<PAGE>

                                                                    EXHIBIT 10.1

                                                                  Execution Copy

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

                                  $300,000,000

                                CREDIT AGREEMENT

                                      among

                                 GARTNER, INC.,

                                  as Borrower,

              The Several Lenders from Time to Time Parties Hereto,

    FLEET NATIONAL BANK, N.A., CITIZENS BANK OF MASSACHUSETTS, COMERICA BANK
                            and HSBC BANK USA, N.A.,

                            as Co-Syndication Agents,

                       LASALLE BANK NATIONAL ASSOCIATION,

                                    as Agent,

                                       and

                              JPMORGAN CHASE BANK,

                             as Administrative Agent

                           Dated as of August 12, 2004

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

          J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunner

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                        Page
<S>                                                                                                                     <C>
SECTION 1.            DEFINITIONS                                                                                          1

          1.1    Defined Terms...................................................................................          1
          1.2    Other Definitional Provisions...................................................................         17

SECTION 2.            AMOUNT AND TERMS OF COMMITMENTS                                                                     18

          2.1    Term Commitments................................................................................         18
          2.2    Procedure for Term Loan Borrowing...............................................................         18
          2.3    Repayment of Term Loans.........................................................................         18
          2.4    Revolving Commitments...........................................................................         19
          2.5    Procedure for Revolving Loan Borrowing..........................................................         19
          2.6    Commitment Fees, etc............................................................................         20
          2.7    Termination or Reduction of Revolving Commitments...............................................         20
          2.8    Optional Prepayments............................................................................         20
          2.9    Mandatory Prepayments and Commitment Reductions.................................................         20
         2.10    Conversion and Continuation Options.............................................................         21
         2.11    Limitations on Eurodollar Tranches..............................................................         21
         2.12    Interest Rates and Payment Dates................................................................         22
         2.13    Computation of Interest and Fees................................................................         22
         2.14    Inability to Determine Interest Rate............................................................         22
         2.15    Pro Rata Treatment and Payments.................................................................         23
         2.16    Requirements of Law.............................................................................         24
         2.17    Taxes...........................................................................................         25
         2.18    Indemnity.......................................................................................         27
         2.19    Change of Lending Office........................................................................         27
         2.20    Replacement of Lenders..........................................................................         27

SECTION 3.            LETTERS OF CREDIT                                                                                   28

          3.1    L/C Commitment..................................................................................         28
          3.2    Procedure for Issuance of Letter of Credit......................................................         28
          3.3    Fees and Other Charges..........................................................................         28
          3.4    L/C Participations..............................................................................         29
          3.5    Reimbursement Obligation of the Borrower........................................................         29
          3.6    Obligations Absolute............................................................................         30
          3.7    Letter of Credit Payments.......................................................................         30
          3.8    Applications....................................................................................         30

SECTION 4.            REPRESENTATIONS AND WARRANTIES                                                                      30

          4.1    Financial Condition.............................................................................         30
          4.2    No Change.......................................................................................         31
          4.3    Existence; Compliance with Law..................................................................         31
          4.4    Power; Authorization; Enforceable Obligations...................................................         31
          4.5    No Legal Bar....................................................................................         32
          4.6    Litigation......................................................................................         32
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                       <C>
          4.7    No Default......................................................................................         32
          4.8    Ownership of Property; Liens....................................................................         32
          4.9    Intellectual Property...........................................................................         32
         4.10    Taxes...........................................................................................         32
         4.11    Federal Regulations.............................................................................         32
         4.12    Labor Matters...................................................................................         33
         4.13    ERISA...........................................................................................         33
         4.14    Investment Company Act; Other Regulations.......................................................         33
         4.15    Subsidiaries....................................................................................         33
         4.16    Use of Proceeds.................................................................................         33
         4.17    Environmental Matters...........................................................................         33
         4.18    Accuracy of Information, etc....................................................................         34
         4.19    Solvency........................................................................................         35
         4.20    Certain Documents...............................................................................         35

SECTION 5.            CONDITIONS PRECEDENT                                                                                35

          5.1    Conditions to Initial Extension of Credit.......................................................         35
          5.2    Conditions to Each Extension of Credit..........................................................         36

SECTION 6.            AFFIRMATIVE COVENANTS                                                                               36

          6.1    Financial Statements............................................................................         37
          6.2    Certificates; Other Information.................................................................         37
          6.3    Payment of Obligations..........................................................................         38
          6.4    Maintenance of Existence; Compliance............................................................         38
          6.5    Maintenance of Property; Insurance..............................................................         39
          6.6    Inspection of Property; Books and Records; Discussions..........................................         39
          6.7    Notices.........................................................................................         39
          6.8    Environmental Laws..............................................................................         39
          6.9    Additional Subsidiaries.........................................................................         40

SECTION 7.            NEGATIVE COVENANTS                                                                                  40

          7.1    Financial Condition Covenants...................................................................         40
          7.2    Indebtedness....................................................................................         40
          7.3    Liens...........................................................................................         41
          7.4    Fundamental Changes.............................................................................         42
          7.5    Disposition of Property.........................................................................         43
          7.6    Restricted Payments.............................................................................         43
          7.7    Capital Expenditures............................................................................         44
          7.8    Investments.....................................................................................         44
          7.9    Optional Payments and Modifications of Certain Debt Instruments.................................         46
         7.10    Transactions with Affiliates....................................................................         46
         7.11    Sales and Leasebacks............................................................................         46
         7.12    Swap Agreements.................................................................................         46
         7.13    Changes in Fiscal Periods.......................................................................         46
         7.14    Negative Pledge Clauses.........................................................................         46
         7.15    Clauses Restricting Subsidiary Distributions....................................................         46
         7.16    Lines of Business...............................................................................         47
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                       <C>
SECTION 8.            EVENTS OF DEFAULT                                                                                   47

          8.1     Events of Default...............................................................................        47
          8.2     Borrower's Right to Cure........................................................................        49

SECTION 9.            THE AGENTS                                                                                          50

          9.1    Appointment.....................................................................................         50
          9.2    Delegation of Duties............................................................................         50
          9.3    Exculpatory Provisions..........................................................................         50
          9.4    Reliance by Administrative Agent................................................................         50
          9.5    Notice of Default...............................................................................         51
          9.6    Non-Reliance on Agents and Other Lenders........................................................         51
          9.7    Indemnification.................................................................................         51
          9.8    Agent in Its Individual Capacity................................................................         52
          9.9    Successor Administrative Agent..................................................................         52
         9.10    Agent and Co-Syndication Agents.................................................................         52

SECTION 10.           MISCELLANEOUS                                                                                       52

         10.1    Amendments and Waivers..........................................................................         52
         10.2    Notices.........................................................................................         53
         10.3    No Waiver; Cumulative Remedies..................................................................         54
         10.4    Survival of Representations and Warranties......................................................         54
         10.5    Payment of Expenses and Taxes...................................................................         55
         10.6    Successors and Assigns; Participations and Assignments..........................................         55
         10.7    Adjustments; Set-off............................................................................         58
         10.8    Counterparts....................................................................................         58
         10.9    Severability....................................................................................         59
        10.10    Integration.....................................................................................         59
        10.11    GOVERNING LAW...................................................................................         59
        10.12    Submission To Jurisdiction; Waivers.............................................................         59
        10.13    Acknowledgements................................................................................         59
        10.14    Releases of Guarantees..........................................................................         60
        10.15    Confidentiality.................................................................................         60
        10.16    WAIVERS OF JURY TRIAL...........................................................................         60
        10.17    USA PATRIOT Act.................................................................................         60
</TABLE>

<PAGE>

SCHEDULES:

1.1A     Commitments
4.3      Existence; Compliance with Laws
4.6      Litigation
4.9      Intellectual Property
4.10     Tax Claims
4.15     Subsidiaries
5.1(a)   Credit Agreement; Guarantee (Non-Guarantors)
7.2(d)   Existing Indebtedness
7.3(f)   Existing Liens
7.8(e)   Existing Investments

EXHIBITS:

A        Form of Guarantee
B        Form of Compliance Certificate
C        Form of Closing Certificate
D        Form of Assignment and Assumption
E        Form of Legal Opinion of Wilson, Sonsini, Goodrich & Rosati,
         Professional Corporation
F        Form of Exemption Certificate

<PAGE>

            CREDIT AGREEMENT (this "Agreement"), dated as of August 12, 2004,
among GARTNER, INC., a Delaware corporation (the "Borrower"), the several banks
and other financial institutions or entities from time to time parties to this
Agreement (the "Lenders"), FLEET NATIONAL BANK, N.A., CITIZENS BANK OF
MASSACHUSETTS, COMERICA BANK and HSBC BANK USA, N.A., as co-syndication agents
(in such capacity, the "Co-Syndication Agents"), LASALLE BANK NATIONAL
ASSOCIATION, as agent (in such capacity, the "Agent") and JPMORGAN CHASE BANK,
as administrative agent.

            WHEREAS, on June 17, 2004 the Borrower agreed to purchase shares of
its issued and outstanding Class A common stock pursuant to that certain Stock
Purchase Agreement, dated as of June 17, 2004, among the Company and Silver Lake
Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology
Investors, L.L.C. ("the Silver Lake Purchase");

            WHEREAS, on June 22, 2004, the Borrower made an offer (the "Tender
Offer") to purchase shares of its issued and outstanding Class A common stock
and shares of its issued and outstanding Class B common stock, all as described
in that certain Tender Offer Statement on Schedule TO, as filed with the
Securities and Exchange Commission on June 22, 2004 (the "Offer to Purchase")
and together with the Silver Lake Purchase, the "Stock Repurchase"); and

            WHEREAS, to finance a portion of the Stock Repurchase and to pay
fees and expenses in connection therewith, as well as for general corporate
purposes, the Borrower has requested that the Lenders establish a $200,000,000
five-year "Tranche A" term loan facility and a $100,000,000 five-year revolving
credit facility pursuant to which term loans and revolving credit loans may be
made to the Borrower and letters of credit may be issued for the account of the
Borrower;

            NOW, THEREFORE, the Borrower, the Administrative Agent, the
Arranger, the Syndication Agent, the Agent and the Lenders agree as follows:

                              SECTION 1 DEFINITIONS

            1.1 Defined Terms. As used in this Agreement, the terms listed in
this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

            "ABR": for any day, a rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean 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 (the Prime Rate not being intended to be the lowest rate
of interest charged by JPMorgan Chase Bank in connection with extensions of
credit to debtors); "Base CD Rate" shall mean the sum of (a) the product of (i)
the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is
one and the denominator of which is one minus the CD Reserve Percentage and (b)
the CD Assessment Rate; and "Three-Month Secondary CD Rate" shall mean, for any
day, the secondary market rate for three-month certificates of deposit reported
as being in effect on such day (or, if such day shall not be a Business Day, the
next preceding Business Day) by the Board through the public information
telephone line of the Federal Reserve Bank of New York (which rate will, under
the current practices of the Board, be published in Federal Reserve Statistical
Release H.15(519) during the week following such day), or, if such rate shall
not be so reported on such day or such next preceding Business Day, the average
of the secondary market quotations for three-month certificates of deposit of
major money center banks in New York City received at approximately 10:00 A.M.,
New York City time, on such day (or, if such day shall not be a Business Day, on
the next preceding Business Day) by JPMorgan Chase Bank from three New

<PAGE>

                                                                               2

York City negotiable certificate of deposit dealers of recognized standing
selected by it. Any change in the ABR due to a change in the Prime Rate, the
Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be
effective as of the opening of business on the effective day of such change in
the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective
Rate, respectively.

            "ABR Loans": Loans the rate of interest applicable to which is based
upon the ABR.

            "Adjustment Date": as defined in the definition of Applicable
Margin.

            "Administrative Agent": JPMorgan Chase Bank, together with its
affiliates, as the arranger of the Commitments and as the administrative agent
for the Lenders under this Agreement and the other Loan Documents, together with
any of its successors.

            "Affiliate": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

            "Agent": as defined in the preamble hereto.

            "Agents": the collective reference to the Co-Syndication Agents, the
Agent and the Administrative Agent.

            "Aggregate Exposure": with respect to any Lender at any time, an
amount equal to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Term Loans and (ii) the
amount of such Lender's Revolving Commitment then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender's Revolving
Extensions of Credit then outstanding.

            "Aggregate Exposure Percentage": with respect to any Lender at any
time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure
at such time to the Aggregate Exposure of all Lenders at such time.

            "Agreement": as defined in the preamble hereto.

            "Annualized Contract Value" means, for any date, the annualized
value of all subscription research contracts of the Borrower and its
Subsidiaries in effect on such date, without regard to the duration of such
contracts, as calculated in the manner used to calculate "Contract Value" in the
Borrower's most recent annual report on Form 10-K or quarterly report on Form
10-Q, as the case may be, filed with the Securities and Exchange Commission;
provided that any material changes to the method of calculating "Annualized
Contract Value" hereunder from the method used in calculating "Contract Value"
in the Borrower's annual report on Form 10-K for the fiscal year ended December
31, 2003 shall require the consent of the Required Lenders.

<PAGE>

                                                                               3

            "Applicable Margin": for each Type of Loan or the Commitment Fee
Rate, the rate per annum set forth under the relevant column heading below:

<TABLE>
<CAPTION>
                    Consolidated      Applicable Margin for    Applicable Margin        Commitment Fee
Level              Leverage Ratio        Eurodollar Loans        for ABR Loans               Rate
-----           --------------------  ---------------------    -----------------        --------------
<S>             <C>                   <C>                      <C>                      <C>
  I              > or = 2.25 to 1.00         1.50%                  0.50%                   0.375%

 II              > or = 1.75 to 1.00         1.25%                  0.25%                   0.375%

 III             > or = 1.25 to 1.00        1.125%                 0.125%                    0.30%

                  Less than 1.25 to
 IV                     1.00                 1.00%                  0.00%                    0.25%
</TABLE>

Changes in the Applicable Margin resulting from changes in the Consolidated
Leverage Ratio shall become effective on the date (the "Adjustment Date") that
is three Business Days after the date on which financial statements are
delivered to the Lenders pursuant to Section 6.1 and shall remain in effect
until the next change to be effected pursuant to this paragraph; provided that
before the first Adjustment Date occurring after the completion of two full
fiscal quarters of the Borrower after the Closing Date, the Applicable Margin
shall be no lower than Level II (it being understood that Level I is the highest
Level and Level IV is the lowest Level). Each determination of the Consolidated
Leverage Ratio pursuant hereto shall be made in a manner consistent with the
determination thereof pursuant to Section 7.1.

            "Application": an application, in such form as the Issuing Lender
may specify from time to time, requesting the Issuing Lender to open a Letter of
Credit.

            "Approved Fund": as defined in Section 10.6(b).

            "Asset Sale": any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clause
(a), (b), (c) or (d) of Section 7.5) that yields gross proceeds to any Group
Member (valued at the initial principal amount thereof in the case of non-cash
proceeds consisting of notes or other debt securities and valued at fair market
value in the case of other non-cash proceeds) in excess of $500,000.

            "Assignee": as defined in Section 10.6(b).

            "Assignment and Assumption": an Assignment and Assumption,
substantially in the form of Exhibit D.

