTION 1.04. Accounting Terms; GAAP.................................    14

ARTICLE II    The Credits................................................    15
    SECTION 2.01. Commitments............................................    15
    SECTION 2.02. Loans and Borrowings...................................    15
    SECTION 2.03. Requests for Borrowings................................    15
    SECTION 2.04. Funding of Borrowings..................................    16
    SECTION 2.05. Interest Elections.....................................    17
    SECTION 2.06. Termination and Reduction of Commitments...............    18
    SECTION 2.07. Repayment of Loans; Evidence of Debt...................    18
    SECTION 2.08. Prepayment of Loans....................................    19
    SECTION 2.09. Fees ..................................................    19
    SECTION 2.10. Interest...............................................    20
    SECTION 2.11. Alternate Rate of Interest.............................    21
    SECTION 2.12. Increased Costs........................................    21
    SECTION 2.13. Break Funding Payments.................................    22
    SECTION 2.14. Taxes .................................................    23
    SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of
                  Set-offs...............................................    24
    SECTION 2.16. Mitigation Obligations; Replacement of Lenders.........    25
    SECTION 2.17. New Lenders; Commitment Increases......................    26

ARTICLE III   Representations and Warranties.............................    26
    SECTION 3.01. Organization; Powers...................................    27
    SECTION 3.02. Authorization; Enforceability..........................    27
    SECTION 3.03. Governmental Approvals; No Conflicts...................    27
    SECTION 3.04. Financial Condition; No Material Adverse Effect........    27
    SECTION 3.05. Properties.............................................    27
    SECTION 3.06. Litigation and Environmental Matters...................    28
    SECTION 3.07. Compliance with Laws and Agreements....................    28
    SECTION 3.08. Investment and Holding Company Status..................    28
    SECTION 3.09. Taxes .................................................    29
    SECTION 3.10. ERISA .................................................    29
    SECTION 3.11. Disclosure.............................................    29
    SECTION 3.12. No Default.............................................    29
    SECTION 3.13. Subsidiaries...........................................    30
    SECTION 3.14. Federal Regulations....................................    30
    SECTION 3.15. No Burdensome Restrictions.............................    30

ARTICLE IV    Conditions.................................................    30
    SECTION 4.01. Effective Date.........................................    30
    SECTION 4.02. Each Credit Event......................................    31

ARTICLE V     Affirmative Covenants......................................    32
    SECTION 5.01. Financial Statements and Other Information.............    32
    SECTION 5.02. Notices of Material Events.............................    33
    SECTION 5.03. Existence; Conduct of Business.........................    34
    SECTION 5.04. Payment of Obligations.................................    34
    SECTION 5.05. Maintenance of Properties; Insurance...................    34
    SECTION 5.06. Books and Records; Inspection Rights...................    34
    SECTION 5.07. Compliance with Laws...................................    34
    SECTION 5.08. Use of Proceeds........................................    34
    SECTION 5.09. Environmental Laws.....................................    35
<PAGE>
39

ARTICLE VI    Negative Covenants.........................................    35
    SECTION 6.01. Financial Condition Covenants..........................    35
    SECTION 6.02. Indebtedness...........................................    35
    SECTION 6.03. Liens .................................................    36
    SECTION 6.04. Fundamental Changes....................................    37
    SECTION 6.05. Investments, Loans, Advances, Guarantees and
                  Acquisitions; Hedging Agreements.......................    37
    SECTION 6.06. Restricted Payments....................................    39
    SECTION 6.07. Transactions with Affiliates...........................    39
    SECTION 6.08. Changes in Fiscal Periods..............................    39
    SECTION 6.09. Limitation on Sale of Assets...........................    39

ARTICLE VII   Events of Default..........................................    39

ARTICLE VIII  The Administrative Agent...................................    41

ARTICLE IX    Miscellaneous..............................................    43
    SECTION 9.01. Notices................................................    43
    SECTION 9.02. Waivers; Amendments....................................    44
    SECTION 9.03. Expenses; Indemnity; Damage Waiver.....................    44
    SECTION 9.04. Successors and Assigns.................................    46
    SECTION 9.05. Survival...............................................    48
    SECTION 9.06. Counterparts; Integration; Effectiveness...............    48
    SECTION 9.07. Severability...........................................    48
    SECTION 9.08. Right of Setoff........................................    48
    SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
                  Process................................................    49
    SECTION 9.10. WAIVER OF JURY TRIAL...................................    49
    SECTION 9.11. Headings...............................................    50
    SECTION 9.12. Confidentiality........................................    50
    SECTION 9.13. Interest Rate Limitation...............................    50

ANNEXES
Annex A -- Pricing Grid
SCHEDULES:
Schedule 2.01 -- Commitments
Schedule 3.06 -- Disclosed Matters
Schedule 3.13 -- Subsidiaries
Schedule 6.02 -- Existing Indebtedness
Schedule 6.03 -- Existing Liens


EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Borrowing Request
Exhibit C -- Form of Interest Election Request
Exhibit D -- Form of Opinion of Borrower's Counsel
<PAGE>
40

         CREDIT AGREEMENT dated as of December 21, 2001, among EATON VANCE
MANAGEMENT (the "Borrower"), the LENDERS party hereto, CITICORP USA, INC., as
Syndication Agent, CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH, FLEET
NATIONAL BANK and UBS AG, STAMFORD BRANCH, as Documentation Agents and JPMORGAN
CHASE BANK, as Administrative Agent.


                              W I T N E S S E T H :
                              - - - - - - - - - -

         The parties hereto agree as follows:


                                   ARTICLE I

                                   Definitions

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

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

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

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

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

         "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified; provided,
however, that the Borrower shall not be deemed an Affiliate of any Subsidiary
and no Subsidiary shall be deemed an Affiliate of Borrower.

         "Aggregate Revenue Base" means the sum of Revenue Bases for all Eaton
Vance Funds and for all other assets managed by the Borrower or any Subsidiary
of the Borrower for other entities.

         "Agreement" means this Credit Agreement, as amended, supplemented or
otherwise modified from time to time.

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

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

         "Applicable Margin" means, for any day, with respect to any ABR Loan or
Eurodollar Loan, the applicable percentage determined pursuant to the Pricing
Grid attached hereto as Annex A.
<PAGE>
41

         "Applicable Utilization Fee Rate" means, for any day, the applicable
rate per annum determined pursuant to the Pricing Grid attached hereto as Annex
A.

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

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

         "Availability Period" means the period from and including the Effective
Date to but excluding the Termination Date.

         "B Shares" has the meaning assigned to such term in the definition of
"Distribution Fees" in this Section 1.01.

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

         "Borrower" means Eaton Vance Management, a Massachusetts business
trust.

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

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

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

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

         "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

         "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) of shares
representing more than 51% of the aggregate ordinary voting power represented by
the issued and outstanding Capital Stock of the Borrower; or (b) the acquisition
of direct or indirect Control of the Borrower by any Person or group; but
excluding from any of the foregoing the Borrower, Eaton Vance Corp. or any
subsidiary of Eaton Vance Corp. whether now existing or hereafter created.
<PAGE>
42

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority as
evidenced in writing by any publication of such Governmental Authority after the
date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section 2.12(b), by any lending office of such Lender or by such Lender's
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

         "Closing Date" means the date on which the conditions precedent set
forth in Section 4.01 shall have been satisfied or waived in accordance with
Section 9.02, which date is December 21, 2001.

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

         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Loans hereunder, expressed as an amount representing the maximum
aggregate outstanding principal amount of such Lender's Loans hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.06, (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04 and (c) increased from time to time pursuant to
Section 2.17. The initial amount of each Lender's Commitment is set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Commitment, as applicable, and the initial aggregate
amount of the Commitments of the Lenders (as set forth on Schedule 2.01) is
$170,000,000.

         "Commitment Utilization Percentage" means on any day the percentage
equivalent of a fraction (a) the numerator of which is the sum of the aggregate
outstanding principal amount of Loans and (b) the denominator of which is the
aggregate amount of the Commitments (or, on any day after termination of the
Commitments, the aggregate amount of the Commitments in effect immediately
preceding such termination).

         "Confidential Information Memorandum" means the Confidential
Information Memorandum dated October 2001 and furnished to the Lenders.

         "Consolidated Cash Flow" means, for any period of four consecutive
fiscal quarters, the average of (i) Consolidated EBITDA for the last fiscal
quarter in such period multiplied by four and (ii) the aggregate sum of
Consolidated EBITDA for such period.
<PAGE>
43
         "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the sum
of (a) income tax expense, (b) interest expense, amortization or writeoff of
debt discount and debt issuance costs and commissions, discounts and other fees
and charges associated with Indebtedness (including the Loans), (c) depreciation
and amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs, and (e) any extraordinary, unusual
or non-recurring non-cash expenses or losses (including, whether or not
otherwise includable as a separate item in the statement of such Consolidated
Net Income for such period, non-cash losses on sales of assets outside of the
ordinary course of business). For the purposes of calculating Consolidated
EBITDA for any period of four consecutive fiscal quarters (each, a "Reference
Period") pursuant to any determination of the Consolidated Leverage Ratio, (i)
if at any time during such Reference Period the Borrower or any Subsidiary shall
have made any Material Disposition, the Consolidated EBITDA for such Reference
Period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the property that is the subject of such Material
Disposition for such Reference Period or increased by an amount equal to the
Consolidated EBITDA (if negative) attributable thereto for such Reference Period
and (ii) if during such Reference Period the Borrower or any Subsidiary shall
have made a Material Acquisition, Consolidated EBITDA for such Reference Period
shall be calculated after giving pro forma effect thereto as if such Material
Acquisition occurred on the first day of such Reference Period. As used in this
definition, "Material Acquisition" means any acquisition of property or series
of related acquisitions of property that (a) constitutes assets comprising all
or substantially all of an operating unit of a business or constitutes all or
substantially all of the common stock of a Person and (b) involves the payment
of cash consideration by the Borrower and its Subsidiaries in excess of
$5,000,000; and "Material Disposition" means any Disposition of property or
series of related Dispositions of property that yields gross cash proceeds to
the Borrower or any of its Subsidiaries in excess of $5,000,000.