            "Available Revolving Commitment": as to any Revolving Lender at any
time, an amount equal to the excess, if any, of (a) such Lender's Revolving
Commitment then in effect over (b) such Lender's Revolving Extensions of Credit
then outstanding.

            "Benefitted Lender": as defined in Section 10.7(a).

            "Board": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

            "Borrower": as defined in the preamble hereto.

<PAGE>

                                                                               4

            "Borrowing Date": any Business Day specified by the Borrower as a
date on which the Borrower requests the relevant Lenders to make Loans
hereunder.

            "Business": as defined in Section 4.17(b).

            "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close, provided, that with respect to notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, such day is
also a day for trading by and between banks in Dollar deposits in the interbank
eurodollar market.

            "Capital Expenditures": for any period, with respect to any Person,
the aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries.

            "Capital Lease Obligations": as to any Person, 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, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

            "Capital Stock": 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.

            "Cash Equivalents": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by Standard & Poor's Ratings Services ("S&P") or P-1 by Moody's
Investors Service, Inc. ("Moody's"), or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within six months from the date of acquisition; (d) repurchase obligations of
any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; (g) money market mutual or similar funds that invest exclusively in
assets satisfying the requirements of clauses (a) through (f) of this
definition; or (h) money market funds that (i) comply with the criteria set
forth in SEC Rule 2a-7 under the Investment

<PAGE>

                                                                               5

Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody's
and (iii) have portfolio assets of at least $5,000,000,000.

            "CD Assessment Rate": for any day as applied to any ABR Loan, the
annual assessment rate in effect on such day that is payable by a member of the
Bank Insurance Fund maintained by the Federal Deposit Insurance Corporation (the
"FDIC") classified as well-capitalized and within supervisory subgroup "B" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section 327.4 (or any successor provision) to the FDIC (or any successor)
for the FDIC's (or such successor's) insuring time deposits at offices of such
institution in the United States.

            "CD Reserve Percentage": for any day as applied to any ABR Loan,
that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board, for determining the maximum reserve requirement for a
Depositary Institution (as defined in Regulation D of the Board as in effect
from time to time) in respect of new non-personal time deposits in Dollars
having a maturity of 30 days or more.

            "Closing Date": the date on which the conditions precedent set forth
in Section 5.1 shall have been satisfied, which date is August 12, 2004.

            "Co-Syndication Agents": as defined in the preamble hereto.

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

            "Commitment": as to any Lender, the sum of the Term Commitment and
the Revolving Commitment of such Lender.

            "Commitment Fee Rate": at any date, the rate set forth under the
heading "Commitment Fee Rate" in the definition of Applicable Margin.

            "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group that includes the Borrower and
that is treated as a single employer under Section 414 of the Code.

            "Compliance Certificate": a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit B.

            "Conduit Lender": any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 2.16, 2.17, 2.18 or 10.5 than the designating Lender
would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.

            "Confidential Information Memorandum": the Confidential Information
Memorandum dated July 2004 and furnished to certain Lenders.

<PAGE>

                                                                               6

            "Consolidated EBITDA": 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 non-cash
or non-recurring non-cash expenses or losses (including, in any event, (i) the
non-recurring special charges of, (x) $24,000,000 for the fiscal quarter ended
December 31, 2003, (y) $10,500,000 for the fiscal quarter ended March 31, 2004
and (z) $9,100,000 for the fiscal quarter ended June 30, 2004), (ii) stock
compensation expense, (iii) loss on investments excluding marketable securities,
(iv) writeoffs of fixed assets not included in depreciation and (v) writeoffs or
impairment of any goodwill or intangible assets), and minus, (a) to the extent
included in the statement of such Consolidated Net Income for such period, the
sum of (i) interest income, (ii) any extraordinary non-cash or non-recurring
non-cash income or gains (including, whether or not otherwise includable as a
separate item in the statement of such Consolidated Net Income for such period,
gains on the sales of assets outside of the ordinary course of business), (iii)
income tax credits (to the extent not netted from income tax expense) and (iv)
any other non-cash income and (b) any cash payments made during such period in
respect of items described in clause (e) above subsequent to the fiscal quarter
in which the relevant non-cash expenses or losses were reflected as a charge in
the statement of Consolidated Net Income, all as determined on a consolidated
basis. 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 consideration by the Borrower and
its Subsidiaries in excess of $1,000,000; and "Material Disposition" means any
Disposition of property or series of related Dispositions of property that
yields gross proceeds to the Borrower or any of its Subsidiaries in excess of
$1,000,000.

            "Consolidated Fixed Charge Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA for such period less the aggregate amount
recorded on the Borrower's consolidated cash flow statement by the Borrower and
its Subsidiaries during such period on account of Capital Expenditures
(excluding the principal amount of Indebtedness (other than any Loans) incurred
in connection with such expenditures) to (b) Consolidated Fixed Charges for such
period.

            "Consolidated Fixed Charges": for any period, the sum (without
duplication) of (a) Consolidated Interest Expense for such period, (b) scheduled
payments made during such period on account of principal of Indebtedness of the
Borrower or any of its Subsidiaries (including scheduled principal payments in
respect of the Term Loans) and (c) the aggregate amount of Restricted Payments
made pursuant to 7.6(d) during such period (other than Designated Restricted
Payments made during such period).

            "Consolidated Interest Expense": for any period, total cash interest
expense (including that attributable to Capital Lease Obligations) of the
Borrower and its Subsidiaries for such period with

<PAGE>

                                                                               7

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 Swap Agreements in respect of interest rates to the extent such net costs
are allocable to such period in accordance with GAAP).

            "Consolidated Leverage Ratio": as at the last day of any period, the
ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for
such period.

            "Consolidated Net Income": 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, other than an existing Subsidiary, 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 (other
than under any Loan Document) or Requirement of Law applicable to such
Subsidiary.

            "Consolidated Net Worth": at any date, all amounts that would, in
conformity with GAAP, be included on a consolidated balance sheet of the
Borrower and its Subsidiaries under stockholders' equity at such date.

            "Consolidated Total Debt": 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.

            "Contractual Obligation": 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.

            "Cure Amount": as defined in Section 8.2.

            "Default": any of the events specified in Section 8, whether or not
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

            "Designated Restricted Payment": any Restricted Payment made
pursuant to Section 7.6(d), provided that (a) the Borrower gives notice to the
Administrative Agent at or prior to the time of such Restricted Payment
designating such Restricted Payment as a "Designated Restricted Payment", (b)
after giving effect to such Restricted Payment, the aggregate amount of
unrestricted cash and Cash Equivalents on hand of the Borrower and its
Subsidiaries is at least $100,000,000 and (c) after giving effect to such
Restricted Payment, the aggregate amount of the Designated Restricted Payment
since the date hereof is not more than $50,000,000.

            "Disposition": with respect to any property, any sale, lease, sale
and leaseback, assignment, conveyance, transfer or other disposition thereof.
The terms "Dispose" and "Disposed of" shall have correlative meanings.

            "Dollars" and "$": dollars in lawful currency of the United States.

<PAGE>

                                                                               8

            "Domestic Subsidiary": any Subsidiary of the Borrower organized
under the laws of any jurisdiction within the United States.

            "Environmental Laws": any and all applicable foreign, Federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time hereafter be in effect.

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

            "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

            "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period. In the event that such rate
does not appear on Page 3750 of the Telerate screen (or otherwise on such
screen), the "Eurodollar Base Rate" shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as
may be selected by the Administrative Agent or, in the absence of such
availability, by reference to the rate at which the Administrative Agent is
offered Dollar deposits at or about 11:00 A.M., New York City time, two Business
Days prior to the beginning of such Interest Period in the interbank eurodollar
market where its eurodollar and foreign currency and exchange operations are
then being conducted for delivery on the first day of such Interest Period for
the number of days comprised therein.

            "Eurodollar Loans": Loans the rate of interest applicable to which
is based upon the Eurodollar Rate.

            "Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such day
in accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

            "Eurodollar Tranche": the collective reference to Eurodollar Loans
under a particular Facility the then current Interest Periods with respect to
all of which begin on the same date and end on the same later date (whether or
not such Loans shall originally have been made on the same day).

            "Event of Default": any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

<PAGE>

                                                                               9

            "Facility": each of (a) the Term Commitments and the Term Loans made
thereunder (the "Term Facility") and (b) the Revolving Commitments and the
extensions of credit made thereunder (the "Revolving Facility").

            "Federal Funds Effective Rate": for any day, the weighted average 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 of the
quotations for the day of such transactions received by JPMorgan Chase Bank from
three federal funds brokers of recognized standing selected by it.

            "Fee Payment Date": (a) the third Business Day following the last
day of each March, June, September and December and (b) the last day of the
Revolving Commitment Period.

            "Foreign Subsidiary": any Subsidiary of the Borrower that is not a
Domestic Subsidiary.

            "Funded Debt": as to any Person, all Indebtedness of such Person
that matures more than one year from the date of its creation or matures within
one year from such date but is renewable or extendible, at the option of such
Person, to a date more than one year from such date or arises under a revolving
credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including all
current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date of
its creation and, in the case of the Borrower, Indebtedness in respect of the
Loans.

            "Funding Office": the office of the Administrative Agent specified
in Section 10.2 or such other office as may be specified from time to time by
the Administrative Agent as its funding office by written notice to the Borrower
and the Lenders.

            "GAAP": generally accepted accounting principles in the United
States as in effect from time to time, except that for purposes of Section 7.1,
GAAP shall be determined on the basis of such principles in effect on the date
hereof and consistent with those used in the preparation of the most recent
audited financial statements referred to in Section 4.1(b). In the event that
any "Accounting Change" (as defined below) shall occur and such change results
in a change in the method of calculation of financial covenants, standards or
terms in this Agreement, then the Borrower and the Administrative Agent agree to
enter into negotiations in order to amend such provisions of this Agreement so
as to reflect equitably such Accounting Changes with the desired result that the
criteria for evaluating the Borrower's financial condition shall be the same
after such Accounting Changes as if such Accounting Changes had not been made.
Until such time as such an amendment shall have been executed and delivered by
the Borrower, the Administrative Agent and the Required Lenders, all financial
covenants, standards and terms in this Agreement shall continue to be calculated
or construed as if such Accounting Changes had not occurred. "Accounting
Changes" refers to changes in accounting principles required by the promulgation
of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

            "Governmental Authority": any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

<PAGE>

                                                                              10

            "Group Members": the collective reference to the Borrower and its
respective Subsidiaries.

            "Guarantee": the Guarantee to be executed and delivered by each
Subsidiary Guarantor, substantially in the form of Exhibit A.

            "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation, including a reimbursement, counterindemnity or similar
obligation, of the guaranteeing person that guarantees or in effect guarantees,
or which is given to induce the creation of a separate obligation by another
Person (including any bank under any letter of credit) that guarantees or in
effect guarantees, any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other third Person (the "primary obligor") in any
manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee Obligation is made and (b) the maximum amount
for which such guaranteeing person may be liable pursuant to the terms of the
instrument embodying such Guarantee Obligation, unless such primary obligation
and the maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated liability in
respect thereof as determined by the Borrower in good faith.

            "Indebtedness": of any Person at any date, without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) all Guarantee Obligations of
such Person in respect of obligations of the kind referred to in clauses (a)
through (f) above, (h) all obligations of the kind referred to in clauses (a)
through (g) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any Lien on property
(including accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation, and
(i) for the purposes of Section 8.1(e) only, all obligations of such Person in
respect of Swap Agreements. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor.

            "IFSC": Gartner Financial Services Company, a limited company
organized under the laws of Ireland.

<PAGE>

                                                                              11

            "Insolvency": with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

            "Insolvent": pertaining to a condition of Insolvency.

            "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

            "Interest Payment Date": (a) as to any ABR Loan, the last day of
each March, June, September and December to occur while such Loan is outstanding
and the final maturity date of such Loan, (b) as to any Eurodollar Loan having
an Interest Period of three months or less, the last day of such Interest
Period, (c) as to any Eurodollar Loan having an Interest Period longer than
three months, each day that is three months, or a whole multiple thereof, after
the first day of such Interest Period and the last day of such Interest Period,
and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan), the
date of any repayment or prepayment made in respect thereof.

            "Interest Period": as to any Eurodollar Loan, (a) initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not later than 11:00 A.M., New York City time, on the date
that is three Business Days prior to the last day of the then current Interest
Period with respect thereto; provided that, all of the foregoing provisions
relating to Interest Periods are subject to the following:

            (i) if any Interest Period would otherwise end on a day that is not
      a Business Day, such Interest Period shall be extended to the next
      succeeding Business Day unless the result of such extension would be to
      carry such Interest Period into another calendar month in which event such
      Interest Period shall end on the immediately preceding Business Day;

            (ii) the Borrower may not select an Interest Period under a
      particular Facility that would extend beyond the Revolving Termination
      Date or beyond the date final payment is due on the Term Loans, as the
      case may be;

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

            (iv) the Borrower shall select Interest Periods so as not to require
      a payment or prepayment of any Eurodollar Loan during an Interest Period
      for such Loan.

            "Investments": as defined in Section 7.8.

            "Issuing Lender": JPMorgan Chase Bank or any affiliate thereof, in
its capacity as issuer of any Letter of Credit.

<PAGE>

                                                                              12

            "L/C Commitment": $10,000,000.

            "L/C Obligations": at any time, an amount equal to the sum of (a)
the aggregate then undrawn and unexpired amount of the then outstanding Letters
of Credit and (b) the aggregate amount of drawings under Letters of Credit that
have not then been reimbursed pursuant to Section 3.5.

            "L/C Participants": the collective reference to all the Revolving
Lenders other than the Issuing Lender.

            "Lenders": as defined in the preamble hereto; provided, that unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

            "Letters of Credit": as defined in Section 3.1(a).

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having substantially the
same economic effect as any of the foregoing).

            "Loan": any loan made by any Lender pursuant to this Agreement.

            "Loan Documents": this Agreement, the Guarantee, the Notes and any
amendment, waiver, supplement or other modification to any of the foregoing.

            "Loan Parties": each Group Member that is a party to a Loan
Document.

            "Majority Facility Lenders": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans or the Total Revolving Extensions of Credit, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Facility,
prior to any termination of the Revolving Commitments, the holders of more than
50% of the Total Revolving Commitments).

            "Margin Stock": "margin stock" as defined in Regulation U.

            "Material Adverse Effect": a material adverse effect on (a) the
business, property, operations, or financial condition of the Borrower and its
Subsidiaries taken as a whole or (b) the validity or enforceability of this
Agreement or any of the other Loan Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.

            "Material Subsidiary": any Subsidiary of the Borrower that holds
assets having a fair market value (as reasonably and in good faith determined by
the Chief Financial Officer of the Borrower) of $1,000,000 or more.

            "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation.

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

<PAGE>

                                                                              13

            "Net Cash Proceeds": (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received), net of attorneys' fees,
accountants' fees, investment banking fees, amounts required to be applied to
the repayment of Indebtedness secured by a Lien expressly permitted hereunder on
any asset that is the subject of such Asset Sale or Recovery Event and other
customary fees and expenses actually incurred in connection therewith and net of
taxes paid or reasonably estimated to be payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements) and (b) in connection with any issuance or sale of Capital Stock
or any incurrence of Indebtedness, the cash proceeds received from such issuance
or incurrence, net of attorneys' fees, investment banking fees, accountants'
fees, underwriting discounts and commissions and other customary fees and
expenses actually incurred in connection therewith.