         "Consolidated Funded Debt" means, at any date, the aggregate principal
amount of all Indebtedness of the Borrower and its Subsidiaries at such date,
determined on a consolidated basis in accordance with GAAP.

         "Consolidated Interest Coverage Ratio" means, for any period, the ratio
of (a) Consolidated Cash Flow for such period to (b) Consolidated Interest
Expense for such period.

         "Consolidated Interest Expense" means, for any period, interest expense
(including that attributable to Capital Lease Obligations) of the Borrower and
its Subsidiaries for such period with respect to all outstanding Indebtedness of
the Borrower and its Subsidiaries (including all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Hedging Agreements in respect of
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP).

         "Consolidated Leverage Ratio" means, as at the last day of any period
of four consecutive fiscal quarters, the ratio of (a) Consolidated Funded Debt
on such day to (b) Consolidated Cash Flow for such period.

         "Consolidated Net Income" means, for any period, the consolidated net
income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of the Borrower or is merged into or consolidated with the
Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary of the Borrower) in which the Borrower or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Borrower to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation or Requirement of Law
applicable to such Subsidiary.
<PAGE>
44

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

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

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

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

         "Distribution Fees" means all fees payable pursuant to a plan
contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended,
in connection with the distribution of shares pursuant to such plan of Eaton
Vance Funds that are open-end funds (any such shares, "B Shares").

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

         "Eaton Vance Fund" means any closed-end or open-end or other mutual
fund or any collateralized debt obligation sponsored by the Borrower or any of
its Subsidiaries or any fund for which the Borrower or any of its Subsidiaries
provides investment advisory, management, administrative, underwriting or
similar services.

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

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

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

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

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.
<PAGE>
45

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

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

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

         "Excess Utilization Day" means each day on which the Commitment
Utilization Percentage exceeds the applicable percentage set forth in Section
2.09(b).

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.16(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
or is attributable to such Foreign Lender's failure or inability to comply with
Section 2.14(e), except to the extent that such Foreign Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
the Borrower with respect to such withholding tax pursuant to Section 2.14(a).

         "Exposure" means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender's Loans at such time.

         "Facility Fee Rate" has the meaning set forth in Annex A.

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

         "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.
<PAGE>
46

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

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

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

         "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body (including
self-regulatory body), court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government, including, in any event, the Securities and
Exchange Commission and any applicable state securities commission or similar
body.

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

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

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

         "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding accounts
payable incurred in the ordinary course of business that are not more than 90
days past due), (f) all Indebtedness of others secured by any Lien on property
owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of
others, (h) all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (j) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances and (k) for
purposes of Article VII(f) and (g) only, net liabilities of such Person under
Hedging Agreements.
<PAGE>
47

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Interest Election Request" means a request by the Borrower to convert
or continue a Borrowing in accordance with Section 2.05.

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

         "Interest Period" means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three, six or (if
available to all Lenders) twelve months thereafter, as the Borrower may elect,
and; provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period, and
(iii) any Interest Period that would otherwise extend beyond the Termination
Date shall end on the Termination Date or such date of final payment, as the
case may be. For purposes hereof, the date of a Borrowing initially shall be the
date on which such Borrowing is made and, in the case of a Borrowing, thereafter
shall be the effective date of the most recent conversion or continuation of
such Borrowing.

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

         "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Screen (or on
any successor or substitute page of such Screen, or any successor to or
substitute for such Screen, providing rate quotations comparable to those
currently provided on such page of such Screen, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

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

         "Loans" means the loans made by the Lenders to the Borrower pursuant to
this Agreement.
<PAGE>
48

         "Management Contract" means an agreement, written or oral, pursuant to
which the Borrower or any Subsidiary of the Borrower provides (i) investment
advisory, management or administrative services to an Eaton Vance Fund or (ii)
investment advisory or management services to any Person, including, without
limitation, unregistered investment companies and personal or corporate
investment accounts.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, property, operating results, or condition, financial or
otherwise, of the Borrower and its Subsidiaries taken as a whole, or (b) the
validity or enforceability of this Agreement or the rights or remedies of the
Administrative Agent or the Lenders hereunder.

         "Material Indebtedness" means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of any one or more of
the Borrower and its Subsidiaries in an aggregate principal amount exceeding
$10,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of the Borrower or any Subsidiary in respect of any
Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or such Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time.

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

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

         "Net Asset Value" means, at any date of determination and with respect
to any investment company or account manager, the "current net asset" value (as
defined in Rule 2a-4 under the Investment Company Act of 1940), in the
aggregate, of all outstanding redeemable securities issued by such investment
company at such date.

         "New Lender" has the meaning set forth in Section 2.17(a).

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

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

         "Permitted Acquisition" means an acquisition of a Person, or the assets
of a Person or a line of business of a Person (whether by the merger,
consolidation or acquisition of Capital Stock or other equity interests, assets
or any combination thereof) in the same or a related line of business as the
Borrower, provided that after giving effect to such acquisition (a) no Default
or Event of Default shall have occurred and be continuing, (b) the Borrower
shall be in compliance, on a pro forma basis, as of the end of the most recent
fiscal quarter of the Borrower with the provisions of Section 6.01, and (c) in
the case of an acquisition involving aggregate consideration comprised of cash
and any assumed liabilities on the closing date of such acquisition equal to
$50,000,000 or more, at least three Business Days prior to the date of such
acquisition, the Borrower shall have furnished to the Administrative Agent and
the Lenders a compliance certificate to the effect of clauses (a) and (b)
showing in reasonable detail the calculations supporting the determination of
compliance, on such a pro forma basis, with such provisions.

         "Permitted Encumbrances" means:

         (a) Liens imposed by law for taxes that are not yet due or are being
    contested in compliance with Section 5.04;
<PAGE>
49

         (b) Carriers', warehousemen's, mechanics', materialmen's, repairmen's
    and other like Liens imposed by law, arising in the ordinary course of
    business and securing obligations that are not overdue by more than 60 days
    or are being contested in compliance with Section 5.04;

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

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

         (e) easements, zoning restrictions, rights-of-way and similar
    encumbrances on real property imposed by law or arising in the ordinary
    course of business that do not secure any monetary obligations and do not
    materially detract from the value of the affected property or interfere with
    the ordinary conduct of business of the Borrower or any Subsidiary; and

         (f) judgment Liens in respect of judgments rendered against the
    Borrower, any Subsidiary of the Borrower or any combination thereof (i) that
    represent wholly insured Indebtedness, or partially insured or wholly
    uninsured Indebtedness so long as the aggregate uninsured Indebtedness do
    not exceed $10,000,000; or (ii) that are not in effect for more than 75
    days; or (iii) that attach to an immaterial portion of the assets of the
    applicable Person; or (iv) that individually or in the aggregate could not
    reasonably be expected to have a Material Adverse Effect.

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

         "Permitted Liens" has the meaning set forth in Section 6.03.

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

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

         "Pricing Grid" means the Pricing Grid attached hereto as Annex A.

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

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

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

         "Required Lenders" means Lenders having Exposures and unused
Commitments representing at least 51% of the sum of the total Exposures and
unused Commitments at such time.
<PAGE>
50

         "Requirement of Law" means, as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

         "Restricted Payment" means (i) any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of Capital Stock of the Borrower or any Subsidiary, or (ii) any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, for (a) the purchase, redemption, retirement,
acquisition, cancellation or termination of any shares of the Borrower's Capital
Stock or (b) any option, warrant or other right to acquire any shares of the
Borrower's Capital Stock.

         "Revenue Base" means the sum of (A) the product of (i) with respect to
each Eaton Vance Fund, the Net Asset Value of the Eaton Vance Fund on the date
of calculation and with respect to assets managed for other entities, the market
value or Net Asset Value of such assets on the date of calculation and (ii) the
rate provided for in the applicable Management Contract for determining the
annual fee required for such advisory, management or administrative services on
such date and (B) Distribution Fees for such Eaton Vance Fund.

         "S&P" means Standard & Poor's, a division of the McGraw Hill Companies.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board or other Governmental Authority to which the
Administrative Agent is subject with respect to the Adjusted LIBO Rate. Such
reserve percentages shall include those imposed pursuant to Regulation D of the
Board. Eurodollar Loans shall be deemed to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

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

         "Subsidiary" means any subsidiary of the Borrower except that no
open-end or closed-end or other type of fund that has been seeded with a cash
investment by the Borrower or any Subsidiary, the Capital Stock in which is
intended to be syndicated as such in a private or public offering, shall be
deemed to be a "Subsidiary" hereunder.