            "Non-Excluded Taxes": as defined in Section 2.17(a).

            "Non-U.S. Lender": as defined in Section 2.17(d).

            "Notes": the collective reference to any promissory note evidencing
Loans.

            "Obligations": the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) the Loans and all other obligations and
liabilities of the Borrower to the Administrative Agent or to any Lender (or, in
the case of Specified Swap Agreements, any affiliate of any Lender), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, any other Loan Document, the Letters of Credit, any
Specified Swap Agreement or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent or to any
Lender that are required to be paid by the Borrower pursuant hereto) or
otherwise.

            "Other Taxes": 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 or any other Loan Document.

            "Participant": as defined in Section 10.6(c).

            "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

            "Permitted Investors": the collective reference to Silver Lake
Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology
Investors, L.L.C. and their respective Affiliates.

            "Permitted Preferred Stock": preferred stock issued by the Borrower
that (a) does not require any repurchase or redemption (other than conversion or
exchange into the common stock of the Borrower), whether contingent or not,
prior to the date that is eight months after the Revolving Termination Date and
(b) is in the Borrower's good faith opinion on terms and conditions customary in
the relevant capital markets for preferred stock issued by issuers similar to
the Borrower.

<PAGE>

                                                                              14

            "Permitted Subordinated Debt": subordinated, unsecured Indebtedness
of the Borrower that (a) requires no scheduled cash payments of principal and no
mandatory repurchase or redemption obligations prior to the date that is eight
months after the Revolving Termination Date, other than in connection with a
change of control of Borrower or similar event, (b) does not impose any
financial "maintenance" (as distinct from "incurrence") covenants on the
Borrower or any of the Subsidiaries, (c) is not guaranteed by any Subsidiaries
and (d) contains customary subordination terms that are reasonably acceptable to
the Administrative Agent.

            "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

            "Plan": at a particular time, any employee benefit plan that is
covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Pro Forma Balance Sheet": as defined in Section 4.1(a).

            "Projections": as defined in Section 6.2(c).

            "Properties": as defined in Section 4.17(a).

            "Recovery Event": any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any asset of any Group Member.

            "Register": as defined in Section 10.6(b).

            "Regulation U": Regulation U of the Board as in effect from time to
time.

            "Reimbursement Obligation": the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit.

            "Reinvestment Deferred Amount": with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by any Group Member in
connection therewith that are not applied to prepay the Term Loans pursuant to
Section 2.9(c) as a result of the delivery of a Reinvestment Notice.

            "Reinvestment Event": any Asset Sale or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice.

            "Reinvestment Notice": a written notice executed by a Responsible
Officer stating that no Event of Default has occurred and is continuing and that
the Borrower (directly or indirectly through a Subsidiary) intends and expects
to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or
Recovery Event to acquire or repair assets useful in its business.

            "Reinvestment Prepayment Amount": with respect to any Reinvestment
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended prior to the relevant Reinvestment Prepayment Date to acquire or repair
assets useful in the Borrower's business.

            "Reinvestment Prepayment Date": with respect to any Reinvestment
Event, the earlier of (a) the date occurring six months after such Reinvestment
Event and (b) the date on which the Borrower

<PAGE>

                                                                              15

shall have determined not to, or shall have otherwise ceased to, acquire or
repair assets useful in the Borrower's business with all or any portion of the
relevant Reinvestment Deferred Amount.

            "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

            "Reportable Event": any of the events set forth in Section 4043(c)
of ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC
Reg. Section 4043.

            "Required Lenders": at any time, the holders of more than 50% of (a)
until the Closing Date, the Commitments then in effect and (b) thereafter, the
sum of (i) the aggregate unpaid principal amount of the Term Loans then
outstanding and (ii) the Total Revolving Commitments then in effect or, if the
Revolving Commitments have been terminated, the Total Revolving Extensions of
Credit then outstanding.

            "Requirement of Law": 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.

            "Responsible Officer": the chief executive officer, president or
chief financial officer of the Borrower, but in any event, with respect to
financial matters, the chief financial officer of the Borrower.

            "Restricted Payments": as defined in Section 7.6.

            "Revolving Commitment": as to any Lender, the obligation of such
Lender, if any, to make Revolving Loans and participate in Letters of Credit in
an aggregate principal and/or face amount not to exceed the amount set forth
under the heading "Revolving Commitment" opposite such Lender's name on Schedule
1.1A or in the Assignment and Assumption pursuant to which such Lender became a
party hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original amount of the Total Revolving Commitments is $100,000,000.

            "Revolving Commitment Period": the period from and including the
Closing Date to the Revolving Termination Date.

            "Revolving Extensions of Credit": as to any Revolving Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all
Revolving Loans held by such Lender then outstanding and (b) such Lender's
Revolving Percentage of the L/C Obligations then outstanding.

            "Revolving Lender": each Lender that has a Revolving Commitment or
that holds Revolving Loans.

            "Revolving Loans": as defined in Section 2.4(a).

            "Revolving Percentage": as to any Revolving Lender at any time, the
percentage which such Lender's Revolving Commitment then constitutes of the
Total Revolving Commitments or, at any time after the Revolving Commitments
shall have expired or terminated, the percentage which the aggregate principal
amount of such Lender's Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding, provided,
that, in the event that the

<PAGE>

                                                                              16

Revolving Loans are paid in full prior to the reduction to zero of the Total
Revolving Extensions of Credit, the Revolving Percentages shall be determined in
a manner designed to ensure that the other outstanding Revolving Extensions of
Credit shall be held by the Revolving Lenders on a comparable basis.

            "Revolving Termination Date": August 12, 2009.

            "SEC": the Securities and Exchange Commission, any successor thereto
and any analogous Governmental Authority.

            "Senior Notes": any notes of the Borrower issued after the Closing
Date permitted under Section 7.2(h).

            "Single Employer Plan": any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan.

            "Solvent": when used with respect to any Person, means that, as of
any date of determination, (a) the amount of the "present fair saleable value"
of the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

            "Specified Change of Control": a "Change of Control" (or any other
defined term having a similar purpose) as defined in the agreements governing
Senior Notes.

            "Specified Swap Agreement": any Swap Agreement entered into by the
Borrower and any Lender or affiliate thereof in respect of interest rates,
currency exchange rates or commodity prices.

            "Subsidiary": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

            "Subsidiary Guarantor": each Subsidiary of the Borrower other than
(i) any Foreign Subsidiary and (ii) those Subsidiaries listed on Schedule 5.1(a)
hereto.

            "Swap Agreement": any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more

<PAGE>

                                                                              17

rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these
transactions; provided that no phantom stock or similar plan providing for
payments only on account of services provided by current or former directors,
officers, employees or consultants of the Borrower or any of its Subsidiaries
shall be a "Swap Agreement".

            "Term Commitment": as to any Lender, the obligation of such Lender,
if any, to make a Term Loan to the Borrower in a principal amount not to exceed
the amount set forth under the heading "Term Commitment" opposite such Lender's
name on Schedule 1.1A. The original aggregate amount of the Term Commitments is
$200,000,000.

            "Term Lender": each Lender that has a Term Commitment or that holds
a Term Loan.

            "Term Loan": as defined in Section 2.1.

            "Term Percentage": as to any Term Lender at any time, the percentage
which such Lender's Term Commitment then constitutes of the aggregate Term
Commitments (or, at any time after the Closing Date, the percentage which the
aggregate principal amount of such Lender's Term Loans then outstanding
constitutes of the aggregate principal amount of the Term Loans then
outstanding).

            "Total Revolving Commitments": at any time, the aggregate amount of
the Revolving Commitments then in effect.

            "Total Revolving Extensions of Credit": at any time, the aggregate
amount of the Revolving Extensions of Credit of the Revolving Lenders
outstanding at such time.

            "Transaction": the Stock Repurchase, the financing related thereto
and the Loans to be made on the Closing Date (together with the use of proceeds
thereof).

            "Transferee": any Assignee or Participant.

            "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar
Loan.

            "United States": the United States of America.

            "Wholly Owned Subsidiary": as to any Person, any other Person all of
the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.

            "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor that
is a Wholly Owned Subsidiary of the Borrower.

            1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

            (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the

<PAGE>

                                                                              18

word "incur" shall be construed to mean incur, create, issue, assume, become
liable in respect of or suffer to exist (and the words "incurred" and
"incurrence" shall have correlative meanings), (iv) 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,
Capital Stock, securities, revenues, accounts, leasehold interests and contract
rights, and (v) references to agreements or other Contractual Obligations shall,
unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from time
to time.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

            (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                   SECTION 2 AMOUNT AND TERMS OF COMMITMENTS

            2.1 Term Commitments. Subject to the terms and conditions hereof,
each Term Lender severally agrees to make a term loan (a "Term Loan") to the
Borrower on the Closing Date in an amount not to exceed the amount of the Term
Commitment of such Lender. The Term Loans may from time to time be Eurodollar
Loans or ABR Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 2.10.

            2.2 Procedure for Term Loan Borrowing. The Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, one Business Day
prior to the anticipated Closing Date) requesting that the Term Lenders make the
Term Loans on the Closing Date and specifying the amount to be borrowed. The
Term Loans made on the Closing Date shall initially be ABR Loans. Upon receipt
of such notice the Administrative Agent shall promptly notify each Term Lender
thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each
Term Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Term Loan or Term
Loans to be made by such Lender. The Administrative Agent shall credit the
account of the Borrower on the books of such office of the Administrative Agent
with the aggregate of the amounts made available to the Administrative Agent by
the Term Lenders in immediately available funds.

            2.3 Repayment of Term Loans. The Term Loan of each Lender shall
mature in 20 consecutive quarterly installments, each of which shall be in an
amount equal to such Lender's Term Percentage multiplied by the amount set forth
below opposite such installment:

<TABLE>
<CAPTION>
   Installment                                              Principal Amount
   -----------                                              ----------------
<S>                                                         <C>
October 31, 2004                                               $10,000,000

January 31, 2005                                               $10,000,000

 April 30, 2005                                                $10,000,000

 July 31, 2005                                                 $10,000,000

October 31, 2005                                               $10,000,000

January 31, 2006                                               $10,000,000
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      Installment                                              Principal Amount
      -----------                                              ----------------
<S>                                                            <C>
     April 30, 2006                                               $10,000,000

      July 31, 2006                                               $10,000,000

    October 31, 2006                                              $10,000,000

    January 31, 2007                                              $10,000,000

     April 30, 2007                                               $10,000,000

      July 31, 2007                                               $10,000,000

    October 31, 2007                                              $10,000,000

    January 31, 2008                                              $10,000,000

     April 30, 2008                                               $10,000,000

      July 31, 2008                                               $10,000,000

    October 31, 2008                                              $10,000,000

    January 31, 2009                                              $10,000,000

     April 30, 2009                                               $10,000,000

Revolving Termination Date                                        $10,000,000
</TABLE>

            2.4 Revolving Commitments. (a) Subject to the terms and conditions
hereof, each Revolving Lender severally agrees to make revolving credit loans
("Revolving Loans") to the Borrower from time to time during the Revolving
Commitment Period in an aggregate principal amount at any one time outstanding
which, when added to such Lender's Revolving Percentage of the L/C Obligations
then outstanding does not exceed the amount of such Lender's Revolving
Commitment. During the Revolving Commitment Period the Borrower may use the
Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in
part, and reborrowing, all in accordance with the terms and conditions hereof.
The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as
determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.5 and 2.10.

            (b) The Borrower shall repay all outstanding Revolving Loans on the
Revolving Termination Date.

            2.5 Procedure for Revolving Loan Borrowing. The Borrower may borrow
under the Revolving Commitments during the Revolving Commitment Period on any
Business Day, provided that the Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 12:00 Noon, New York City time, (a) three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business
Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided
that any such notice of a borrowing of ABR Loans under the Revolving Facility to
finance payments required by Section 3.5 may be given not later than 10:00 A.M.,
New York City time, on the date of the proposed borrowing), specifying (i) the
amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing
Date and (iii) in the case of Eurodollar Loans, the respective amounts of each
such Type of Loan and the respective lengths of the initial Interest Period
therefor. Any Revolving Loans made on the Closing Date shall initially be ABR
Loans. Each borrowing under the Revolving Commitments shall be in an amount
equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof
(or, if the then aggregate Available Revolving Commitments are less than
$1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of
any such notice from the Borrower, the Administrative Agent shall promptly
notify each Revolving Lender thereof. Each

<PAGE>

                                                                              20

Revolving Lender will make the amount of its pro rata share of each borrowing
available to the Administrative Agent for the account of the Borrower at the
Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of such
office with the aggregate of the amounts made available to the Administrative
Agent by the Revolving Lenders and in like funds as received by the
Administrative Agent.

            2.6 Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee
for the period from and including the date hereof to the last day of the
Revolving Commitment Period, computed at the Commitment Fee Rate on the average
daily amount of the Available Revolving Commitment of such Lender during the
period for which payment is made, payable quarterly in arrears on each Fee
Payment Date, commencing on the first such date to occur after the date hereof.

            (b) The Borrower agrees to pay to the Administrative Agent the fees
in the amounts and on the dates as set forth in any fee agreements with the
Administrative Agent and to perform any other obligations contained therein.

            2.7 Termination or Reduction of Revolving Commitments. The Borrower
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the Revolving Commitments or, from time to
time, to reduce the amount of the Revolving Commitments; provided that no such
termination or reduction of Revolving Commitments shall be permitted to the
extent that, after giving effect thereto and to any prepayments of the Revolving
Loans made on the effective date thereof, the Total Revolving Extensions of
Credit would exceed the Total Revolving Commitments. Any such reduction shall be
in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce
permanently the Revolving Commitments then in effect.

            2.8 Optional Prepayments. The Borrower may at any time and from time
to time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Administrative Agent no later than 11:00
A.M., New York City time, three Business Days prior thereto, in the case of
Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business
Day prior thereto, in the case of ABR Loans, which notice shall specify the date
and amount of prepayment and whether the prepayment is of Eurodollar Loans or
ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than
the last day of the Interest Period applicable thereto, the Borrower shall also
pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice
the Administrative Agent shall promptly notify each relevant Lender thereof. If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of
Revolving Loans that are ABR Loans) accrued interest to such date on the amount
prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an
aggregate principal amount of $1,000,000 or a whole multiple thereof.

            2.9 Mandatory Prepayments and Commitment Reductions. (a) (i) If any
Capital Stock (other than stock, stock options and other equity based awards
granted directly or indirectly to employees, officers, consultants or directors,
directors' qualifying shares and stock issued to another Group Member or in
connection with an acquisition by the Borrower or any of its Subsidiaries
otherwise permitted by this Agreement) shall be issued by any Group Member, an
amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the
date of such issuance toward the prepayment of the Term Loans as set forth in
Section 2.9(c).

<PAGE>

                                                                              21

            (ii) If the Senior Notes are issued by the Borrower, an amount equal
to 50% of the Net Cash Proceeds thereof shall be applied on the date of such
issuance toward the prepayment of the Term Loans as set forth in Section 2.9(c).

            (b) If on any date any Group Member shall receive Net Cash Proceeds
from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall
be delivered in respect thereof, an amount equal to 50% such Net Cash Proceeds
shall be applied on such date toward the prepayment of the Term Loans as set
forth in Section 2.9(c); provided, that, notwithstanding the foregoing, on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied toward
the prepayment of the Term Loans as set forth in Section 2.9(c).

            (c) Amounts to be applied in connection with prepayments made
pursuant to Section 2.9 shall be applied to the prepayment of the Term Loans in
accordance with Section 2.15(b). The application of any prepayment pursuant to
Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans.
Each prepayment of the Loans under Section 2.9 shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.

            2.10 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent prior irrevocable notice of such election no later than
11:00 A.M., New York City time, on the Business Day preceding the proposed
conversion date, provided that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans by giving
the Administrative Agent prior irrevocable notice of such election no later than
11:00 A.M., New York City time, on the third Business Day preceding the proposed
conversion date (which notice shall specify the length of the initial Interest
Period therefor), provided that no ABR Loan under a particular Facility may be
converted into a Eurodollar Loan when any Event of Default has occurred and is
continuing and the Administrative Agent or the Majority Facility Lenders in
respect of such Facility have determined in its or their sole discretion not to
permit such conversions. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.

            (b) Any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan under a particular Facility may be continued as such
when any Event of Default has occurred and is continuing and the Administrative
Agent has or the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such continuations, and
provided, further, that if the Borrower shall fail to give any required notice
as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Loans shall be automatically converted to
ABR Loans on the last day of such then expiring Interest Period. Upon receipt of
any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.

            2.11 Limitations on Eurodollar Tranches. Notwithstanding anything to
the contrary in this Agreement, all borrowings, conversions and continuations of
Eurodollar Loans and all selections of Interest Periods shall be in such amounts
and be made pursuant to such elections so that, (a) after giving effect thereto,
the aggregate principal amount of the Eurodollar Loans comprising each
Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall
be outstanding at any one time.

<PAGE>

                                                                              22

            2.12 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

            (b) Each ABR Loan shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin.

            (c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement
Obligations (whether or not overdue) shall bear interest at a rate per annum
equal to (x) in the case of the Loans, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this Section plus 2%
or (y) in the case of Reimbursement Obligations, the rate applicable to ABR
Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any commitment fee
or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate then applicable to ABR Loans
under the relevant Facility plus 2% (or, in the case of any such other amounts
that do not relate to a particular Facility, the rate then applicable to ABR
Loans under the Revolving Facility plus 2%), in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount
is paid in full (as well after as before judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.

            2.13 Computation of Interest and Fees. (a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed, except that, with respect to ABR Loans the rate of interest
on which is calculated on the basis of the Prime Rate, the interest thereon
shall be calculated on the basis of a 365- (or 366-, as the case may be) day
year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.12(a).

            2.14 Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

            (a) the Administrative Agent shall have determined (which
      determination shall be conclusive and binding upon the Borrower) that, by
      reason of circumstances affecting the relevant market, adequate and
      reasonable means do not exist for ascertaining the Eurodollar Rate for
      such Interest Period, or

            (b) the Administrative Agent shall have received notice from the
      Majority Facility Lenders in respect of the relevant Facility that the
      Eurodollar Rate determined or to be

<PAGE>

                                                                              23

      determined for such Interest Period will not adequately and fairly reflect
      the cost to such Lenders (as conclusively certified by such Lenders) of
      making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as ABR Loans,
(y) any Loans under the relevant Facility that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility
shall be converted, on the last day of the then-current Interest Period, to ABR
Loans. Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Loans under the relevant Facility shall be made or continued
as such, nor shall the Borrower have the right to convert Loans under the
relevant Facility to Eurodollar Loans.

            2.15 Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee and any reduction of the Commitments of the Lenders shall be
made pro rata according to the respective Term Percentages or Revolving
Percentages, as the case may be, of the relevant Lenders.

            (b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans then
held by the Term Lenders. The amount of each principal prepayment of the Term
Loans shall be applied to reduce the then remaining installments of the Term
Loans pro rata based upon the then remaining principal amounts thereof. Amounts
prepaid on account of the Term Loans may not be reborrowed.

            (c) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Lenders.

            (d) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

            (e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon, at a

<PAGE>

                                                                              24

rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, for the period until such Lender makes such
amount immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If
such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days after such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans under
the relevant Facility, on demand, from the Borrower.

            (f) Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment due to be made by the
Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders their
respective pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per
annum equal to the daily average Federal Funds Effective Rate. Nothing herein
shall be deemed to limit the rights of the Administrative Agent or any Lender
against the Borrower.

            2.16 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

            (i) shall subject any Lender to any tax of any kind whatsoever with
      respect to this Agreement, any Letter of Credit, any Application or any
      Eurodollar Loan made by it, or change the basis of taxation of payments to
      such Lender in respect thereof (except for Non-Excluded Taxes, which are
      covered by Section 2.17 and changes in the rate of tax on the overall net
      income of such Lender);

            (ii) shall impose, modify or hold applicable any reserve, special
      deposit, compulsory loan or similar requirement against assets held by,
      deposits or other liabilities in or for the account of, advances, loans or
      other extensions of credit by, or any other acquisition of funds by, any
      office of such Lender that is not otherwise included in the determination
      of the Eurodollar Rate; or

            (iii) shall impose on such Lender any other condition affecting this
      Agreement;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable. If any Lender becomes entitled
to claim any additional amounts pursuant to this paragraph, it shall promptly
notify the Borrower (with a copy to the Administrative Agent) of the event by
reason of which it has become so entitled.

<PAGE>

                                                                              25

            (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction.

            (c) A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall set forth in reasonable detail the calculation of
such amounts and shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Borrower shall not
be required to compensate a Lender pursuant to this Section for any amounts
incurred more than nine months prior to the date that such Lender notifies the
Borrower of such Lender's intention to claim compensation therefor; provided
that, if the circumstances giving rise to such claim have a retroactive effect,
then such nine-month period shall be extended to include the period of such
retroactive effect. The obligations of the Borrower pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

            2.17 Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding net
income taxes and franchise taxes (imposed in lieu of net income taxes) imposed
on the Administrative Agent or any Lender by the jurisdiction under the laws of
which the Administrative Agent or such Lender is organized or as a result of a
present or former connection between the Administrative Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document) (such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, the "Non-Excluded Taxes"). If any Non-Excluded Taxes or Other
Taxes are required to be withheld from any amounts payable to the Administrative
Agent or any Lender hereunder, the amounts so payable to the Administrative
Agent or such Lender shall be increased to the extent necessary to yield to the
Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and
Other Taxes including any such taxes imposed on amounts payable under this
Section) interest or any such other amounts payable hereunder at the rates or in
the amounts specified in this Agreement, provided, however, that the Borrower
shall not be required to increase any such amounts payable to the Administrative
Agent or any Lender with respect to any Non-Excluded Taxes (i) that are
attributable to such Lender's failure to comply with the requirements of
paragraph (d) or (e) of this Section or (ii) that are United States withholding
taxes imposed on amounts payable to the Administrative Agent or such Lender at
the time the Administrative Agent or such Lender becomes a party to this
Agreement or designates a new lending office, except to the extent that the
Administrative Agent or such Lender (or its assignor (if any)) was entitled,
immediately prior to such designation of a new lending office (or assignment),
to receive additional amounts from the Borrower with respect to such
Non-Excluded Taxes pursuant to this paragraph.

<PAGE>

                                                                              26

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

            (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by
the Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. If the Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

            (d) Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit F and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

            (e) A Lender that is entitled to an exemption from or reduction of
non-U.S. 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, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.

            (f) If the Administrative Agent or any Lender determines, in its
sole discretion, that it has received a refund of any Non-Excluded Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect
to which the Borrower has paid additional amounts pursuant to this Section 2.17,
it shall pay over such refund to the Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this
Section 2.17 with respect to the Non-Excluded Taxes or Other Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent
or such Lender and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in

<PAGE>

                                                                              27

the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This paragraph shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
the Borrower or any other Person.

            (g) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

            2.18 Indemnity. The Borrower agrees to indemnify each Lender for,
and to hold each Lender harmless from, any loss or expense that such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans after the
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment of Eurodollar Loans on a day that is not the last day of
an Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest that would
have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate
of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market. A certificate setting forth
the calculation in reasonable detail as to any amounts payable pursuant to this
Section submitted to the Borrower by any Lender shall be conclusive in the
absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

            2.19 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.16 or 2.17(a)
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 2.16 or 2.17(a).

            2.20 Replacement of Lenders. The Borrower shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.16 or 2.17(a) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action
under Section 2.19 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 2.16 or 2.17(a), (iv) the replacement financial
institution shall purchase, at par, all Loans and other amounts owing to such
replaced Lender on or prior to the date of replacement, (v) the Borrower shall
be liable to such replaced Lender under Section 2.18 if any Eurodollar Loan
owing to such replaced Lender shall be purchased other than on the last day of
the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 10.6 (provided that the
Borrower shall be obligated to pay the registration and processing fee referred
to therein), (viii) until such time as such replacement shall be

<PAGE>

                                                                              28

consummated, the Borrower shall pay all additional amounts (if any) required
pursuant to Section 2.16 or 2.17(a), as the case may be, and (ix) any such
replacement shall not be deemed to be a waiver of any rights that the Borrower,
the Administrative Agent or any other Lender shall have against the replaced
Lender.

                          SECTION 3. LETTERS OF CREDIT

            3.1 L/C Commitment. (a) Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Revolving Lenders
set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of
Credit") for the account of the Borrower on any Business Day during the
Revolving Commitment Period in such form as may be approved from time to time by
the Issuing Lender; provided that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the
Available Revolving Commitments would be less than zero. Each Letter of Credit
shall (i) be denominated in Dollars and (ii) expire no later than the earlier of
(x) the first anniversary of its date of issuance and (y) the date that is five
Business Days prior to the Revolving Termination Date, provided that any Letter
of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (y) above).

            (b) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit if such issuance would conflict with, or cause the Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.

            3.2 Procedure for Issuance of Letter of Credit. The Borrower may
from time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed to by the
Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. The
Issuing Lender shall promptly furnish to the Administrative Agent, which shall
in turn promptly furnish to the Lenders, notice of the issuance of each Letter
of Credit (including the amount thereof).

            3.3 Fees and Other Charges. (a) The Borrower will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurodollar Loans under the Revolving Facility,
shared ratably among the Revolving Lenders and payable quarterly in arrears on
each Fee Payment Date after the issuance date. In addition, the Borrower shall
pay to the Issuing Lender for its own account a fronting fee of 0.25% per annum
on the undrawn and unexpired amount of each Letter of Credit, payable quarterly
in arrears on each Fee Payment Date after the issuance date.

            (b) In addition to the foregoing fees, the Borrower shall pay or
reimburse the Issuing Lender for such normal and customary costs and expenses as
are incurred or charged by the Issuing

<PAGE>

                                                                              29

Lender in issuing, negotiating, effecting payment under, amending or otherwise
administering any Letter of Credit.

            3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from the Issuing Lender, on
the terms and conditions set forth below, for such L/C Participant's own account
and risk an undivided interest equal to such L/C Participant's Revolving
Percentage in the Issuing Lender's obligations and rights under and in respect
of each Letter of Credit and the amount of each draft paid by the Issuing Lender
thereunder. Each L/C Participant agrees with the Issuing Lender that, if a draft
is paid under any Letter of Credit for which the Issuing Lender is not
reimbursed in full by the Borrower in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at
the Issuing Lender's address for notices specified herein an amount equal to
such L/C Participant's Revolving Percentage of the amount of such draft, or any
part thereof, that is not so reimbursed. Each L/C Participant's obligation to
pay such amount shall be absolute and unconditional and shall not be affected by
any circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such L/C Participant may have against the Issuing Lender, the
Borrower or any other Person for any reason whatsoever, (ii) the occurrence or
continuance of a Default or an Event of Default or the failure to satisfy any of
the other conditions specified in Section 5, (iii) any adverse change in the
condition (financial or otherwise) of the Borrower, (iv) any breach of this
Agreement or any other Loan Document by the Borrower, any other Loan Party or
any other L/C Participant or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

            (b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion
of any payment made by the Issuing Lender under any Letter of Credit is paid to
the Issuing Lender within three Business Days after the date such payment is
due, such L/C Participant shall pay to the Issuing Lender on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
Funds Effective Rate during the period from and including the date such payment
is required to the date on which such payment is immediately available to the
Issuing Lender, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any L/C Participant pursuant to Section
3.4(a) is not made available to the Issuing Lender by such L/C Participant
within three Business Days after the date such payment is due, the Issuing
Lender shall be entitled to recover from such L/C Participant, on demand, such
amount with interest thereon calculated from such due date at the rate per annum
applicable to ABR Loans under the Revolving Facility. A certificate of the
Issuing Lender submitted to any L/C Participant with respect to any amounts
owing under this Section shall be conclusive in the absence of manifest error.

            (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 3.4(a), the Issuing Lender
receives any payment related to such Letter of Credit (whether directly from the
Borrower or otherwise, including proceeds of collateral applied thereto by the
Issuing Lender), or any payment of interest on account thereof, the Issuing
Lender will distribute to such L/C Participant its pro rata share thereof;
provided, however, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.

            3.5 Reimbursement Obligation of the Borrower. If any draft is paid
under any Letter of Credit, the Borrower shall reimburse the Issuing Lender for
the amount of (a) the draft so paid and (b) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Lender in connection with such
payment, not later than 12:00 Noon, New York City time, on (i) the Business Day
that the Borrower
<PAGE>

                                                                              30

receives notice of such draft, if such notice is received on such day prior to
10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the
Business Day immediately following the day that the Borrower receives such
notice. Each such payment shall be made to the Issuing Lender at its address for
notices referred to herein in Dollars and in immediately available funds.
Interest shall be payable on any such amounts from the date on which the
relevant draft is paid until payment in full at the rate set forth in (x) until
the Business Day next succeeding the date of the relevant notice, Section
2.12(b) and (y) thereafter, Section 2.12(c).

            3.6 Obligations Absolute. The Borrower's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment that the
Borrower may have or have had against the Issuing Lender, any beneficiary of a
Letter of Credit or any other Person. The Borrower also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible for, and the Borrower's
Reimbursement Obligations under Section 3.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Issuing Lender. The Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct, shall be binding on the Borrower and shall not result in any
liability of the Issuing Lender to the Borrower.

            3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower of the date and amount thereof. The responsibility of the Issuing
Lender to the Borrower in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

            3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                    SECTION 4. REPRESENTATIONS AND WARRANTIES

            To induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Borrower hereby represents and warrants to the Administrative Agent
and each Lender that:

            4.1 Financial Condition. (a) The unaudited pro forma consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at March 31,
2004 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of
which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (i) the consummation of
the Transaction and (ii) the payment of fees and expenses in connection with the
foregoing. The Pro Forma Balance Sheet has been prepared based on the
information available to the Borrower after due inquiry as of the date of
delivery thereof, and presents fairly, in all material respects, on a pro forma
basis the

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                                                                              31

estimated financial position of Borrower and its consolidated Subsidiaries as at
March 31, 2004, assuming that the events specified in the preceding sentence had
actually occurred at such date.