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

         "Termination Date" means December 21, 2004 or such earlier date as the
Commitments shall terminate pursuant to the terms hereof (or, if such day is not
a Business Day, the next preceding Business Day).
<PAGE>
51

         "Transactions" means the execution, delivery and performance by the
Borrower of this Agreement, the borrowing of Loans and the use of the proceeds
thereof.

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

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

         "Zero-Coupon Notes" means the Borrower's $314,000,000 aggregate
principal amount at maturity zero-coupon exchangeable senior Liquid Yield Option
Notes due 2031 issued pursuant to that certain Purchase Agreement dated August
7, 2001, as amended or modified from time to time.

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

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

         SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.
<PAGE>
52

                                   ARTICLE II

                                   The Credits

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

         SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part
of a Borrowing consisting of Loans made by the Lenders ratably in accordance
with their respective Commitments. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

         (b) Subject to Section 2.11, each Borrowing shall be comprised entirely
of ABR Loans or Eurodollar Loans as the Borrower may request in accordance
herewith. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.

         (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000; provided that an
ABR Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments. Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of ten (10) Eurodollar Borrowings outstanding.

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

         SECTION 2.03. Requests for Borrowings. To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone
prior to 10:00 a.m., New York City time (a) three Business Days before the date
of the proposed Borrowing in the case of a Eurodollar Borrowing or (b) one
Business Day before the date of the proposed Borrowing in the case of an ABR
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request signed by the Chief Accounting Officer (or any
successor position thereof), the Treasurer or the Chief Financial Officer, in
the form of Exhibit B attached hereto or such other form as may be approved by
the Administrative Agent, which Borrowing Request shall be signed by the
Borrower. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.02:

         (i) the aggregate amount of the requested Borrowing;

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

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

         (iv) in the case of a Eurodollar Borrowing, the initial Interest Period
    to be applicable thereto, which shall be a period contemplated by the
    definition of the term "Interest Period"; and
<PAGE>
53

         (v) the location and number of the Borrower's account to which funds
    are to be disbursed, which shall comply with the requirements of Section
    2.04.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

         SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the Borrowing Request.

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

         SECTION 2.05. Interest Elections. (a) Each Borrowing initially shall be
of the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a
Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.

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

         (c) Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02:
<PAGE>
54

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

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

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

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

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

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

         (e) If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be continued as a
Eurodollar Borrowing with an Interest Period of one month. Notwithstanding any
contrary provision hereof, (a) if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required Lenders,
so notifies the Borrower, then, so long as an Event of Default is continuing
unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto, and (b) no Loan may be
converted into or continued as a Eurodollar Borrowing after the date that is one
month prior to the Termination Date.

         SECTION 2.06. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Termination Date.

         (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $5,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.08, the sum of the Exposures would exceed the total
Commitments.

         (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable; provided that a notice of termination of
the Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent.
Each reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.
<PAGE>
55

         SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Loan on the
Termination Date (or such earlier date on which the Loans become due and payable
pursuant to Article VII).

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

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

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

         (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

         SECTION 2.08. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (b) of this Section.

         (b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.06, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.06. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.10.
<PAGE>
56

         SECTION 2.09. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Facility Fee Rate on the daily amount of the Commitment of such
Lender (whether used or unused), during the period from and including the
Closing Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any outstanding Loans after its
Commitment terminates, then such facility fee shall continue to accrue on the
daily amount of such Lender's outstanding Loans from and including the date on
which its Commitment terminates to but excluding the date on which such Lender
ceases to have any outstanding Loans. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; provided that any facility fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All facility fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

         (b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a utilization fee equal to the Applicable Utilization Fee
Rate per annum for each day on which the Commitment Utilization Percentage
exceeds 50%, which fee shall accrue on the daily amount of such Lender's
outstanding Loans for each Excess Utilization Day during the period from and
including the day on which the Commitment Utilization Percentage exceeds 50% to
but excluding the day on which the Commitment Utilization Percentage no longer
exceeds 50%. Accrued utilization fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on which
the Commitments terminate, commencing on the first such date to occur after the
date hereof; provided that any utilization fees accruing after the date on which
the Commitments terminate shall be payable on demand. All utilization fees shall
be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).

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

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

         SECTION 2.10. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Margin.

         (b) The Loans comprising each Eurodollar Borrowing shall bear interest
at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in
effect for such Borrowing plus the Applicable Margin.

         (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans as provided above.
<PAGE>
57

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

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

         SECTION 2.11. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

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

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

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders, which notice shall state the circumstances giving rise to such notice,
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

         SECTION 2.12. Increased Costs. (a) If any Change in Law shall:

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

         (ii) impose on any Lender or the London interbank market any other
    condition affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or to
reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or otherwise), then the Borrower will pay to
such Lender such additional amount or amounts as will compensate such Lender for
such additional costs incurred or reduction suffered.
<PAGE>
58

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

         (c) A certificate of a Lender setting forth the amount or amounts,
together with a full explanation of the increased costs, the Change in Law
giving rise thereto and the calculation of such amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section and further stating that such Lender is
requiring corresponding payments from other similarly situated borrowers
generally, shall be delivered to the Borrower and shall be presumptively
correct. The Borrower shall pay such Lender the amount so due on any such
certificate within 10 Business Days after receipt thereof and a full description
and calculation of such amount or amounts.

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

         SECTION 2.13. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice is permitted to be revocable
under Section 2.08(b) and is revoked in accordance herewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.16, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event; provided that any
such event is not attributable to the failure of any Lender to fund a Loan. In
the case of a Eurodollar Loan, the loss to any Lender attributable to any such
event shall be deemed to include an amount determined by such Lender to be equal
to the excess, if any, of (i) the amount of interest that such Lender would pay
for a deposit equal to the principal amount of such Loan for the period from the
date of such payment, conversion, failure or assignment to the last day of the
then current Interest Period for such Loan (or, in the case of a failure to
borrow, convert or continue, the duration of the Interest Period that would have
resulted from such borrowing, conversion or continuation) if the interest rate
payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a
Eurodollar Loan) for such Interest Period, over (ii) the amount of interest that
such Lender would earn on such principal amount for such period if such Lender
were to invest such principal amount for such period at the interest rate that
would be bid by such Lender (or an affiliate of such Lender) for dollar deposits
from other banks in the eurodollar market at the commencement of such period. A
certificate of any Lender setting forth any amount or amounts, together with a
full explanation of the losses, costs, and expenses incurred, the events giving
rise thereto and the calculation of such amount or amounts that such Lender is
entitled to receive pursuant to this Section, shall be delivered to the Borrower
and shall be presumptively correct. The Borrower shall pay such Lender the
amount so due on any such certificate within 10 Business Days after receipt
thereof.
<PAGE>
59

         SECTION 2.14. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

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

         (c) The Borrower shall indemnify the Administrative Agent and each
Lender within 10 Business Days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by the Administrative Agent or such Lender, as the case may be,
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be presumptively correct. To the extent the
Administrative Agent or any Lender receives a refund or credit on account of any
Indemnified Tax or Other Tax reimbursed by the Borrower or as a result of
contesting any Indemnified Tax or Other Tax pursuant to this Section, the
Administrative Agent or such Lender, as the case may be, shall promptly pay over
the amount of such refund or credit to the Borrower.

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

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate.
<PAGE>
60

         SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees, or under Section 2.12, 2.13 or
2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent, c/o The Loan and Agency Services
Group at the address set forth in Section 9.01, except that payments pursuant to
Sections 2.12, 2.13, 2.14 and 9.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

         (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, to pay principal then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such
parties.

         (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

         (d) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective Rate.
<PAGE>
61

         (e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.04(b) or 2.15(d), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

         SECTION 2.16. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.12, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.14, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

         (b) If any Lender requests compensation under Section 2.12, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.14,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section 2.12 or payments required to be made pursuant to Section 2.14, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

         SECTION 2.17. New Lenders; Commitment Increases. (a) With the consent
of the Borrower and the Administrative Agent (which, in the case of the
Administrative Agent, shall not be unreasonably withheld), (i) one or more
additional banks or other financial institutions or other institutional investor
may become a party to this Agreement by executing a supplement hereto, in form
and substance satisfactory to such bank, financial institution or institutional
investor, the Borrower and the Administrative Agent, whereupon such bank,
financial institution or institutional investor (a "New Lender") shall become a
Lender for all purposes hereof and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this Agreement, and
Schedule 2.01 hereto shall be deemed to be amended to add the name, address and
Commitment of such New Lender and (ii) any Lender may increase the amount of its
Commitment by executing a supplement hereto, in form and substance satisfactory
to such Lender, the Borrower and the Administrative Agent, whereupon such Lender
shall be bound by and entitled to the benefits of this Agreement with respect to
the full amount of its Commitment as so increased, and Schedule 2.01 hereto
shall be deemed to be amended to reflect such increase in the Commitment of such
Lender. In no event may the aggregate Commitments be increased above
$200,000,000 pursuant to any supplement described in this Section 2.17(a).
<PAGE>
62

         (b) If on the date upon which a bank or other financial institution or
institutional investor becomes a New Lender or upon which a Lender's Commitment
is changed pursuant to Section 2.17(a), any Loans are then outstanding, the
Administrative Agent will consult with the Borrower with the objective of
minimizing the costs to the Borrower, and may (A) require that the Borrower
prepay and reborrow any outstanding Loans in connection therewith if it
determines such action to be desirable to facilitate administration under this
Agreement in such amount and with such Interest Period such that, after giving
effect thereto, the quotient of (x) the Loan of such Lender of each Type and, in
the case of Eurodollar Loans, with each Interest Period and (y) such Lender's
Commitment is equal to the corresponding comparable quotient of each other
Lender and (B) with the consent of such Lender permit the Borrower to select an
initial Interest Period with respect to the initial Loans made by such Lender
having a duration other than one, two, three, or six months if the
Administrative Agent determines such action to be desirable to facilitate
administration of the Loans under this Agreement. Any Eurodollar Borrowing
borrowed pursuant to the preceding sentence shall bear interest at a rate equal
to the respective interest rates then applicable to the Eurodollar Loans of the
other Lenders or such other rate as may be agreed upon by the Borrower and such
Lender.