            (b) The audited consolidated balance sheets of the Borrower and its
consolidated Subsidiaries as at September 30, 2002, December 31, 2002 and
December 31, 2003, and the related consolidated statements of operations and of
cash flows for the year ended September 30, 2002, the three-month period ended
December 31, 2002, and the year ended December 31, 2003, reported on by and
accompanied by an unqualified report from KPMG LLP, present fairly, in all
material respects, the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of its
operations and its consolidated cash flows for the respective fiscal periods
then ended. The unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at March 31, 2004, and the related unaudited
consolidated statements of operations and cash flows for the three-month period
ended on such date, present fairly, in all material respects, the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at such
date, and the consolidated results of its operations and its consolidated cash
flows for the three-month period then ended (subject to normal year-end audit
adjustments). All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by the aforementioned firm
of accountants and disclosed therein). No Group Member has any material
Guarantee Obligations, 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. During the period from
December 31, 2003 to and including the date hereof there has been no Disposition
by any Group Member of any material part of its business or property.

            4.2 No Change. Since December 31, 2003, there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

            4.3 Existence; Compliance with Law. Each Group Member (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, except as disclosed on Schedule 4.3 hereto,
(b) has the power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation or other organization and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification and (d) is in compliance with all
Requirements of Law; except, in each case except clause (a), to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

            4.4 Power; Authorization; Enforceable Obligations. Each Loan Party
has the power and authority, and the legal right, to make, deliver and perform
the Loan Documents to which it is a party and, in the case of the Borrower, to
obtain extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the Transaction and the extensions of credit hereunder or
with the execution, delivery, performance, validity or enforceability of this
Agreement or any of the Loan Documents. Each Loan Document has been duly
executed and delivered on behalf of each Loan Party party thereto. This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party
thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or

<PAGE>

                                                                              32

similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).

            4.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any material Contractual Obligation of any Group Member
and will not result in, or require, the creation or imposition of any Lien on
any of their respective properties or revenues pursuant to any Requirement of
Law or any such material Contractual Obligation. No Requirement of Law
applicable to the Borrower or any of its Subsidiaries could reasonably be
expected to have a Material Adverse Effect.

            4.6 Litigation. Except as disclosed on Schedule 4.6 hereto, no
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against any Group Member or against any of their respective
properties or revenues (a) with respect to any of the Loan Documents or any of
the transactions contemplated hereby or thereby, or (b) that could reasonably be
expected to have a Material Adverse Effect.

            4.7 No Default. No Group Member 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.

            4.8 Ownership of Property; Liens. Each Group Member has title in fee
simple to, or a valid leasehold interest in, all its real property, and good
title to, or a valid leasehold interest in, all its other property, and none of
such property is subject to any Lien except as permitted by Section 7.3.

            4.9 Intellectual Property. Each Group Member owns, or is licensed to
use, all Intellectual Property necessary for the conduct of its business as
currently conducted, except as could not reasonably be expected to have a
Material Adverse Effect. Except as disclosed on Schedule 4.9 hereto, no material
claim has been asserted and is pending by any Person challenging or questioning
the use of any Intellectual Property or the validity or effectiveness of any
Intellectual Property. The use of Intellectual Property by each Group Member, to
such Group Member's knowledge, does not infringe on the rights of any Person in
any material respect.

            4.10 Taxes. Each Group Member has filed or caused to be filed all
Federal, material state and other material tax returns that are required to be
filed and has paid all taxes shown to be due and payable on said returns or on
any assessments made against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any Governmental
Authority (other than any the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the relevant
Group Member); no tax Lien has been filed, and, to the knowledge of the
Borrower, other than as disclosed on Schedule 4.10, no claim is being asserted,
with respect to any such tax, fee or other charge.

            4.11 Federal Regulations. No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used (a) 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
for any purpose that violates the provisions of the Regulations of the Board or
(b) for any 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.

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                                                                              33

            4.12 Labor Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against any Group Member pending or, to the
knowledge of the Borrower, threatened; (b) hours worked by and payment made to
employees of each Group Member have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law dealing with such
matters; and (c) all payments due from any Group Member on account of employee
health and welfare insurance have been paid or accrued as a liability on the
books of the relevant Group Member.

            4.13 ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen, during such five-year period. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan that
has resulted or could reasonably be expected to result in a material liability
under ERISA, and neither the Borrower nor any Commonly Controlled Entity would
become subject to any material liability under ERISA if the Borrower or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent.

            4.14 Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

            4.15 Subsidiaries. Except as disclosed to the Administrative Agent
by the Borrower in writing from time to time after the Closing Date, (a)
Schedule 4.15 sets forth the name and jurisdiction of incorporation of each
Subsidiary and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by any Loan Party and (b) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees, officers,
consultants or directors or stock issued pursuant to the Borrower's stock
purchase plans to employees, officers, consultants or directors and directors'
qualifying shares) of any nature relating to any Capital Stock of any
Subsidiary, except as created by the Loan Documents.

            4.16 Use of Proceeds. The proceeds of the Term Loans shall be used
to finance a portion of the Transaction and to pay related fees and expenses.
The proceeds of the Revolving Loans shall be used to finance a portion of the
Transaction, to pay related fees and expenses and for general corporate
purposes. The Letters of Credit shall be used for general corporate purposes.

            4.17 Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

            (a) to the Borrower's knowledge, the facilities and properties
owned, leased or operated by any Group Member (the "Properties") do not contain,
and have not previously contained, any Materials of Environmental Concern in
amounts or concentrations or under circumstances that constitute or constituted
a violation of, or could give rise to liability under, any Environmental Law;

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                                                                              34

            (b) no Group Member has received or is aware of any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the business operated by any Group Member
(the "Business"), nor does the Borrower have knowledge or reason to believe that
any such notice will be received or is being threatened;

            (c) to the Borrower's knowledge, Materials of Environmental Concern
have not been transported or disposed of by any Group Member from the Properties
in violation of, or in a manner or to a location that could give rise to
liability under, any Environmental Law, nor have any Materials of Environmental
Concern been generated, treated, stored or disposed of by any Group Member at,
on or under any of the Properties in violation of, or in a manner that could
give rise to liability under, any applicable Environmental Law;

            (d) no judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding to which any Group Member is
subject under any Environmental Law with respect to the Properties or the
Business;

            (e) to the Borrower's knowledge, there has been no release or threat
of release of Materials of Environmental Concern at or from the Properties, or
arising from or related to the operations of any Group Member in connection with
the Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could give rise to liability under Environmental
Laws;

            (f) to the Borrower's knowledge, the Properties and all operations
at the Properties are in compliance, and have in the last five years been in
compliance, with all applicable Environmental Laws, and there is no
contamination at, under or about the Properties or violation of any
Environmental Law with respect to the Properties or the Business; and

            (g) no Group Member has assumed any liability of any other Person
under Environmental Laws.

            4.18 Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or written statement
furnished by or on behalf of any Loan Party to the Administrative Agent or the
Lenders, or any of them, for use in connection with the transactions
contemplated by this Agreement or the other Loan Documents, taken as a whole,
contained as of the date such statement, information, document or certificate
was so furnished (or, in the case of the Confidential Information Memorandum, as
of the date of this Agreement), any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements contained
herein or therein not misleading. The projections and pro forma financial
information contained in the materials referenced above are based upon good
faith estimates and assumptions believed by management of the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as fact
and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a
material amount. There is no fact known to any Loan Party that could reasonably
be expected to have a Material Adverse Effect that has not been expressly
disclosed herein (including the Schedules hereto), in the other Loan Documents,
in the Confidential Information Memorandum or in any other documents,
certificates and statements furnished to the Administrative Agent and the
Lenders for use in connection with the transactions contemplated hereby and by
the other Loan Documents.

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                                                                              35

            4.19 Solvency. Each Loan Party is, and after giving effect to the
Transaction and the incurrence of all Indebtedness and obligations being
incurred in connection herewith and therewith will be and will continue to be,
Solvent.

            4.20 Certain Documents. The Borrower has delivered to the
Administrative Agent a complete and correct copy of the Offer to Purchase.

                         SECTION 5. CONDITIONS PRECEDENT

            5.1 Conditions to Initial Extension of Credit. The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Closing Date, of the following conditions precedent:

            (a) Credit Agreement; Guarantee. The Administrative Agent shall have
      received (i) this Agreement, executed and delivered by the Administrative
      Agent, the Borrower and each Person listed on Schedule 1.1A and (ii) the
      Guarantee, executed and delivered by each Subsidiary Guarantor.

            (b) The Administrative Agent shall have received satisfactory
      evidence that the Credit Agreement, dated as of July 16, 1999, as amended
      and restated as of July 17, 2000, and as further amended, modified or
      supplemented from time to time, among the Borrower, the lenders party
      thereto and JPMorgan Chase Bank (formerly known as The Chase Manhattan
      Bank), as administrative agent shall have been terminated and all amounts
      thereunder shall have been paid in full.

            (c) Pro Forma Balance Sheet; Financial Statements. The Lenders shall
      have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated
      financial statements of the Borrower and its consolidated Subsidiaries for
      the 2001, 2002 and 2003 fiscal years and (iii) unaudited interim
      consolidated financial statements for each fiscal quarter ended after the
      date of the latest applicable financial statements delivered pursuant to
      clause (ii) 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 and its Consolidated
      Subsidiaries, as reflected in the financial statements or projections
      contained in the Confidential Information Memorandum.

            (d) Approvals. All governmental and third party approvals necessary
      or, in the reasonable discretion of the Administrative Agent, advisable in
      connection with the Transaction, the continuing operations of the Group
      Members 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 Transaction or the financing contemplated hereby.

            (e) Fees. The Lenders, the Administrative Agent and the Arranger
      shall have received all fees required to be paid, and all expenses for
      which invoices have been presented (including the reasonable fees and
      expenses of legal counsel), on or before the Closing Date. All such
      amounts will be paid with proceeds of Loans made on the Closing Date and
      will be reflected in the funding instructions given by the Borrower to the
      Administrative Agent on or before the Closing Date.

<PAGE>

                                                                              36

            (f) Closing Certificate; Certified Certificate of Incorporation;
      Good Standing Certificates. The Administrative Agent shall have received
      (i) a certificate of each Loan Party, dated the Closing Date,
      substantially in the form of Exhibit C, with appropriate insertions and
      attachments, including the certificate of incorporation of each Loan Party
      that is a corporation certified by the relevant authority of the
      jurisdiction of organization of such Loan Party, and (ii) a long form good
      standing certificate for each Loan Party from its jurisdiction of
      organization.

            (g) Legal Opinions. The Administrative Agent shall have received the
      legal opinion of Wilson, Sonsini, Goodrich & Rosati, Professional
      Corporation, counsel to the Borrower and its Subsidiaries, substantially
      in the form of Exhibit E. Such legal opinion shall cover such other
      matters incident to the transactions contemplated by this Agreement as the
      Administrative Agent may reasonably require.

            (h) Solvency Certificate. The Administrative Agent shall have
      received a solvency certificate satisfactory to the Administrative Agent
      from the chief financial officer of the Borrower.

            (i) No new material information shall have come to the attention of
      the Administrative Agent after the date hereof which shall have caused the
      Administrative Agent to reasonably conclude that amounts available under
      the Revolving Facility, together with the amount of cash on hand in the
      United States as indicated on the balance sheet of the Borrower for its
      most recent fiscal quarter, shall not be sufficient to meet the ongoing
      working capital needs of the Borrower and its Subsidiaries following the
      Transaction and the consummation of the other transactions contemplated
      hereby.

            (j) Existing Credit Agreement. The Credit Agreement, dated as of
      July 30, 2004, among the Borrower, the lenders party thereto and JPMorgan
      Chase Bank, as administrative agent shall have been terminated and all
      amounts owing by the Borrower thereunder shall have been paid in full.

            5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:

            (a) Representations and Warranties. Each of the representations and
      warranties made by any Loan Party in or pursuant to the Loan Documents
      shall be true and correct on and as of such date as if made on and as of
      such date unless such representation relates solely to an earlier date, in
      which case such representation shall be true and correct as of such date.

            (b) No Default. No Default or Event of Default shall have occurred
      and be continuing on such date or after giving effect to the extensions of
      credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 5.2 have been satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount
is owing to any Lender or the Administrative Agent hereunder, the Borrower shall
and shall cause each of its Subsidiaries to:

<PAGE>

                                                                              37

            6.1 Financial Statements. Furnish to the Administrative Agent and
each Lender:

            (a) as soon as available, but in any event within 90 days after the
      end of each fiscal year of the Borrower, a copy of the audited
      consolidated balance sheet of the Borrower and its consolidated
      Subsidiaries as at the end of such year and the related audited
      consolidated statements of operations 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
      KPMG LLP or other independent certified public accountants of nationally
      recognized standing; and

            (b) as soon as available, but in any event not later than 45 days
      after the end of each of the first three quarterly periods of each fiscal
      year of the Borrower, the unaudited consolidated balance sheet of the
      Borrower and its consolidated Subsidiaries as at the end of such quarter
      and the related unaudited consolidated condensed statements of operations
      and of 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 a Responsible Officer
      as being fairly stated in all material respects (subject to normal
      year-end audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied (except as approved by such accountants or officer, as the case may be,
and disclosed in reasonable detail therein and except, in the case of unaudited
financials, for the absence of footnotes) consistently throughout the periods
reflected therein and with prior periods. Reports or financial information
required to be delivered pursuant to this Section 6.1 (to the extent any such
financial statements, reports, proxy statements or other materials are included
in materials otherwise filed with the SEC) may be delivered electronically and
if so, shall be deemed to have been delivered on the date on which the Borrower
gives notice to the Administrative Agent (who shall then give notice to the
Lenders) that the Borrower has posted such report or financial information or
provides a link thereto on the Borrower's website on the internet.
Notwithstanding the foregoing, the Borrower shall deliver paper copies of any
report or financial statement referred to in this Section 6.1 to any Lender if
the Administrative Agent, on behalf and upon the request of such Lender,
requests the Borrower to furnish such paper copies.