                                  ARTICLE III

                         Representations and Warranties

         The Borrower represents and warrants to the Lenders that:

         SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

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

         SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made or will have been obtained or made by the Closing Date and are
in full force and effect, (b) will not violate in any material respect any
applicable law or regulation, (c) will not violate the charter, by-laws or other
organizational documents of the Borrower or any of its Subsidiaries or any order
of any Governmental Authority, (d) will not violate or result in a default under
any material indenture, agreement or other instrument binding upon the Borrower
or any of its Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by the Borrower or any of its Subsidiaries, and
(e) will not result in the creation or imposition of any material Lien on any
asset of the Borrower or any of its Subsidiaries.
<PAGE>
63

         SECTION 3.04. Financial Condition; No Material Adverse Effect. (a) The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, beneficial interests and cash flows (i) as of and for
the fiscal years ended 1998, 1999 and 2000, reported on by Deloitte & Touche
LLP, independent public accountants, and (ii) as of and for the fiscal quarters
and the portion of the fiscal year ended January 31, 2001, April 30, 2001 and
July 31, 2001, certified by its principal accounting officer. Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) above. The Borrower and its
Subsidiaries do not have any material Guarantees, contingent liabilities and
liabilities for taxes, or any long-term leases or unusual forward or long-term
commitments, including any interest rate or foreign currency swap or exchange
transaction or other obligation in respect of derivatives, that are not
reflected in the most recent financial statements referred to in this paragraph.

         (b) Since October 31, 2000, there has been no event, development or
circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.

         SECTION 3.05. Properties. (a) Each of the Borrower and its Subsidiaries
has good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for any defects in title that do not
interfere with its ability to conduct business as now conducted or to use such
properties for their intended purposes and none of such property is subject to
any Lien except as permitted by Section 6.03.

         (b) Each of the Borrower and its Subsidiaries owns, or is licensed to
use, all material trademarks, tradenames, copyrights, patents and other
intellectual property necessary for the conduct of their respective businesses
as now conducted, subject to such limitations on the use thereof, or the rights
to use same, that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

         SECTION 3.06. Litigation and Environmental Matters. (a) Except for the
Disclosed Matters, there are no actions, suits or proceedings, or, to the
knowledge of the Borrower, investigations, by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that,
if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect or (ii) that relate
specifically to this Agreement or the Transactions.

         (b) Except with respect to any matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, to the Borrower's knowledge neither the Borrower nor any of its
Subsidiaries (i) has failed to comply in any material respect with any
Environmental Law or to obtain, maintain or comply with any material permit,
license or other approval required under any Environmental Law, (ii) has become
subject to any material Environmental Liability, (iii) has received notice of
any claim with respect to any material Environmental Liability or (iv) knows of
any basis for any material Environmental Liability.

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

         SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower
and its Subsidiaries is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments (including any material investment advisory or
management agreements) binding upon it or its property, except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.
<PAGE>
64

         SECTION 3.08. Investment and Holding Company Status. (a) Neither the
Borrower nor any of its Subsidiaries is (i) an "investment company", or a
borrower "controlled" by an "investment company", each as defined in, or subject
to regulation under, the Investment Company Act of 1940, or (ii) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935. Except for net capital and other requirements
imposed on registered broker-dealers, neither the Borrower nor any of its
Subsidiaries is subject to any regulation under any Requirement of Law (other
than Regulation X of the Board) that limits its ability to incur Indebtedness.

         (b) The Borrower and each Subsidiary of the Borrower which is engaged
in investment advisory or investment management activities is, and at all times
will be, duly registered as an investment adviser as and to the extent required
under the Investment Advisers Act of 1940, as amended; and each Subsidiary of
the Borrower which is engaged in broker-dealer business is, and at all times
will be, duly registered as a broker-dealer as and to the extent required under
the Securities Exchange Act of 1934, as amended, and, as and to the extent
required, is, and at all times will be, a member in good standing of the
National Association of Securities Dealers, Inc.

         SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed or has requested extensions thereof and has paid or caused to be paid
all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Borrower or
such Subsidiary, as applicable, has set aside on its books adequate reserves or
(b) to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

         SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $5,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $10,000,000 the fair
market value of the assets of all such underfunded Plans.

         SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. None of the reports, financial statements, certificates
or other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

         SECTION 3.12. No Default. As of the Effective Date, neither the
Borrower nor any of its Subsidiaries is in default under or with respect to any
of its Contractual Obligations in any respect that could reasonably be expected
to have a Material Adverse Effect. No Default or Event of Default has occurred
and is continuing.
<PAGE>
65

         SECTION 3.13. Subsidiaries. Schedule 3.13 sets forth the name and
jurisdiction of incorporation or organization of each Subsidiary and, as to each
such Subsidiary, the percentage of each class of Capital Stock owned by the
Borrower. As of the Effective Date there are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments (other than
stock options or restricted stock granted to employees or directors and
directors' qualifying shares) of any nature relating to any Capital Stock of the
Borrower or any Subsidiary.

         SECTION 3.14. Federal Regulations. No part of the proceeds of any Loans
will be used for "buying" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U as now and from time to
time hereafter in effect in any manner that violates the provisions of the
Regulations of the Board or for any other purpose that violates the provisions
of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U. No more than 25% of the consolidated assets of the Borrower and
its Subsidiaries (excluding treasury shares) consist of "margin stock" under
Regulation U as now and from time to time hereafter in effect.

         SECTION 3.15. No Burdensome Restrictions. No Requirement of Law or
Contractual Obligation of the Borrower could reasonably be expected to have a
Material Adverse Effect.

                                   ARTICLE IV

                                   Conditions

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

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

         (b) The Administrative Agent shall have received a favorable written
    opinion (addressed to the Administrative Agent and the Lenders and dated the
    Effective Date) of a senior legal officer or special counsel of the
    Borrower, substantially in the form of Exhibit D, and covering such other
    matters relating to the Borrower, this Agreement or the Transactions as the
    Administrative Agent shall reasonably request. The Borrower hereby requests
    such counsel to deliver such opinion.

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

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

         (e) The Administrative Agent shall have received all fees and other
    amounts due and payable on or prior to the Effective Date, including, to the
    extent invoiced, reimbursement or payment of all reasonable out-of-pocket
    expenses required to be reimbursed or paid by the Borrower hereunder.
<PAGE>
66

         (f) All governmental and third party approvals necessary in connection
    with the continuing operations of the Borrower and its Subsidiaries and the
    transactions contemplated hereby shall have been obtained and be in full
    force and effect, and all applicable waiting periods shall have expired
    without any action being taken or threatened by any competent authority that
    would restrain, prevent or otherwise impose adverse conditions on the
    financing contemplated hereby.

         (g) The Lenders shall have received (i) audited consolidated financial
    statements of the Borrower for the 1998, 1999 and 2000 fiscal years and (ii)
    unaudited interim consolidated financial statements of the Borrower for each
    quarterly period ended subsequent to the date of the latest applicable
    financial statements delivered pursuant to clause (i) of this paragraph as
    to which such financial statements are available, and such financial
    statements shall not, in the reasonable judgment of the Lenders, reflect any
    material adverse change in the consolidated financial condition of the
    Borrower, as reflected in the financial statements or projections contained
    in the Confidential Information Memorandum.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date in writing, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) at or prior to 12:00 noon, New
York City time, on December 21, 2001 (and, in the event such conditions are not
so satisfied or waived, the Commitments shall terminate at such time).

         SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing (including, without limitation, its
initial Loan) is subject to the satisfaction of the following conditions:

         (a) The representations and warranties of the Borrower set forth in
    this Agreement shall be true and correct in all material respects on and as
    of the date of such Borrowing; except for any representation and warranty
    made as of an earlier date, which representation and warranty shall be true
    in all material respects on such earlier date.

         (b) At the time of and immediately after giving effect to such
    Borrowing, no Default shall have occurred and be continuing.

Each Borrowing and any increase of the aggregate Commitments pursuant to Section
2.17 shall be deemed to constitute a representation and warranty by the Borrower
on the date thereof as to the matters specified in paragraphs (a) and (b) of
this Section.

                                   ARTICLE V

                              Affirmative Covenants

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

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

         (a) within 90 days after the end of each fiscal year of the Borrower,
    the audited consolidated balance sheet of the Borrower and its Subsidiaries
    and the related audited consolidated statements of income, of beneficial
    interests and of cash flows for such year, setting forth in each case in
    comparative form the figures for the previous year, reported on without a
    "going concern" or like qualification or exception, or qualification arising
    out of the scope of the audit, by Deloitte & Touche L.L.P. or other
    independent certified public accountants of nationally recognized standing;
<PAGE>
67

         (b) within 45 days after the end of each of the first three fiscal
    quarters of each fiscal year of the Borrower, the unaudited consolidated
    balance sheet of the Borrower and its Subsidiaries, and the related
    unaudited consolidated statements of income, beneficial interests and cash
    flows for such quarter and the portion of the fiscal year through the end of
    such quarter, setting forth in each case in comparative form the figures for
    the previous year, certified by an officer of the Borrower as being fairly
    stated in all material respects (subject to normal year-end audit
    adjustments);

         (c) after the end of each fiscal quarter of the Borrower, (A) a
    schedule of the Net Asset Value of the investment companies and accounts
    managed by the Borrower and its Subsidiaries on the last day of such fiscal
    quarter and (B) a schedule showing the calculation of the Aggregate Revenue
    Base as of the end of such fiscal quarter of the Borrower, and an analysis
    of changes from the preceding calendar quarter or in such other form as may
    be reasonably satisfactory to the Administrative Agent;

         (d) concurrently with any delivery of statements under clause (a) or
    (b) above, a certificate of a Financial Officer of the Borrower (i)
    certifying as to whether an Event of Default has occurred and, if an Event
    of Default has occurred, specifying the details thereof and any action taken
    or proposed to be taken with respect thereto, (ii) setting forth reasonably
    detailed calculations demonstrating compliance with Section 6.01 and (iii)
    stating whether any change in GAAP or in the application thereof has
    occurred since the date of the audited financial statements referred to in
    Section 3.04 and, if any such change has occurred, specifying the effect of
    such change on the financial statements accompanying such certificate; and

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

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

         (a) the occurrence of any Event of Default;

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

         (c) the occurrence of any ERISA Event that, alone or together with any
    other ERISA Events that have occurred, could reasonably be expected to
    result in liability of the Borrower and its Subsidiaries in an aggregate
    amount exceeding $5,000,000;

         (d) either (i) any suspension or termination of the registration of the
    Borrower as an investment adviser under the Investment Advisers Act of 1940,
    as amended or (ii) where such suspension, termination, cancellation or
    expiration could reasonably be determined to have a Material Adverse Effect,
    any suspension or termination of the registration of any Subsidiary as an
    investment adviser under the Investment Advisers Act of 1940, as amended, or
    any cancellation or expiration without renewal of any material investment
    advisory agreement or similar contract to which the Borrower or any
    Subsidiary is a party; and

         (e) any other development that results in, or could reasonably be
    expected to result in, a Material Adverse Effect.
<PAGE>
68

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

         SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each of its Subsidiaries to, (a) do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.04, and (b) comply with all Contractual Obligations and Requirements of Law
except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

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

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

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

         SECTION 5.07. Compliance with Laws. The Borrower will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property and maintain all
registrations and memberships with any Governmental Authority, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

         SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used
to finance the working capital needs of the Borrower and its Subsidiaries and
for general corporate purposes, including but not limited (i) to repurchase a
portion of the Zero-Coupon Notes and (ii) to consummate Permitted Acquisitions.
No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations U and X.
<PAGE>
69

         SECTION 5.09. Environmental Laws. The Borrower will, and will cause
each of its Subsidiaries to, (a) comply in all material respects with all
applicable Environmental Laws, and obtain and comply in all material respects
with and maintain any and all licenses, approvals, notifications, registrations
or permits required by applicable Environmental Laws, and (b) conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under Environmental Laws and promptly comply
in all material respects with all lawful orders and directives of all
Governmental Authorities regarding Environmental Laws, except in each case to
the extent that non-compliance therewith could not reasonably be expected to
result in a Material Adverse Effect.

                                   ARTICLE VI

                               Negative Covenants

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

         SECTION 6.01. Financial Condition Covenants.

         (a) Consolidated Leverage Ratio. The Borrower shall not permit the
    Consolidated Leverage Ratio as at the last day of any period of four
    consecutive fiscal quarters of the Borrower ending with any fiscal quarter
    to equal or exceed the ratio of 2.50:1.00.

         (b) Consolidated Interest Coverage Ratio. The Borrower shall not permit
    the Consolidated Interest Coverage Ratio as at the last day of any period of
    four consecutive fiscal quarters of the Borrower ending with any fiscal
    quarter to equal or exceed the ratio of 5.00:1.00.

         SECTION 6.02. Indebtedness. The Borrower will not permit any Subsidiary
to create, incur, assume or permit to exist any Indebtedness, except:

         (a) Indebtedness existing on the date hereof and set forth in Schedule
    6.02;

         (b) (i) Indebtedness of any Subsidiary to the Borrower or any other
    Subsidiary and (ii) Indebtedness of the Borrower to any Subsidiary;

         (c) (i) Guarantees by any Subsidiary of Indebtedness of the Borrower or
    any other Subsidiary and (ii) Guarantees by the Borrower of any Subsidiary
    Indebtedness;

         (d) Indebtedness of the Borrower or any Subsidiary incurred to finance
    the acquisition, construction or improvement of any fixed or capital assets,
    including Capital Lease Obligations and any Indebtedness assumed in
    connection with the acquisition of any such assets or secured by a Lien on
    any such assets prior to the acquisition thereof, and extensions, renewals
    and replacements of any such Indebtedness that do not increase the
    outstanding principal amount thereof; provided that (i) such Indebtedness is
    incurred prior to or within 90 days after such acquisition or the completion
    of such construction or improvement and (ii) the aggregate principal amount
    of Indebtedness permitted by this clause (d) shall not exceed $25,000,000 at
    any time outstanding;

         (e) Indebtedness of any Person that becomes a Subsidiary after the date
    hereof; provided that such Indebtedness exists at the time such Person
    becomes a Subsidiary and is not created in contemplation of or in connection
    with such Person becoming a Subsidiary;

         (f) Indebtedness of any Subsidiary as an account party in respect of
    trade letters of credit;

         (g) Guarantees by the Borrower and any Subsidiary of operating and
    capital leases permitted hereunder;
<PAGE>
70

         (h) Guarantees by the Borrower or any Subsidiary of indemnification
    obligations and price adjustments in connection with Permitted Acquisitions
    or acquisitions of Capital Stock or other assets otherwise permitted
    hereunder; and

         (i) other unsecured Indebtedness in an aggregate principal amount not
    exceeding $50,000,000 at any time outstanding.

         SECTION 6.03. Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except (Liens described below, "Permitted Liens"):

         (a) Permitted Encumbrances;

         (b) any Lien on any property or asset of the Borrower or any Subsidiary
    existing on the date hereof and set forth in Schedule 6.03; provided that
    (i) such Lien shall not apply to any other property or asset of the Borrower
    or any Subsidiary and (ii) such Lien shall secure only those obligations
    which it secures on the date hereof;

         (c) any Lien existing on any property or asset prior to the acquisition
    thereof by the Borrower or any Subsidiary or existing on any property or
    asset of any Person that becomes a Subsidiary after the date hereof prior to
    the time such Person becomes a Subsidiary; provided that (i) such Lien is
    not created in contemplation of or in connection with such acquisition or
    such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall
    not apply to any other property or assets of the Borrower or any Subsidiary
    and (iii) such Lien shall secure only those obligations which it secures on
    the date of such acquisition or the date such Person becomes a Subsidiary,
    as the case may be; and

         (d) Liens on real or personal property, plant and equipment acquired,
    leased, constructed or improved by the Borrower or any Subsidiary; provided
    that (i) such security interests secure Indebtedness permitted by clause (d)
    of Section 6.02, (ii) such security interests and the Indebtedness secured
    thereby are incurred prior to or within 90 days after such acquisition or
    the completion of such construction or improvement, (iii) the Indebtedness
    secured thereby does not exceed 100% of the cost of acquiring, constructing
    or improving such property, plant and equipment and (iv) such security
    interests shall not apply to any other property or assets of the Borrower or
    any Subsidiary.
<PAGE>
71

         SECTION 6.04. Fundamental Changes. (a) The Borrower will not, and will
not permit any Subsidiary to, merge into or consolidate with any other Person,
or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of its assets, or all or substantially
all of the Capital Stock of any of its Subsidiaries (in each case, whether now
owned or hereafter acquired), or liquidate or dissolve, except that, if at the
time thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any other Person, including a Subsidiary, may
merge into the Borrower in a transaction in which the Borrower is the surviving
Person, (ii) any Subsidiary may merge into any Subsidiary in a transaction in
which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell,
transfer, lease or otherwise dispose of its assets to the Borrower or to another
Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and which could not reasonably be expected to have a
Material Adverse Effect, and (v) the Borrower may merge into or consolidate with
another Person in a transaction in which such other Person is the surviving
entity if such other Person is organized and validly existing under the laws of
the United States or any State thereof and by operation of law or otherwise
assumes all obligations of the Borrower hereunder and such assumption is
evidenced by an opinion of counsel to such other Person satisfactory in form and
substance to the Administrative Agent in its reasonable discretion; provided
that any such merger involving a Person that is not a wholly owned Subsidiary
immediately prior to such merger shall not be permitted unless also permitted by
Section 6.05.