            6.2 Certificates; Other Information. Furnish to the Administrative
Agent and each Lender (or, in the case of clause (g), to the relevant Lender):

            (a) concurrently with the delivery of the financial statements
      referred to in Section 6.1(a), a certificate of the independent certified
      public accountants reporting on such financial statements stating that in
      making the examination necessary therefor no knowledge was obtained of any
      Default or Event of Default, except as specified in such certificate (it
      being understood that such certificate shall be limited to the items that
      independent certified public accountants are permitted to cover in such
      certificates pursuant to their professional standards and customs of the
      profession);

            (b) concurrently with the delivery of any financial statements
      pursuant to Section 6.1, (i) a certificate of a Responsible Officer
      stating that, to the best of each such Responsible Officer's knowledge,
      each Loan Party during such period has observed or performed all of its
      covenants and other agreements, and satisfied every condition contained in
      this Agreement and the other Loan Documents to which it is a party to be
      observed, performed or satisfied by it, and that such Responsible Officer
      has obtained no knowledge of any Default or Event of Default except as
      specified in such certificate and (ii) in the case of quarterly or annual
      financial statements, (x) a Compliance Certificate containing all
      information and calculations necessary for determining

<PAGE>

                                                                              38

      compliance by each Group Member with the provisions of this Agreement
      referred to therein as of the last day of the fiscal quarter or fiscal
      year of the Borrower, as the case may be, and (y) to the extent not
      previously disclosed to the Administrative Agent, a description of any
      change in the jurisdiction of organization of any Loan Party since the
      date of the most recent report delivered pursuant to this clause (y) (or,
      in the case of the first such report so delivered, since the Closing
      Date);

            (c) as soon as available, and in any event no later than 45 days
      after the end of each fiscal year of the Borrower, a projected
      consolidated balance sheet of the Borrower and its Subsidiaries as of the
      end of the following fiscal year, the related consolidated statements of
      projected cash flow, projected changes in financial position and projected
      income and a description of the underlying assumptions applicable
      thereto), and, as soon as available, significant revisions, if any, of
      projections with respect to such fiscal year (collectively, the
      "Projections"), which Projections shall in each case be accompanied by a
      certificate of a Responsible Officer stating that such Projections are
      based on reasonable estimates, information and assumptions and that such
      Responsible Officer has no reason to believe that such Projections are
      incorrect or misleading in any material respect;

            (d) within 45 days after the end of each fiscal quarter of the
      Borrower other than the last fiscal quarter of the Borrower's fiscal year,
      and 90 days after the end of the Borrower's fiscal year, a narrative
      discussion and analysis of the financial condition and results of
      operations of the Borrower and its Subsidiaries for such fiscal quarter
      and for the period from the beginning of the then current fiscal year to
      the end of such fiscal quarter, as compared to the portion of the
      Projections covering such periods and to the comparable periods of the
      previous year; provided, that this requirement shall be deemed satisfied
      on delivery of the Borrower's 10-Q or 10-K, as applicable, which is in
      compliance with the Securities Exchange Act of 1934, as amended, and
      Regulation S-X;

            (e) within five days after the same are sent, copies of all
      financial statements and reports that the Borrower sends to the holders of
      any class of its debt securities or public equity securities and, within
      five days after the same are filed, copies of all financial statements and
      reports that the Borrower may make to, or file with, the SEC (which may be
      delivered in the same manner provided for in Section 6.1); and

            (f) promptly, such additional financial and other information as any
      Lender may from time to time reasonably request.

            6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the relevant Group Member.

            6.4 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and
keep in full force and effect its organizational existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 7.4 and except, in the case of clause (ii) above,
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; 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.

<PAGE>

                                                                              39

            6.5 Maintenance of Property; Insurance. (a) Keep all property useful
and necessary in its business in good working order and condition, ordinary wear
and tear excepted, except where the failure to do so could not reasonably be
expected to result in a Material Adverse Effect and (b) maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks (but including
in any event public liability, product liability and business interruption) as
are usually insured against in the same general area by companies engaged in the
same or a similar business.

            6.6 Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and account in which true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities from which financial
statements in conformity with GAAP can be prepared and (b) permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Group Members
with officers and employees of the Group Members and with their independent
certified public accountants.

            6.7 Notices. Promptly give notice to the Administrative Agent and
each Lender of:

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

            (b) any (i) default or event of default under any material
      Contractual Obligation of any Group Member or (ii) litigation,
      investigation or proceeding that may exist at any time between any Group
      Member and any Governmental Authority, that in either case, if not cured
      or if adversely determined, as the case may be, could reasonably be
      expected to have a Material Adverse Effect;

            (c) any litigation or proceeding affecting any Group Member (i) in
      which the amount involved is $10,000,000 or more and not covered by
      insurance, (ii) in which injunctive or similar relief is sought or (iii)
      which relates to any Loan Document;

            (d) the following events, as soon as possible and in any event
      within 30 days after the Borrower knows or has reason to know thereof: (i)
      the occurrence of any Reportable Event with respect to any Plan, a failure
      to make any required contribution to a Plan that could reasonably be
      expected to result in a Material Adverse Effect, the creation of any Lien
      in favor of the PBGC or a Plan or any withdrawal from, or the termination,
      Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
      institution of proceedings or the taking of any other action by the PBGC
      or the Borrower or any Commonly Controlled Entity or any Multiemployer
      Plan with respect to the withdrawal from, or the termination,
      Reorganization or Insolvency of, any Plan that is subject to Title IV of
      ERISA; and

            (e) any development or event that has had or could reasonably be
      expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

            6.8 Environmental Laws. (a) Comply in all material respects with,
and ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws, and obtain and comply in all
material respects with and maintain, and ensure that all

<PAGE>

                                                                              40

tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws.

            (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required by a Governmental
Authority to be conducted by a Group Member under Environmental Laws and
promptly comply in all material respects with all lawful orders and directives
of all Governmental Authorities regarding Environmental Laws.

            6.9 Additional Subsidiaries. With respect to any new Material
Subsidiary (other than a Foreign Subsidiary) created or acquired after the
Closing Date by any Group Member (which, for the purposes of this Section 6.10,
shall include any existing Material Subsidiary that ceases to be a Foreign
Subsidiary), promptly (i) cause such new Material Subsidiary (A) to become a
party to the Guarantee and (B) to deliver to the Administrative Agent a
certificate of such Material Subsidiary, substantially in the form of Exhibit C,
with appropriate insertions and attachments, and (ii) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

                          SECTION 7. NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount
is owing to any Lender or the Administrative Agent hereunder, the Borrower shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly:

            7.1 Financial Condition Covenants.

            (a) Consolidated Leverage Ratio. As of the last day of any fiscal
quarter from the Closing Date and all times thereafter, permit the Consolidated
Leverage Ratio, calculated as at the end of such fiscal quarter for the period
of four consecutive fiscal quarters of the Borrower then ended, to be greater
than 2.75 to 1.00.

            (b) Consolidated Fixed Charge Coverage Ratio. As of the last day of
any fiscal quarter from the Closing Date and all times thereafter, permit the
Consolidated Fixed Charge Coverage Ratio, calculated as at the end of such
fiscal quarter for the period of four consecutive fiscal quarters of the
Borrower then ended, to be less than 1.10 to 1.00.

            (c) Annualized Contract Value to Consolidated Total Debt. Permit the
ratio of (a) Annualized Contract Value as of the last day of any fiscal quarter
to (b) Consolidated Total Debt as of the last day of such fiscal quarter, to be
less than 1.25 to 1.00.

            7.2 Indebtedness. Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness, except:

            (a) Indebtedness of any Loan Party pursuant to any Loan Document;

            (b) Indebtedness of the Borrower to any Subsidiary and of any
      Subsidiary to the Borrower or any other Subsidiary; provided that
      Indebtedness of any Subsidiary that is not a Wholly Owned Subsidiary
      Guarantor to the Borrower or any Subsidiary shall be subject to Section
      7.8(g);

<PAGE>

                                                                              41

            (c) Guarantee Obligations incurred in the ordinary course of
      business by the Borrower or any of its Subsidiaries of obligations of the
      Borrower or any Subsidiary;

            (d) Indebtedness outstanding on the date hereof and listed on
      Schedule 7.2(d) and any refinancings, refundings, renewals or extensions
      thereof;

            (e) Indebtedness (including, without limitation, Capital Lease
      Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate
      principal amount not to exceed, as at the date of any incurrence thereof,
      2.0% of the total assets of the Borrower and its Subsidiaries as at the
      end of the fiscal quarter most recently ended at or prior to such time and
      for which financial statements are available;

            (f) Indebtedness of the Borrower or any Subsidiary in respect of (i)
      standby or performance letters of credit, surety bonds, security deposits
      or other performance guarantees; provided that the aggregate amount of
      Indebtedness permitted by this clause (i) shall not at any time exceed, at
      the time of any incurrence thereof, the greater of (A) $10,000,000 and (B)
      5.0% of Consolidated EBITDA for the period of four consecutive fiscal
      quarters most recently ended at or prior to such time and for which
      financial statements are available; and (ii) trade letters of credit;

            (g) 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;

            (h) (i) Indebtedness of the Borrower in respect of the Senior Notes
      in an aggregate principal amount not to exceed $125,000,000 and (ii)
      Guarantee Obligations of any Subsidiary Guarantor in respect of such
      Indebtedness;

            (i) additional Indebtedness of the Borrower or any of its
      Subsidiaries in an aggregate principal amount (for the Borrower and all
      Subsidiaries) not to exceed at any one time outstanding the greater of (A)
      $50,000,000 and (B) or 40.0% of Consolidated EBITDA for the period of four
      consecutive fiscal quarters most recently ended at or prior to such time
      and for which financial statements are available; and

            (j) Permitted Subordinated Debt; provided that the Borrower shall be
      in pro forma compliance with the covenants set forth in Section 7.1 after
      giving effect to the incurrence of any such Permitted Subordinated Debt.

            7.3 Liens. Create, incur, assume or suffer to exist any Lien upon
any of its property, whether now owned or hereafter acquired, except:

            (a) Liens for taxes not yet due or that are being contested in good
      faith by appropriate proceedings, provided that adequate reserves with
      respect thereto are maintained on the books of the Borrower or its
      Subsidiaries, as the case may be, in conformity with GAAP;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens arising in the ordinary course of business
      that are not overdue for a period of more than 30 days or that are being
      contested in good faith by appropriate proceedings;

            (c) pledges or deposits in connection with workers' compensation,
      unemployment insurance and other social security legislation;

<PAGE>

                                                                              42

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

            (e) easements, rights-of-way, restrictions and other similar
      encumbrances incurred in the ordinary course of business that, in the
      aggregate, are not substantial in amount and that do not in any case
      materially detract from the value of the property subject thereto or
      materially interfere with the ordinary conduct of the business of the
      Borrower or any of its Subsidiaries;

            (f) Liens in existence on the date hereof listed on Schedule 7.3(f),
      securing Indebtedness permitted by Section 7.2(d), or the renewal,
      extension or refunding of such Indebtedness, provided that no such Lien is
      spread to cover any additional property after the Closing Date and that
      the amount of Indebtedness secured thereby is not increased;

            (g) Liens securing Indebtedness of the Borrower or any other
      Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition
      of fixed or capital assets, provided that (i) such Liens shall be created
      substantially simultaneously with the acquisition of such fixed or capital
      assets, (ii) such Liens do not at any time encumber any property other
      than the property financed by such Indebtedness and (iii) the amount of
      Indebtedness secured thereby is not increased;

            (h) 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 extensions,
      renewals and replacements thereof that do not increase the outstanding
      principal amount thereof;

            (i) Liens on any Margin Stock held by the Borrower or any Subsidiary
      to the extent that such Margin Stock would otherwise comprise 25% or more
      of the property and assets subject to this Section 7.3;

            (j) any judgment Lien not constituting an Event of Default under
      Article VIII(h), so long as such Lien (to the extent that the aggregate
      amount secured by such Lien exceeds $10,000,000) is released no later than
      60 days following the entry thereof;

            (k) any interest or title of a lessor under any lease entered into
      by the Borrower or any other Subsidiary in the ordinary course of its
      business and covering only the assets so leased; and

            (l) Liens not otherwise permitted by this Section so long as neither
      (i) the aggregate outstanding principal amount of the obligations secured
      thereby nor (ii) the aggregate fair market value (determined as of the
      date such Lien is incurred) of the assets subject thereto exceeds (as to
      the Borrower and all Subsidiaries) $10,000,000 at any one time.

            7.4 Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

<PAGE>

                                                                              43

            (a) any Person may be merged or consolidated with or into the
      Borrower (provided that the Borrower shall be the continuing or surviving
      corporation) or with or into any Wholly Owned Subsidiary Guarantor
      (provided that the Wholly Owned Subsidiary Guarantor shall be the
      continuing or surviving corporation); provided that any such merger
      involving a Person that is not a Subsidiary immediately prior to such
      merger shall not be permitted unless also permitted by Section 7.8(i);
      provided further, that prior to consummating any merger pursuant to this
      clause (a) involving a Person that is not a Subsidiary, the Borrower will
      deliver to the Administrative Agent a certificate of a Responsible Officer
      demonstrating compliance immediately following such merger, on a pro forma
      basis giving effect to such merger, with Section 7.1;

            (b) (i) any Subsidiary (other than a Subsidiary Guarantor) may
      liquidate or dissolve if the Borrower determines in good faith that such
      liquidation or dissolution is in the best interests of the Borrower and is
      not materially disadvantageous to the Lenders, and (ii) any Subsidiary may
      liquidate or dissolve if all or substantially all of its assets are
      transferred to the Borrower or a Subsidiary;

            (c) any Subsidiary of the Borrower may Dispose of any or all of its
      assets (i) to the Borrower or any Wholly Owned Subsidiary Guarantor (upon
      voluntary liquidation or otherwise) and (ii) the Borrower or any
      Subsidiary of the Borrower may Dispose of any or all of its assets
      pursuant to a Disposition permitted by Section 7.5; and

            (d) the Borrower or any Subsidiary may make any Investment expressly
      permitted by Section 7.8 structured as a merger, consolidation or
      amalgamation.

            7.5 Disposition of Property. Dispose of any of its property, 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) the Disposition of obsolete or worn out property in the ordinary
      course of business;

            (b) the sale of any assets in the ordinary course of business;

            (c) Dispositions permitted by Section 7.4;

            (d) the sale or issuance of any Subsidiary's Capital Stock to the
      Borrower or any Subsidiary;

            (e) Dispositions by the Borrower to any Subsidiary and by any
      Subsidiary to the Borrower or any other Subsidiary on reasonable terms;

            (f) Dispositions constituting the making or liquidating of
      Investments permitted by Section 7.8;

            (g) Dispositions constituting the making of a Restricted Payment
      permitted by Section 7.6; and

            (h) the Disposition of other property having a fair market value not
      to exceed 5% of the total assets in the aggregate for any fiscal year of
      the Borrower.

            7.6 Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or

<PAGE>

                                                                              44

set apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any Capital Stock of
any Group Member, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of any Group Member (collectively, "Restricted
Payments"), except that:

            (a) any Subsidiary may make Restricted Payments to the Borrower or
      any Wholly Owned Subsidiary Guarantor;

            (b) (i) the Borrower may make Restricted Payments pursuant to and in
      accordance with stock option plans or other benefit plans for management,
      employees consultants or directors of the Borrower and its Subsidiaries
      and stock purchase plans with employees, officers, consultants or
      directors and (ii) the Borrower may effect open market purchases of up to
      approximately 5.0% (as the same may increase or decrease based on the
      number of shares acquired in the Tender Offer) of its shares of common
      stock outstanding on the Closing Date;

            (c) (i) the Borrower may make Restricted Payments on the Capital
      Stock of the Borrower in connection with the Stock Repurchase; provided
      that the aggregate amount of Restricted Payments thereunder shall not
      exceed $351,000,000; and (ii) the Borrower may pay cash dividends to
      holders of Permitted Preferred Stock; provided that, in the case of any
      Restricted Payment made pursuant to this clause (c), (x) no Default or
      Event of Default shall have occurred or be continuing after giving effect
      to any such Restricted Payment and (y) the Borrower shall be in pro forma
      compliance with the covenants set forth in Section 7.1 after giving effect
      to any such Restricted Payment and the incurrence of any Indebtedness in
      connection therewith.