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

         SECTION 6.05. Investments, Loans, Advances, Guarantees and
Acquisitions; Hedging Agreements. (a) The Borrower will not, and will not permit
any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary prior to such
merger) any Capital Stock, evidences of Indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing)
of, make or permit to exist any loans or advances to, Guarantee any obligations
of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series
of transactions) any assets of any other Person constituting a business unit,
except:

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

         (ii) investments in commercial paper maturing within 270 days from the
    date of acquisition thereof and having, at such date of acquisition, an
    investment-grade credit rating from S&P or from Moody's;

         (iii) investments in certificates of deposit, banker's acceptances and
    time deposits maturing within 180 days from the date of acquisition thereof
    issued or guaranteed by or placed with, and money market deposit accounts
    issued or offered by, any domestic office of any commercial bank organized
    under the laws of the United States of America or any State thereof which
    has a combined capital and surplus and undivided profits of not less than
    $1,000,000,000;

         (iv) investments in any fixed and variable income funds (which fund may
    be an Eaton Vance Fund) in accordance with the ordinary course of business
    of the Borrower and in a manner consistent with the past practice of the
    Borrower;
<PAGE>
72

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

         (vi) investments by the Borrower existing on the date hereof and made
    after the Effective Date in the Capital Stock of its Subsidiaries and
    investments by any Subsidiary in another Subsidiary;

         (vii) loans or advances made by the Borrower to any Subsidiary and made
    by any Subsidiary to the Borrower or any other Subsidiary;

         (viii) Guarantees constituting Indebtedness permitted by Section 6.02;

         (ix) Permitted Acquisitions;

         (x) loans and advances to directors, officers and employees of the
    Borrower and the Subsidiaries made in connection with the 1998 Executive
    Loan Program;

         (xi) investments in newly created funds, structured products or other
    investments advised or managed by the Borrower and its Subsidiaries in the
    ordinary course of business of the Borrower and in a manner consistent with
    the past practice of the Borrower, in an aggregate amount (based upon the
    book value on the books of the Borrower and its Subsidiaries) of not more
    than $100,000,000; and

         (xii) loans or advances by the Borrower or any Subsidiary to any
    Affiliate of the Borrower in an aggregate principal amount not exceeding
    $85,000,000 at any time outstanding.

         (xiii) other investments, loans, advances or guarantees in an aggregate
    principal amount not exceeding $25,000,000 at any time outstanding;

         (b) The Borrower will not, and will not permit any of its Subsidiaries
to, enter into any Hedging Agreement, other than Hedging Agreements entered into
in the ordinary course of business to hedge or mitigate risks to which the
Borrower or any Subsidiary is exposed in the conduct of its business or the
management of its liabilities.

         SECTION 6.06. Restricted Payments. The Borrower will not, and will not
permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except the Borrower or any of
its Subsidiaries may declare and pay dividends or other distributions of any
kind (whether in cash, securities or other property) with respect to its Capital
Stock provided that, in the case of any such declaration or payment by the
Borrower, no Default or Event of Default has occurred or is continuing or would
result therefrom.

         SECTION 6.07. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) in the ordinary course of business at prices and on terms
and conditions not less favorable to the Borrower or such Subsidiary than could
be obtained on an arm's-length basis from unrelated third parties, (b)
transactions between or among the Borrower and its Subsidiaries not involving
any other Affiliate and (c) any transaction expressly permitted by Sections
6.04, 6.05(a)(x), 6.05(a)(xii) and 6.06.

         SECTION 6.08. Changes in Fiscal Periods. The Borrower will not permit
the fiscal year of the Borrower to end on a day other than the last Business Day
closest to October 31 or change the Borrower's method of determining fiscal
quarters.
<PAGE>
73

         SECTION 6.09. Limitation on Sale of Assets. The Borrower will not, and
will not permit any of its Subsidiaries to, dispose of any of its property or
business (including, without limitation, receivables and leasehold interests),
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary's Capital Stock to any Person,
except:

         (a) dispositions permitted by Section 6.04;

         (b) transactions permitted by Sections 6.05;

         (c) the sale or issuance of any Subsidiary's Capital Stock to the
    Borrower or any wholly-owned Subsidiary; and

         (d) any sale, transfer or lease or other disposition by the Borrower or
    any Subsidiary in the ordinary course of business.

                                  ARTICLE VII

                                Events of Default

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

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

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

         (c) any representation or warranty made or, pursuant to Section 4.02
    deemed made, by or on behalf of the Borrower or any Subsidiary in or in
    connection with this Agreement or any amendment or modification hereof, or
    in any report, certificate, financial statement or other document furnished
    pursuant to or in connection with this Agreement or any amendment or
    modification hereof, shall prove to have been materially incorrect when made
    or deemed made;

         (d) the Borrower shall fail to observe or perform any covenant,
    condition or agreement contained in Section 5.02, 5.03 (with respect to the
    Borrower's existence) or the last sentence of 5.08 or in Article VI;

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

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

         (g) any event or condition occurs that results in the acceleration of
    any Material Indebtedness prior to its scheduled maturity; provided that
    this clause (g) shall not apply to secured Indebtedness that becomes due as
    a result of the voluntary sale or transfer of the property or assets
    securing such Indebtedness;
<PAGE>
74

         (h) an involuntary proceeding shall be commenced or an involuntary
    petition shall be filed seeking (i) liquidation, reorganization or other
    relief in respect of the Borrower or any Subsidiary or its debts, or of a
    substantial part of its assets, under any Federal, state or foreign
    bankruptcy, insolvency, receivership or similar law now or hereafter in
    effect or (ii) the appointment of a receiver, trustee, custodian,
    sequestrator, conservator or similar official for the Borrower or any
    Subsidiary or for a substantial part of its assets, and, in any such case,
    such proceeding or petition shall continue undismissed for 60 days or an
    order or decree approving or ordering any of the foregoing shall be entered;

         (i) the Borrower or any Subsidiary shall (i) voluntarily commence any
    proceeding or file any petition seeking liquidation, reorganization or other
    relief under any Federal, state or foreign bankruptcy, insolvency,
    receivership or similar law now or hereafter in effect, (ii) consent to the
    institution of, or fail to contest in a timely and appropriate manner, any
    proceeding or petition described in clause (h) of this Article, (iii) apply
    for or consent to the appointment of a receiver, trustee, custodian,
    sequestrator, conservator or similar official for the Borrower or any
    Subsidiary or for a substantial part of its assets, (iv) file an answer
    admitting the material allegations of a petition filed against it in any
    such proceeding, (v) make a general assignment for the benefit of creditors
    or (vi) take any action for the purpose of effecting any of the foregoing;

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

         (k) one or more uninsured judgments for the payment of money in an
    aggregate amount in excess of $10,000,000 shall be rendered against the
    Borrower, any Subsidiary or any combination thereof and the same shall
    remain undischarged for a period of 30 consecutive days during which
    execution shall not be effectively stayed;

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

         (m) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.
<PAGE>
75

                                  ARTICLE VIII

                            The Administrative Agent

         Except as provided below, each of the Lenders hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.

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

         The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made by any other Person in or in connection with this Agreement,
(ii) the contents of any certificate, report or other document delivered by any
other Person hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness (other than its
own due execution) or genuineness of this Agreement or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

         The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing reasonably believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.
<PAGE>
76

         The Administrative Agent may perform any and all its duties and
exercise its rights and powers through Related Parties of the Administrative
Agent. The exculpatory provisions of the preceding paragraphs shall apply to the
Related Parties of the Administrative Agent, and shall apply to their activities
in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent.

         Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

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

                                   ARTICLE IX

                                  Miscellaneous

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

         (a) if to the Borrower, to it at Eaton Vance Management, The Eaton
    Vance Building, 225 State Street, Boston, MA, 02109, Attention: Mr. William
    M. Steul, Chief Financial Officer (Telecopy No. (617) 426-2487); with a copy
    to the Chief Legal Officer of the Borrower and to Nixon Peabody LLP at 101
    Federal Street, Boston, MA 02110, Attention: Craig D. Mills.

         (b) if to the Administrative Agent, to JPMorgan Chase Bank, c/o The
    Loan and Agency Services Group, 1 Chase Manhattan Plaza, 8th Floor, New
    York, New York 10081, Attention of Christine Grippo (Telecopy No. (212)
    552-7490), with a copy to JP Morgan Chase Bank, 270 Park Avenue, New York,
    New York 10017, Attention of Roger Parker (Telecopy No. (212) 270-0412); and

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

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.
<PAGE>
77

         SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.15(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, or
(vi) change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder
without the prior written consent of the Administrative Agent.

         SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates in amounts previously agreed to in
writing and the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made,
including in connection with any workout, restructuring or negotiations in
respect thereof.
<PAGE>
78

         (b) The Borrower shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities, costs and related expenses,
including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or the use of the proceeds therefrom, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that (a)
such losses, claims, damages, liabilities, costs or related expenses are
determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (b) any such losses, damages, liabilities, costs, or related
expenses solely arise out of any successful claim made by the Borrower or any
Subsidiary against any such Indemnitee.

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

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

         (e) All amounts due under this Section shall be payable not later than
30 days after written demand therefor accompanied by documentation reasonably
describing the basis for such amounts.

         SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.
<PAGE>
79

         (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); provided that (i) except
in the case of an assignment to a Lender or an Affiliate of a Lender, each of
the Borrower and the Administrative Agent must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld), (ii)
except in the case of an assignment to a Lender or an Affiliate of a Lender or
an assignment of the entire remaining amount of the assigning Lender's
Commitment, and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) shall not be less than $5,000,000
unless each of the Borrower and the Administrative Agent otherwise consent,
(iii) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender's rights and obligations under this Agreement
with respect to the Loan or the Commitment assigned, (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500 (the
obligation to pay such fee to be shared equally by the assignor and assignee),
and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; provided further that any
consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (h) or (i) of Article VII has
occurred and is continuing. Upon acceptance and recording pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance, the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.12, 2.13, 2.14 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, and the Borrower, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.

         (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.
<PAGE>
80

         (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.

         (f) A Participant shall not be entitled to receive any greater payment
under Section 2.12 or 2.14 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as
though it were a Lender.

         (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including without limitation (i) any such pledge or assignment to a
Federal Reserve Bank, and (ii) in the case of any Lender that is a Fund, any
pledge or assignment of all or any portion of such Lender's rights under this
Agreement to any holders of obligations owed, or securities issued, by such
Lender as security for such obligations or securities, or to any trustee for, or
any other representative of such holders and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such assignee for such Lender as a party
hereto.

         SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.
<PAGE>
81

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

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

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

         SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

         (b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the
Borrower or its properties in the courts of any jurisdiction.
<PAGE>
82

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

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

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

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

         SECTION 9.12. Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process after written notice of
same is given to Borrower if written notice is permitted, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section, (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower or (iii) to the National Association of Insurance
Commissioners or any other similar organization or nationally recognized rating
agency that requires access to information about a Lender's investment portfolio
in connection with rating issued with respect to such Lender. For the purposes
of this Section, "Information" means all information received from the Borrower
relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by the Borrower; provided that, in the case of
information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.
<PAGE>
83

         SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.
<PAGE>
84

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


                                       EATON VANCE MANAGEMENT


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


                                       JPMORGAN CHASE BANK,
                                       individually and as Administrative Agent,


                                       By:
                                           -------------------------------
                                           Name:
                                           Title:
<PAGE>
85

                                       CITICORP USA, INC.,
                                       individually and as Syndication Agent


                                       By:
                                           -------------------------------
                                           Name:
                                           Title:
<PAGE>
86

                                       CREDIT SUISSE FIRST BOSTON
                                       CAYMAN ISLANDS BRANCH,
                                       individually and as Documentation Agent


                                       By:
                                           -------------------------------
                                           Name:
                                           Title:
<PAGE>
87

                                       FLEET NATIONAL BANK,
                                       individually and as Documentation Agent


                                       By:
                                           -------------------------------
                                           Name:
                                           Title:
<PAGE>
88

                                       UBS AG, STAMFORD BRANCH,
                                       individually and as Documentation Agent


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


                                       By:
                                           -------------------------------
                                           Name:
                                           Title:
<PAGE>
89


                                       MERRILL LYNCH BANK USA


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

<PAGE>
90

                                                                        Annex A

                                  PRICING GRID
                        Level 1         Level 2      Level 3        Level 4
                        -------         -------      -------        -------
S&P Rating:         higher than BBB+     BBB+          BBB       lower than BBB
Moody's Rating:     higher than Baa1     Baa1          Baa2     lower than Baa2
ABR Loans'                0%             0%            0%             0%
Applicable Margin
Eurodollar Loans'        0.400%         0.500%        0.600%         0.950%
Applicable Margin
Facility Fee Rate        0.100%         0.125%        0.150%         0.175%
Utilization Fee(1)       0.125%         0.125%        0.250%         0.250%


For purposes of determining the Applicable Margins or the Facility Fee Rates,
(i) in the event of a "split rating" (i.e., if the Moody's Rating applicable to
the Borrower at any time appears in the chart above in a different column from
that in which the S&P Rating then applicable to the Borrower appears), the
Applicable Margins and the Facility Fee Rates will be based on the column which
includes the higher rating (unless the higher rating is more than one rating
level higher than the lower rating, in which case the pricing shall be that
applicable to the rating level which is one rating level lower than the higher
rating level), (ii) if Moody's or S&P shall not have in effect a rating (other
than because such rating agency shall no longer be in the business of rating
corporate debt obligations), then such rating agency will be deemed to have
established a rating one rating level lower than the rating of either Moody's or
S&P, as the case may be, that remains in effect and (iii) the Applicable Margins
and the Facility Fee Rates shall be subject to adjustment (upwards or downwards,
as appropriate), effective as of the date on which S&P or Moody's announces a
rating change which results in a change in the Applicable Margins and the
Facility Fee Rates.


-----------
(1) Utilization Fee for each level is only applicable if the aggregate
outstanding principal amount of all Loans under the Facility exceeds 50% of the
total commitments under the Facility.
<PAGE>
91

                                  SCHEDULE 2.01

                                   COMMITMENTS


                       Lender                                  Commitment

JPMorgan Chase Bank                                           $ 30,000,000
Citicorp USA, Inc.                                            $ 30,000,000
Credit Suisse First Boston Cayman Islands Branch              $ 30,000,000
Fleet National Bank                                           $ 30,000,000
UBS AG, Stamford Branch                                       $ 30,000,000
Merrill Lynch Bank USA                                        $ 20,000,000
                        Total                                 $170,000,000
<PAGE>
92

                                DISCLOSED MATTERS

Existing Litigation

1.  On May 25, 2001, a complaint was filed in the United Stated District court
    for the District of Massachusetts by two shareholders of one account of EV
    Classic Senior Floating-Rate Fund (the "Fund") against such Fund, its
    trustees and certain of its officers, Eaton Vance Management, the Fund's
    administrator, Boston Management and Research ("BMR"), the Fund's investment
    adviser, and Eaton Vance Corp., the parent of Eaton Vance Management and
    BMR. The complaint, framed as a class action, alleges that for the period
    between March 30, 1998 and March 2, 2001, the Fund's assets were incorrectly
    valued and certain matters were not properly disclosed, in violation of the
    federal securities laws. The complaint seeks unspecified damages. On July
    19, 2001, another shareholder of the Fund filed a virtually identical
    complaint in the same court. Eaton Vance Corp. and the other named
    defendants believe that the complaints are without merit and will vigorously
    contest the lawsuits.
<PAGE>
93
<TABLE>

                                                      SCHEDULE 3.13

                                                       SUBSIDIARIES


<CAPTION>
                                                                                                          PERCENTAGE
                                                JURISDICTION OF         OWNER OF EQUITY              OWNERSHIP INTEREST/
SUBSIDIARIES                                     ORGANIZATION       INTERESTS IN SUBSIDIARY           CLASS OF INTERESTS
------------                                     ------------       -----------------------           ------------------
<S>                                             <C>                 <C>                               <C>
Eaton Vance Distributors, Inc.                   Massachusetts       Eaton Vance Management           100%/Common Stock

Eaton Vance Acquisitions                         Massachusetts       Eaton Vance Management       100%/Beneficial Interests
(Business Trust)

Boston Management and Research
(Business Trust)                                 Massachusetts       Eaton Vance Management       100%/Beneficial Interests

Atlanta Capital Management                         Delaware         Eaton Vance Acquisitions       70%/Membership Interests
Company, LLC

Fox Asset Management Company, LLC                  Delaware         Eaton Vance Acquisitions       80%/Membership Interests

Minven LLC                                         Delaware          Eaton Vance Management       100%/Membership Interests

Spring Lane Associates, Inc.                     Massachusetts       Eaton Vance Management           100%/Common Stock

Northeast Properties, LLC                          Delaware          Eaton Vance Management       100%/Membership Interests

NP Management, Inc.                              Massachusetts     Northeast Properties, LLC          100%/Common Stock

FOREIGN SUBSIDIARIES
--------------------

Eaton Vance Advisor (Ireland) Limited               Ireland          Eaton Vance Management         100%/Equity Interests

Eaton Vance Management (International)          United Kingdom    Eaton Vance Management            100%/Equity Interests
Limited
</TABLE>
<PAGE>
94

                                  SCHEDULE 6.02

                              EXISTING INDEBTEDNESS

1.  $314,000,000 aggregate principal amount at maturity zero-coupon exchangeable
    senior Liquid Yield Option Notes due 2031 issued pursuant to that certain
    Purchase Agreement dated August 7, 2001, as amended or modified from time to
    time.

2.  $50,000,000 aggregate principal amount of 6.22% Senior Notes due 2004 issued
    pursuant to that certain Note Purchase Agreement dated as of March 1, 1994
<PAGE>
95

                                  SCHEDULE 6.03

                                 EXISTING LIENS


                                      None.
<PAGE>
96

                                                                      EXHIBIT A
                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


         Reference is made to the Credit Agreement, dated as of December 21,
2001 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Eaton Vance Management (the "Borrower"), the Lenders
party thereto and JP Morgan Chase Bank, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"). Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

         The Assignor identified on Schedule l hereto (the "Assignor") and the
Assignee identified on Schedule l hereto (the "Assignee") agree as follows:

         i.   The Assignor hereby irrevocably sells and assigns to the Assignee
              without recourse to the Assignor, and the Assignee hereby
              irrevocably purchases and assumes from the Assignor without
              recourse to the Assignor, as of the Effective Date (as defined
              below), the interest described in Schedule 1 hereto (the "Assigned
              Interest") in and to the Assignor's rights and obligations under
              the Credit Agreement with respect to those credit facilities
              contained in the Credit Agreement as are set forth on Schedule 1
              hereto (individually, an "Assigned Facility"; collectively, the
              "Assigned Facilities"), in a principal amount for each Assigned
              Facility as set forth on Schedule 1 hereto.