            (d) the Borrower may make other Restricted Payments not otherwise
      permitted by this Section so long as (x) no Default or Event of Default
      shall have occurred or be continuing after giving effect to any such
      Restricted Payment and (y) the Borrower shall be in pro forma compliance
      with the covenants set forth in Section 7.1 after giving effect to any
      such Restricted Payment and the incurrence of any Indebtedness in
      connection therewith.

            7.7 Capital Expenditures. Make or commit to make any Capital
Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries in
the ordinary course of business; provided, that the Borrower shall be in pro
forma compliance with the covenants set forth in Section 7.1 after giving effect
to any such Capital Expenditure.

            7.8 Investments. Make any advance, loan, extension of credit (by way
of guaranty or otherwise) or capital contribution to, or purchase any Capital
Stock, bonds, notes, debentures or other debt securities of, or any assets
constituting a business unit of, or make any other investment in, any Person
(all of the foregoing, "Investments"), except:

            (a) extensions of trade credit in the ordinary course of business;

            (b) investments in Cash Equivalents;

            (c) Guarantee Obligations permitted by Section 7.2;

            (d) loans and advances to employees of any Group Member in the
      ordinary course of business (including for travel, entertainment and
      relocation expenses) in an aggregate amount for all Group Members not to
      exceed $10,000,000 at any one time outstanding;

<PAGE>

                                                                              45

            (e) Investments in existence on the date hereof listed on Schedule
      7.8(e) to the Disclosure Letter;

            (f) intercompany Investments by any Group Member in the Borrower or
      any Person that, prior to such investment, is a Wholly Owned Subsidiary
      Guarantor;

            (g) intercompany Investments by any Group Member in a Subsidiary
      that is not a Wholly Owned Subsidiary Guarantor; provided that the
      aggregate amount of such Investments (excluding all such Investments
      otherwise permitted pursuant to this Section 7.8), less any cash return on
      Investments received after the date hereof, shall not at the time of the
      making of any such Investment exceed the greater of (i) $100,000,000 and
      (ii) 37.5% of Consolidated EBITDA for the period of four consecutive
      fiscal quarters most recently ended on or prior to such time for which
      financial statements are available;

            (h) investments consisting of deposit or securities accounts
      maintained in the ordinary course of business;

            (i) any acquisition of any assets or capital stock of another Person
      (by merger or otherwise); provided that (i) the Borrower shall be in pro
      forma compliance with the covenants in Section 7.1 after giving effect to
      such acquisition for which financial statements are available as if such
      acquisition occurred immediately prior to the first day of the period of
      four consecutive fiscal quarters most recently ended prior to such
      acquisition; (ii) if such acquisition would require the Borrower to
      provide pro forma financial information regarding such acquisition in a
      current report on Form 8-K, quarterly report on Form 10-Q, or annual
      report on Form 10-K filed with the SEC, the Borrower shall have delivered
      a certificate of a Responsible Officer certifying the Borrower's pro forma
      compliance described in clause (i) above and containing all information
      and calculations necessary for determining such compliance; and (iii) if
      such acquisition, when given pro forma effect as described in clause (i)
      above, would cause a 10% or greater decrease in the Borrower's
      Consolidated EBITDA for such period of four consecutive fiscal quarters
      most recently ended prior to such acquisition, the Required Lenders shall
      have consented to such acquisition;

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

            (k) investments by the IFSC and investments by the Borrower and its
      Subsidiaries in the IFSC; provided that such investments in the IFSC do
      not in the aggregate exceed $100,000,000 at any one time outstanding;

            (l) investments in exchange for, or made with the proceeds (within
      180 days of receipt) of, existing investments which are of at least
      equivalent market value (as reasonably determined by the Borrower's chief
      financial officer, chief executive officer, corporate controller or
      president as at the time of exchange or disposition) as such existing
      investments and are of the same type and nature as such existing
      investment; and

            (m) in addition to Investments otherwise expressly permitted by this
      Section, Investments by the Borrower or any of its Subsidiaries in an
      aggregate amount (valued at cost) not to exceed $10,000,000 in any fiscal
      year.

<PAGE>

                                                                              46

            7.9 Optional Payments and Modifications of Certain Debt Instruments.
(a) Make or offer to make any optional or voluntary payment, prepayment,
repurchase or redemption of or otherwise optionally or voluntarily defease or
segregate funds with respect to the Senior Notes; (b) amend, modify, waive or
otherwise change, or consent or agree to any amendment, modification, waiver or
other change to, any of the terms of the Senior Notes that (i) would shorten the
maturity or increase the amount of any payment of principal thereof or increase
the rate or shorten any date for payment of interest thereon, or (ii) would
materially adversely affect the Lenders; or (c) designate any Indebtedness
(other than obligations of the Loan Parties pursuant to the Loan Documents or
the Senior Notes) as "Designated Senior Indebtedness" (or any other defined term
having a similar purpose) for the purposes of the agreements governing the
Senior Notes to the extent applicable.

            7.10 Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than the Borrower or any Subsidiary) unless such transaction is
(a) otherwise permitted under this Agreement, and (b) upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than it would obtain
in a comparable arm's length transaction with a Person that is not an Affiliate.

            7.11 Sales and Leasebacks. Enter into any arrangement with any
Person providing for the leasing by any Group Member of real or personal
property that has been or is to be sold or transferred by such Group Member to
such Person or to any other Person to whom funds have been or are to be advanced
by such Person on the security of such property or rental obligations of such
Group Member.

            7.12 Swap Agreements. Enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Borrower or any
Subsidiary has actual exposure (other than those in respect of Capital Stock or
the Senior Notes) and (b) Swap Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability, currency liability or investment of the Borrower or
any Subsidiary.

            7.13 Changes in Fiscal Periods. Permit the fiscal year of the
Borrower to end on a day other than December 31 or change the Borrower's method
of determining fiscal quarters.

            7.14 Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of any Group
Member to create, incur, assume or suffer to exist any Lien securing the
Obligations upon any of its property or revenues, whether now owned or hereafter
acquired, other than (a) this Agreement and the other Loan Documents, (b) any
agreements governing any purchase money Liens or Capital Lease Obligations
otherwise permitted hereby (in which case, any prohibition or limitation shall
only be effective against the assets financed thereby), (c) any agreements
governing the Senior Notes (which agreements shall, in any event, permit the
Obligations to be secured by a Lien on assets of the Borrower or any Subsidiary
and may also provide that the obligations of the Borrower or such Subsidiary, as
the case may be, in respect of the Senior Notes be equally and ratably secured
by such Lien); and (d) any agreements governing a Disposition permitted under
Section 7.5, provided that such prohibition or limitation relates solely to
property to be disposed of.

            7.15 Clauses Restricting Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or
advances to, or other Investments in, the Borrower or any other Subsidiary of
the Borrower or (c) transfer any of its assets to the Borrower or any other
Subsidiary of the Borrower, except for such encumbrances

<PAGE>

                                                                              47

or restrictions existing under or by reason of (i) any restrictions existing
under the Loan Documents, (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with
the Disposition of all or substantially all of the Capital Stock or assets of
such Subsidiary, (iii) any restrictions under the agreements governing the
Senior Notes, (iv) any restrictions governing a Disposition permitted under
Section 7.5, provided that such restriction relates solely to property to be
disposed of, and (v) any restrictions in existence at the time of any
acquisition consummated in accordance with Section 7.8(i).

            7.16 Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement or that are
reasonably related thereto or reasonable extensions thereof.

                          SECTION 8. EVENTS OF DEFAULT

            8.1 Events of Default.

            If any of the following events shall occur and be continuing:

            (a) the Borrower shall fail to pay any principal of any Loan or
      Reimbursement Obligation when due in accordance with the terms hereof; or
      the Borrower shall fail to pay any interest on any Loan or Reimbursement
      Obligation, or any other amount payable hereunder or under any other Loan
      Document, within five days after any such interest or other amount becomes
      due in accordance with the terms hereof; or

            (b) any representation or warranty made or deemed made by any Loan
      Party herein or in any other Loan Document or that is contained in any
      certificate, document or financial or other written statement furnished by
      it at any time under or in connection with this Agreement or any such
      other Loan Document shall prove to have been inaccurate in any material
      respect on or as of the date made or deemed made; or

            (c) any Loan Party shall default in the observance or performance of
      any agreement contained in clause (i) or (ii) of Section 6.4(a) (with
      respect to the Borrower only), Section 6.7(a) or Section 7 of this
      Agreement; or

            (d) any Loan Party shall default in the observance or performance of
      any other agreement contained in this Agreement or any other Loan Document
      (other than as provided in paragraphs (a) through (c) of this Section),
      and such default shall continue unremedied for a period of 30 days after
      notice to the Borrower from the Administrative Agent or the Required
      Lenders; or

            (e) any Group Member shall (i) default in making any payment of any
      principal of any Indebtedness (including any Guarantee Obligation, but
      excluding the Loans) on the scheduled or original due date with respect
      thereto; or (ii) default in making any payment of any interest on any such
      Indebtedness beyond the period of grace, if any, provided in the
      instrument or agreement under which such Indebtedness was created; or
      (iii) default in the observance or performance of any other agreement or
      condition relating to any such Indebtedness or contained in any instrument
      or agreement evidencing, securing or relating thereto, or any other event
      shall occur or condition exist, the effect of which default or other event
      or condition is to cause, or to permit the holder or beneficiary of such
      Indebtedness (or a trustee or agent on behalf of such holder or
      beneficiary) to cause, with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity or (in the case of
      any such Indebtedness constituting a Guarantee

<PAGE>

                                                                              48

      Obligation) to become payable, other than secured Indebtedness permitted
      by Section 7.2 that becomes due as a result of the voluntary sale or
      transfer of the property or assets securing such Indebtedness; provided,
      that a default, event or condition described in clause (i), (ii) or (iii)
      of this paragraph (e) shall not at any time constitute an Event of Default
      unless, at such time, one or more defaults, events or conditions of the
      type described in clauses (i), (ii) and (iii) of this paragraph (e) shall
      have occurred and be continuing with respect to Indebtedness the
      outstanding principal amount of which exceeds in the aggregate
      $15,000,000; or

            (f) (i) any Group Member shall commence any case, proceeding or
      other action (A) under any existing or future law of any jurisdiction,
      domestic or foreign, relating to bankruptcy, insolvency, reorganization or
      relief of debtors, seeking to have an order for relief entered with
      respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
      seeking reorganization, arrangement, adjustment, winding-up, liquidation,
      dissolution, composition or other relief with respect to it or its debts,
      or (B) seeking appointment of a receiver, trustee, custodian, conservator
      or other similar official for it or for all or any substantial part of its
      assets, or any Group Member shall make a general assignment for the
      benefit of its creditors; or (ii) there shall be commenced against any
      Group Member any case, proceeding or other action of a nature referred to
      in clause (i) above that (A) results in the entry of an order for relief
      or any such adjudication or appointment or (B) remains undismissed,
      undischarged or unbonded for a period of 60 days; or (iii) there shall be
      commenced against any Group Member any case, proceeding or other action
      seeking issuance of a warrant of attachment, execution, distraint or
      similar process against all or any substantial part of its assets that
      results in the entry of an order for any such relief that shall not have
      been vacated, discharged, or stayed or bonded pending appeal within 60
      days from the entry thereof; or (iv) any Group Member shall take any
      action in furtherance of, or indicating its consent to, approval of, or
      acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
      above; or (v) any Group Member shall generally not, or shall be unable to,
      or shall admit in writing its inability to, pay its debts as they become
      due; or

            (g) (i) any Person shall engage in any "prohibited transaction" (as
      defined in Section 406 of ERISA or Section 4975 of the Code, and not
      exempt under Section 408 of ERISA and the regulations thereunder)
      involving any Plan, (ii) any "accumulated funding deficiency" (as defined
      in Section 302 of ERISA), whether or not waived, shall exist with respect
      to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the
      assets of any Group Member or any Commonly Controlled Entity, (iii) a
      Reportable Event shall occur with respect to, or proceedings shall
      commence to have a trustee appointed, or a trustee shall be appointed, to
      administer or to terminate, any Single Employer Plan, which Reportable
      Event or commencement of proceedings or appointment of a trustee is, in
      the reasonable opinion of the Required Lenders, likely to result in the
      termination of such Plan for purposes of Title IV of ERISA, (iv) any
      Single Employer Plan shall terminate for purposes of Title IV of ERISA,
      (v) any Group Member or any Commonly Controlled Entity shall, or in the
      reasonable opinion of the Required Lenders is likely to, incur any
      liability in connection with a withdrawal from, or the Insolvency or
      Reorganization of, a Multiemployer Plan or (vi) any other event or
      condition shall occur or exist with respect to a Plan; and in each case in
      clauses (i) through (vi) above, such event or condition could, in the sole
      judgment of the Required Lenders, reasonably be expected to have a
      Material Adverse Effect; or

            (h) one or more judgments or decrees shall be entered against any
      Group Member involving in the aggregate a liability (not paid or fully
      covered by insurance as to which the relevant insurance company has
      acknowledged coverage) of $15,000,000 or more, and all such judgments or
      decrees shall not have been vacated, discharged, stayed or bonded pending
      appeal within 60 days from the entry thereof; or

<PAGE>

                                                                              49

            (i) the guarantee contained in Section 2 of the Guarantee shall
      cease, for any reason (other than in accordance with Section 10.14
      hereof), to be in full force and effect or any Loan Party or any Affiliate
      of any Loan Party shall so assert; or

            (j) (i) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")), other than the Permitted Investors, shall become, or
      obtain rights (whether by means or warrants, options or otherwise) to
      become, the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5
      under the Exchange Act), directly or indirectly, of more than 35% of the
      outstanding common stock of the Borrower; or (ii) a Specified Change of
      Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents (including all amounts of L/C Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and
payable, and (B) if such event is any other Event of Default, either or both of
the following actions may be taken: (i) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower declare the
Revolving Commitments to be terminated forthwith, whereupon the Revolving
Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower,
declare the Loans (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Borrower shall at such time deposit in a cash collateral account
opened by the Administrative Agent an amount equal to the aggregate then undrawn
and unexpired amount of such Letters of Credit and all such amounts deposited
shall be applied to reduce the outstanding L/C Obligations. Amounts held in such
cash collateral account shall be applied by the Administrative Agent to the
payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully drawn
upon, if any, shall be applied to repay other obligations of the Borrower
hereunder and under the other Loan Documents. After all such Letters of Credit
shall have expired or been fully drawn upon, all Reimbursement Obligations shall
have been satisfied and all other obligations of the Borrower hereunder and
under the other Loan Documents shall have been paid in full, the balance, if
any, in such cash collateral account shall be returned to the Borrower (or such
other Person as may be lawfully entitled thereto). Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of any
kind are hereby expressly waived by the Borrower.