         ii.  The Assignor (a) makes no representation or warranty and assumes
              no responsibility with respect to any statements, warranties or
              representations made in or in connection with the Credit Agreement
              or with respect to the execution, legality, validity,
              enforceability, genuineness, sufficiency or value of the Credit
              Agreement or any other instrument or document furnished pursuant
              thereto, other than that the Assignor has not created any adverse
              claim upon the interest being assigned by it hereunder and that
              such interest is free and clear of any such adverse claim; (b)
              makes no representation or warranty and assumes no responsibility
              with respect to the financial condition of the Borrower, any of
              its Subsidiaries or any other obligor or the performance or
              observance by the Borrower, any of its Subsidiaries or any other
              obligor of any of their respective obligations under the Credit
              Agreement or any other instrument or document furnished pursuant
              hereto or thereto; and (c) attaches any promissory notes held by
              it evidencing the Assigned Facilities and (i) requests that the
              Administrative Agent, upon request by the Assignee, exchange the
              attached promissory notes for a new promissory note or notes
              payable to the Assignee and (ii) if the Assignor has retained any
              interest in the Assigned Facility, requests that the
              Administrative Agent exchange the attached promissory notes for a
              new promissory note or notes payable to the Assignor, in each case
              in amounts which reflect the assignment being made hereby (and
              after giving effect to any other assignments which have become
              effective on the Effective Date).
<PAGE>
97

         iii. The Assignee (a) represents and warrants that it is legally
              authorized to enter into this Assignment and Acceptance; (b)
              confirms that it has received a copy of the Credit Agreement,
              together with copies of the financial statements delivered
              pursuant to subsection 3.04 thereof and such other documents and
              information as it has deemed appropriate to make its own credit
              analysis and decision to enter into this Assignment and
              Acceptance; (c) agrees that it will, independently and without
              reliance upon the Assignor, the Administrative Agent or any other
              Lender and based on such documents and information as it shall
              deem appropriate at the time, continue to make its own credit
              decisions in taking or not taking action under the Credit
              Agreement or any other instrument or document furnished pursuant
              hereto or thereto; (d) appoints and authorizes the Administrative
              Agent to take such action as agent on its behalf and to exercise
              such powers and discretion under the Credit Agreement or any other
              instrument or document furnished pursuant hereto or thereto as are
              delegated to the Administrative Agent by the terms thereof,
              together with such powers as are incidental thereto; and (e)
              agrees that it will be bound by the provisions of the Credit
              Agreement and will perform in accordance with its terms all the
              obligations which by the terms of the Credit Agreement are
              required to be performed by it as a Lender including, if it is
              organized under the laws of a jurisdiction outside the United
              States, its obligation pursuant to subsection 2.14(e) of the
              Credit Agreement.

         iv.  The effective date of this Assignment and Acceptance shall be the
              Effective Date of Assignment described in Schedule 1 hereto (the
              "Effective Date"). Following the execution of this Assignment and
              Acceptance, it will be delivered to the Administrative Agent for
              acceptance by it and recording by the Administrative Agent
              pursuant to the Credit Agreement, effective as of the Effective
              Date (which shall not, unless otherwise agreed to by the
              Administrative Agent, be earlier than five Business Days after the
              date of such acceptance and recording by the Administrative
              Agent).

         v.   Upon such acceptance and recording, from and after the Effective
              Date, the Administrative Agent shall make all payments in respect
              of the Assigned Interest (including payments of principal,
              interest, fees and other amounts) to the Assignor for amounts
              which have accrued to the Effective Date and to the Assignee for
              amounts which have accrued subsequent to the Effective Date. The
              Assignor and the Assignee shall make all appropriate adjustments
              in payments by the Administrative Agent for periods prior to the
              Effective Date or with respect to the making of this assignment
              directly between themselves.

         vi.  From and after the Effective Date, (a) the Assignee shall be a
              party to the Credit Agreement and, to the extent provided in this
              Assignment and Acceptance, have the rights and obligations of a
              Lender thereunder and shall be bound by the provisions thereof and
              (b) the Assignor shall, to the extent provided in this Assignment
              and Acceptance, relinquish its rights and be released from its
              obligations under the Credit Agreement.

         vii. This Assignment and Acceptance shall be governed by and construed
              in accordance with the laws of the State of New York

         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
<PAGE>
98

                                   Schedule 1
                          to Assignment and Acceptance

Name of Assignor:  ---------------------------

Name of Assignee:  ---------------------------

Effective Date of Assignment: ---------------------------

Credit                   Principal
Facility Assigned        Amount Assigned       Commitment Percentage Assigned(1)
-----------------        ---------------       -------------------------------

                           $ ---------                 --.----------%

[Name of Assignee]                             [Name of Assignor]

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

Accepted:                                      Consented To:

JPMORGAN CHASE BANK,                           EATON VANCE MANAGEMENT(2)
as Administrative Agent

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

-------------
(1) Calculate the Commitment Percentage that is assigned to at least 15 decimal
    places and show as a percentage of the aggregate commitments of all Lenders.

(2) The Borrower's consent may not be required pursuant to subsection 9.04 of
    the Credit Agreement.
<PAGE>
99
                                                                      EXHIBIT B
                                     FORM OF
                                BORROWING REQUEST
JPMorgan Chase Bank,
  as Administrative Agent
Loan and Agency Services
One Chase Manhattan Plaza
New York, New York  10081
Attention:  Christine Grippo
                                                                         [Date]
Ladies and Gentlemen:

         Reference is made to the Credit Agreement dated as of December 21, 2001
(as amended and in effect on the date hereof, the "Credit Agreement"), among the
undersigned, as Borrower, the Lenders named therein, and JPMorgan Chase Bank, as
Administrative Agent. Terms defined in the Credit Agreement are used herein with
the same meanings. This notice constitutes a Borrowing Request and the Borrower
hereby requests a Borrowing under the Credit Agreement, and in that connection
the Borrower specifies the following information with respect to the Borrowing
requested hereby:

(A) Aggregate amount of requested Borrowing:(1)
                                                 -------------
(B) Date of the requested Borrowing:(2)

(C) Type of Borrowing:(3)

(D) Interest Period:(4)

(E)      Location and number of Borrower's account at Administrative Agent to
         which proceeds of Borrowing are to be disbursed:

(F)      The Borrower hereby represents and warrants to the Administrative Agent
         and the Lenders that the proceeds of the requested Borrowing will be
         used in a manner consistent with the terms of the Credit Agreement.


         The Borrower hereby represents and warrants that the conditions
specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have
been satisfied in all respects.

                                           Very truly yours,

                                           By:
                                               ------------------------------
                                               Name:
                                               Title:
-----------
(1) Amount inserted to be no greater than the aggregate Commitments of the
    Lenders less the aggregate Unused Commitments of the Lenders as of such
    date. Such Borrowing shall be in an aggregate amount that is an integral
    multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than
    one Type may be outstanding at the same time; provided that there shall not
    at any time be more than a total of five (5) Eurodollar Borrowings
    outstanding at any time.

(2) Must be a Business Date.

(3) Please specify either Eurodollar Borrowing or ABR Borrowing. If this part is
    left blank, the request will be treated as a request for an ABR Borrowing.

(4) Only applicable for Eurodollar Borrowings. Must be a period contemplated by
    the definition of the term "Interest Period". If no Interest Period is
    specified, then the Borrower will be deemed to have selected an Interest
    Period of one month.
<PAGE>
100

                                                                      EXHIBIT C

                                     FORM OF
                            INTEREST ELECTION REQUEST


JPMorgan Chase Bank,
  as Administrative Agent
Loan and Agency Services
One Chase Manhattan Plaza
New York, New York  10081
Attention:  Christine Grippo

                                                                         [Date]

Ladies and Gentlemen:

         Reference is made to the Credit Agreement dated as of December 21, 2001
(as amended and in effect on the date hereof, the "Credit Agreement"), among the
undersigned, as Borrower, the Lenders named therein, and JPMorgan Chase Bank, as
Administrative Agent. Terms defined in the Credit Agreement are used herein with
the same meanings. This notice constitutes an Interest Election Request under
the Credit Agreement, and the Borrower hereby requests that the Borrowings
referred to herein be of the Type and, if applicable, Interest Period set forth
herein, and in that connection the Borrower specifies the following information
with respect to the Borrowing designated herein:

(A) Borrowing to which this Interest Election Request applies: (1)

(B) Effective date of this Interest Election Request:(2)

(C) Type of Borrowing after the effective date of this Interest Election
    Request: (3)

(D) Interest Period:(4)

         The Borrower hereby represents and warrants that the conditions
specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have
been satisfied in all respects.

                                           Very truly yours,

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

--------------
(1) If different options are being elected with respect to different portions
    thereof, please specify the portions thereof to be allocated to each
    resulting Borrowing.

(2) Must be a Business Date.

(3) Please specify either Eurodollar Borrowing or ABR Borrowing. If this part is
    left blank, the request will be treated as a request for an ABR Borrowing.
    If different options are being elected with respect to different portions of
    a Borrowing, please specify the Type of Borrowing for each resulting
    Borrowing.

(4) Only applicable for Eurodollar Borrowings. Must be a period contemplated by
    the definition of the term "Interest Period". If no Interest Period is
    specified, then the Borrower will be deemed to have selected an Interest
    Period of one month. If different options are being elected with respect to
    different portions of a Borrowing, please specify the Interest Period for
    each resulting Borrowing.
<PAGE>
101

                                                                      EXHIBIT D

                                     FORM OF
                       OPINION OF COUNSEL OF THE BORROWER