            8.2 Borrower's Right to Cure. If the Borrower fails to comply with
any of the covenants set forth in Section 7.1, from the last day of any fiscal
quarter to the expiration of the 10th Business Day subsequent to the date the
relevant Compliance Certificate for such fiscal quarter is required to be
delivered pursuant to Section 6.2(b) (the "Cure Period"), the Borrower shall
have the right to have Consolidated EBITDA increased by an amount equal to such
Cure Amount, solely for the purpose of measuring the covenants set forth in
Section 7.1, and, if the Borrower shall be in pro forma compliance with such
covenants after such recalculation, the applicable breach or default of such
covenants that had occurred shall be deemed cured for purposes of this
Agreement; provided that (i) in each four-fiscal-quarter period there shall be
at least one fiscal quarter in which the Borrower does not exercise such right,
(ii) in each eight-fiscal-quarter period, there shall be a period of at least
four consecutive fiscal quarters

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                                                                              50

during which the Borrower does not exercise such right and (iii) for purposes of
this Section 8.2, (x) at any one time, the Cure Amount shall be no greater than
the amount required for purposes of complying with the covenants set forth in
Section 7.1, and (y) the aggregate amount of all Cure Amounts after the date
hereof shall not exceed $50,000,000. For purposes of this Section, "Cure Amount"
shall mean the proceeds from the Borrower's issuance of common equity for cash
or other cash contributions to the capital of the Borrower received during the
fiscal quarter covered by such Compliance Certificate or during the Cure Period.

                              SECTION 9. THE AGENTS

            9.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

            9.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

            9.3 Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

            9.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative

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                                                                              51

Agent may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required Lenders (or, if so specified by this Agreement,
all Lenders) as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

            9.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received notice from a Lender or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders); provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

            9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any
Agent to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any 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 analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

            9.7 Indemnification. The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against

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                                                                              52

any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that
may at any time (whether before or after the payment of the Loans) be imposed
on, incurred by or asserted against such Agent in any way relating to or arising
out of, the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

            9.8 Agent in Its Individual Capacity. Each Agent and its affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with any Loan Party as though such Agent were not an Agent. With
respect to its Loans made or renewed by it and with respect to any Letter of
Credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

            9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8.1(a) or
Section 8.1(f) with respect to the Borrower shall have occurred and be
continuing) be subject to approval by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

            9.10 Agent and Co-Syndication Agents. Neither the Agent nor the
Co-Syndication Agents shall have any duties or responsibilities hereunder in its
capacity as such.

                            SECTION 10. MISCELLANEOUS

            10.1 Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 10.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the

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                                                                              53

rights of the Lenders or of the Loan Parties hereunder or thereunder or (b)
waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) forgive the
principal amount or extend the final scheduled date of maturity of any Loan,
extend the scheduled date of any amortization payment in respect of any Term
Loan, reduce the stated rate of any interest or fee payable hereunder (except
(x) in connection with the waiver of applicability of any post-default increase
in interest rates (which waiver shall be effective with the consent of the
Majority Facility Lenders of each adversely affected Facility) and (y) that any
amendment or modification of defined terms used in the financial covenants in
this Agreement shall not constitute a reduction in the rate of interest or fees
for purposes of this clause (i)) or extend the scheduled date of any payment
thereof, or increase the amount or extend the expiration date of any Lender's
Revolving Commitment, in each case without the written consent of each Lender
directly affected thereby; (ii) eliminate or reduce the voting rights of any
Lender under this Section 10.1 without the written consent of such Lender; (iii)
reduce any percentage specified in the definition of Required Lenders, consent
to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents, release any
Subsidiary Guarantor that is a Material Subsidiary from its obligations under
the Guarantee (other than pursuant to Section 10.14 hereof), in each case
without the written consent of all Lenders; (iv) amend, modify or waive any
provision of Section 2.15 without the written consent of all Lenders under each
Facility adversely affected thereby; (v) reduce the amount of Net Cash Proceeds
required to be applied to prepay Loans under this Agreement without the written
consent of the Majority Facility Lenders with respect to each Facility; (vi)
reduce the percentage specified in the definition of Majority Facility Lenders
with respect to any Facility without the written consent of all Lenders under
such Facility; (vii) amend, modify or waive any provision of Section 9 without
the written consent of the Administrative Agent; or (viii) amend, modify or
waive any provision of Section 3 without the written consent of the Issuing
Lender. Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the Lenders and shall be binding upon the Loan Parties,
the Lenders, the Administrative Agent and all future holders of the Loans. In
the case of any waiver, the Loan Parties, the Lenders and the Administrative
Agent shall be restored to their former position and rights hereunder and under
the other Loan Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

            Notwithstanding the foregoing, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to
time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents
with the Term Loans and Revolving Extensions of Credit and the accrued interest
and fees in respect thereof and (b) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders and Majority
Facility Lenders.

            10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

     Borrower:                             Gartner, Inc.

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                                                                              54

                                           56 Top Gallant Road
                                           Stamford, CT  06904
                                           Attention:  General Counsel
                                           Facsimile:  (203) 316-6245
                                           Telephone:  (203) 316-1111

     with a copy to:                       Gartner, Inc.
                                           56 Top Gallant Road
                                           Stamford, CT  06904
                                           Attention:  Chief Financial Officer
                                           Facsimile:  (203) 316-6488
                                           Telephone:  (203) 316-1111

     Administrative Agent:                 JPMorgan Chase Bank
                                           Bank Loans and Agency Services
                                           1111 Fannin Street, 10th Floor
                                           Houston, TX  77002
                                           Attention:  Sharon Craft
                                           Facsimile:  713-750-2938
                                           Telephone:  713-750-7911

     with a copy to:                       JPMorgan Chase Bank
                                           Two Corporate Drive
                                           Shelton, CT 06484
                                           Attention: David Short
                                           Facsimile: (203) 944 8495

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

            Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Section 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

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

            10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans and other extensions of credit hereunder.

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                                                                              55

            10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse the Administrative Agent for all its out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement or modification to, this Agreement and the
other Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including the reasonable fees and disbursements
of counsel to the Administrative Agent and filing and recording fees and
expenses, with statements with respect to the foregoing to be submitted to the
Borrower prior to the Closing Date (in the case of amounts to be paid on the
Closing Date) and from time to time thereafter on a quarterly basis or such
other periodic basis as the Administrative Agent shall deem appropriate, (b) to
pay or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including the fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Lender and of counsel
to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Administrative Agent and their
respective officers, directors, employees, affiliates, agents and controlling
persons (each, an "Indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the Properties and the reasonable
fees and expenses of legal counsel in connection with claims, actions or
proceedings by any Indemnitee against any Loan Party under any Loan Document
(all the foregoing in this clause (d), collectively, the "Indemnified
Liabilities"), provided, that the Borrower shall have no obligation hereunder to
any Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee. Without limiting the foregoing, and to
the extent permitted by applicable law, the Borrower agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 10.5 shall
be payable not later than 10 days after written demand therefor. Statements
payable by the Borrower pursuant to this Section 10.5 shall be submitted to the
Borrower at the address set forth in Section 10.2, or to such other Person or
address as may be hereafter designated by the Borrower in a written notice to
the Administrative Agent. The agreements in this Section 10.5 shall survive
repayment of the Loans and all other amounts payable hereunder.

            10.6 Successors and Assigns; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Lender that issues any Letter of
Credit), except that (i) 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) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section.

<PAGE>

                                                                              56

            (b)(i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments and the Loans at the time owing to it) with the
prior written consent of:

            (A) the Borrower (such consent not to be unreasonably withheld),
      provided that no consent of the Borrower shall be required for an
      assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as
      defined below) or, if an Event of Default under Section 8.1(a) or (f) has
      occurred and is continuing, any other Person;

            (B) the Administrative Agent (such consent not to be unreasonably
      withheld), provided that no consent of the Administrative Agent shall be
      required for an assignment of all or any portion of a Term Loan to a
      Lender, an Affiliate of a Lender or an Approved Fund; and

            (C) the Issuing Lender (such consent not to be unreasonably
      withheld), provided that no consent of the Issuing Lender shall be
      required for an assignment of all or any portion of a Term Loan.

            (ii) Assignments shall be subject to the following additional
      conditions:

            (A) except in the case of an assignment to a Lender, an Affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitments or Loans under any Facility,
      the amount of the Commitments or Loans of the assigning Lender subject to
      each such assignment (determined as of the date the Assignment and
      Assumption with respect to such assignment is delivered to the
      Administrative Agent) shall not be less than $5,000,000 (or, in the case
      of the Term Facility, $1,000,000) unless each of the Borrower and the
      Administrative Agent otherwise consent, provided that (1) no such consent
      of the Borrower shall be required if an Event of Default under Section
      8.1(a) or (f) has occurred and is continuing and (2) such amounts shall be
      aggregated in respect of each Lender and its Affiliates or Approved Funds,
      if any;

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

            (C) the Assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an administrative questionnaire.

            For the purposes of this Section 10.6, "Approved Fund" means any
Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Assumption the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party

<PAGE>

                                                                              57

hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17,
2.18 and 10.5). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 10.6 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 (c) of
this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Lender 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.

            (v) Upon its receipt of a duly completed Assignment and Assumption
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
Assumption 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.

            (c)(i) 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 Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent, the Issuing Lender 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 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 may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver that (1) requires the consent of each Lender directly affected thereby
pursuant to the proviso to the second sentence of Section 10.1 and (2) directly
affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.16, 2.17 and 2.18 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.7(b) as though it were a Lender, provided such
Participant shall be subject to Section 10.7(a) as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.16 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. Any Participant that is a Non-U.S. Lender
shall not be entitled to the benefits of Section 2.17 unless such Participant
complies with Section 2.17(d).

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security

<PAGE>

                                                                              58

interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or Assignee for such Lender as a party hereto.

            (e) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (d) above.

            (f) Notwithstanding the foregoing, any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Borrower or the Administrative Agent and without
regard to the limitations set forth in Section 10.6(b). Each of the Borrower,
each Lender and the Administrative Agent hereby confirms that it will not
institute against a Conduit Lender or join any other Person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any state bankruptcy or similar law, for one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.

            10.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders under a particular Facility, if any Lender (a "Benefitted
Lender") shall, at any time after the Loans and other amounts payable hereunder
shall immediately become due and payable pursuant to Section 8, receive any
payment of all or part of the Obligations owing to it, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant
to events or proceedings of the nature referred to in Section 8.1(f), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of the Obligations owing to
such other Lender, such Benefitted Lender shall purchase for cash from the other
Lenders a participating interest in such portion of the Obligations owing to
each such other Lender, or shall provide such other Lenders with the benefits of
any such collateral, as shall be necessary to cause such Benefitted Lender to
share the excess payment or benefits of such collateral ratably with each of the
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon the occurrence and during the Continuance of an Event of
Default, to set off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower, as the case may be.
Each Lender agrees promptly to notify the Borrower and the Administrative Agent
after any such setoff and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

            10.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

<PAGE>

                                                                              59

            10.9 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            10.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

            10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            10.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

            (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the courts
      of the State of New York, the courts of the United States for the Southern
      District of New York, and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to the
      Borrower, as the case may be at its address set forth in Section 10.2 or
      at such other address of which the Administrative Agent shall have been
      notified pursuant thereto;

            (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this Section any special, exemplary, punitive or consequential
      damages.

            10.13 Acknowledgements. The Borrower hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of this Agreement and the other Loan Documents;

            (b) neither the Administrative Agent nor any Lender has any
      fiduciary relationship with or duty to the Borrower arising out of or in
      connection with this Agreement or any of the other Loan Documents, and the
      relationship between Administrative Agent and Lenders, on one hand,

<PAGE>

                                                                              60

      and the Borrower, on the other hand, in connection herewith or therewith
      is solely that of debtor and creditor; and

            (c) no joint venture is created hereby or by the other Loan
      Documents or otherwise exists by virtue of the transactions contemplated
      hereby among the Lenders or between the Borrower and the Lenders.

            10.14 Releases of Guarantees. (a) Notwithstanding anything to the
contrary contained herein or in any other Loan Document, the Administrative
Agent is hereby irrevocably authorized by each Lender (without requirement of
notice to or consent of any Lender except as expressly required by Section 10.1)
to take any action requested by the Borrower having the effect of releasing any
guarantee obligations (i) to the extent necessary to permit consummation of any
transaction not prohibited by any Loan Document or that has been consented to in
accordance with Section 10.1 or (ii) under the circumstances described in
paragraph (b) below.

            (b) At such time as the Loans, the Reimbursement Obligations and the
other obligations under the Loan Documents (other than obligations under or in
respect of Swap Agreements) shall have been paid in full, the Commitments have
been terminated and no Letters of Credit shall be outstanding, the Guarantee and
all obligations (other than those expressly stated to survive such termination)
of the Administrative Agent and each Loan Party under the Guarantee shall
terminate, all without delivery of any instrument or performance of any act by
any Person.

            10.15 Confidentiality. Each of the Administrative Agent and each
Lender agrees to keep confidential all non-public information provided to it by
any Loan Party, the Administrative Agent or any Lender pursuant to or in
connection with this Agreement; provided that nothing herein shall prevent the
Administrative Agent or any Lender from disclosing any such information (a) to
the Administrative Agent, any other Lender or any affiliate thereof, (b) subject
to an agreement to comply with the provisions of this Section, to any actual or
prospective Transferee or any direct or indirect counterparty to any Swap
Agreement (or any professional advisor to such counterparty), (c) to its
employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of its affiliates, (d) upon the request or demand of
any Governmental Authority, (e) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (f) if requested or required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed, (h) to
the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender, or (i) in connection with the exercise of any remedy
hereunder or under any other Loan Document.

            10.16 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

            10.17 USA PATRIOT Act. Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender to identify the Borrower in accordance with the Act.

<PAGE>

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

                                   GARTNER, INC.

                                   By:    /s/ Christopher Lafond
                                       -----------------------------------------
                                       Name: Christopher Lafond
                                       Title: CEO

                                   JPMORGAN CHASE BANK, as Administrative Agent
                                   and as a Lender

                                   By:    /s/ John C. Riordan
                                       -----------------------------------------
                                       Name: John C. Riordan
                                       Title: Vice President

<PAGE>

                                   FLEET NATIONAL BANK, N.A., as Co-Syndication
                                   Agent and as a Lender

                                   By:     /s/John B. Desmond
                                       -----------------------------------------
                                       Name: John B. Desmond
                                       Title: Director

<PAGE>

                                   CITIZENS BANK OF MASSACHUSETTS, as Co-
                                   Syndication Agent and as a Lender

                                   By:    /s/ William M. Clossey
                                       -----------------------------------------
                                       Name: William M. Clossey
                                       Title: Vice President

<PAGE>

                                   COMERICA BANK, as Co-Syndication Agent and as
                                   a Lender

                                   By:    /s/ Stacey V. Judd
                                       -----------------------------------------
                                       Name: Stacey V. Judd
                                       Title: Assistant Vice President

<PAGE>

                                   HSBC BANK USA, N.A., as Co-Syndication Agent
                                   and as a Lender

                                   By:    /s/ Patrick J. Doulin
                                       -----------------------------------------
                                       Name: Patrick J. Doulin
                                       Title: Senior Vice President

<PAGE>

                                   LASALLE BANK NATIONAL ASSOCIATION, as Agent
                                   and as a Lender

                                   By:    /s/ John C. Thurston
                                       -----------------------------------------
                                       Name: John C. Thurston
                                       Title: Senior Vice President