<PAGE>

                                                                   EXHIBIT 10.20

                     $100,000,000 REVOLVING CREDIT FACILITY

                 $100,000,000 LINE OF CREDIT FACILITY (364 DAY)

                                CREDIT AGREEMENT

                                  by and among

                       KPMG CONSULTING, INC., As Borrower,

                                       And

                      KPMG CONSULTING, LLC, As a Guarantor


                                       And

                        THE OTHER GUARANTORS PARTY HERETO

                                       And

                             THE BANKS PARTY HERETO

                                       And

           PNC BANK, NATIONAL ASSOCIATION, As the Administrative Agent

                                       And

                 PNC CAPITAL MARKETS, INC., As the Lead Arranger

                                       And


               THE CHASE MANHATTAN BANK, As the Syndication Agent

                                       And

                  BARCLAYS BANK PLC, As the Documentation Agent





                            Dated as of May 21, 2001

<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                           <C>
1.   CERTAIN DEFINITIONS ...................................................   9

     1.1   Certain Definitions .............................................   9
     ---   -------------------
     1.2   Construction ....................................................  33
     ---   ------------
           1.2.1.   Number; Inclusion ......................................  33
           ------   -----------------
           1.2.2.   Determination ..........................................  33
           ------   -------------
           1.2.3.   Administrative Agent's Discretion and Consent ..........  33
           ------   ---------------------------------------------
           1.2.4.   Documents Taken as a Whole .............................  34
           ------   --------------------------
           1.2.5.   Headings ...............................................  34
           ------   --------
           1.2.6.   Implied References to this Agreement ...................  34
           ------   ------------------------------------
           1.2.7.   Persons ................................................  34
           ------   -------
           1.2.8.   Modifications to Documents .............................  34
           ------   --------------------------
           1.2.9.   From, To and Through ...................................  34
           ------   --------------------
           1.2.10.  Shall; Will ............................................  34
           -------  -----------
     1.3   Accounting Principles ...........................................  34
     ---   ---------------------

2.   REVOLVING CREDIT AND SWING LOAN FACILITIES ............................  35

     2.1   Revolving Credit Commitments and Swing Loan Commitment ..........  35
     ---   ------------------------------------------------------
           2.1.1.   Revolving Credit Loans .................................  35
           ------   ----------------------
           2.1.2.   Swing Loan Commitment ..................................  35
           ------   ---------------------
     2.2   Nature of Banks' Obligations with Respect to Revolving Credit
     ---   -------------------------------------------------------------
           Loans ...........................................................  36
           -----
     2.3   Commitment Fees .................................................  36
     ---   ---------------
     2.4   Revolving Credit Loan Requests; Swing Loan Requests .............  36
     ---   ---------------------------------------------------
           2.4.1.   Revolving Credit Loan Requests .........................  36
           ------   ------------------------------
           2.4.2.   Swing Loan Requests ....................................  37
           ------   -------------------
     2.5   Making Revolving Credit Loans and Swing Loans ...................  37
     ---   ---------------------------------------------
           2.5.1.   Revolving Credit Loan Requests .........................  37
           ------   ------------------------------
           2.5.2.   Making Swing Loans: Repayment ..........................  38
           ------   -----------------------------
     2.6   Revolving Credit Notes ..........................................  38
     ---   ----------------------
     2.7   Swing Loan Note .................................................  38
     ---   ---------------
     2.8   Use of Proceeds .................................................  38
     ---   ---------------
     2.9   Borrowings to Repay Swing Loans .................................  38
     ---   -------------------------------
     2.10  Letter of Credit Subfacility ....................................  39
     ----  ----------------------------
           2.10.1.  Issuance of Letters of Credit ..........................  39
           -------  -----------------------------
           2.10.2.  Letter of Credit Fees ..................................  39
           -------  ---------------------
           2.10.3.  Disbursements, Reimbursement ...........................  39
           -------  ----------------------------
           2.10.4.  Repayment of Participation Advances ....................  41
           -------  -----------------------------------
           2.10.5.  Documentation ..........................................  41
           -------  -------------
           2.10.6.  Determinations to Honor Drawing Requests ...............  42
           -------  ----------------------------------------
           2.10.7.  Nature of Participation and Reimbursement Obligations ..  42
           -------  -----------------------------------------------------
           2.10.8.  Indemnity ..............................................  43
           -------  ---------
           2.10.9.  Liability for Acts and Omissions .......................  43
           -------  --------------------------------
     2.11  Reduction of Commitment .........................................  44
     ----  -----------------------
</TABLE>


                                      -i-

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Tab
<S>                                                                                 <C>
     2.12  Bid Loan Facility .....................................................   44
     ----  -----------------
           2.12.1.  Bid Loan Requests ............................................   44
           -------  -----------------
           2.12.2.  Bidding ......................................................   45
           -------  -------
           2.12.3.  Accepting Bids ...............................................   46
           -------  --------------
           2.12.4.  Funding Bid Loans ............................................   46
           -------  -----------------
           2.12.5.  Several Obligations ..........................................   47
           -------  -------------------
           2.12.6.  Bid Notes ....................................................   47
           -------  ---------

3.   LINE OF CREDIT FACILITY .....................................................   47

     3.1   Line of Credit Commitments ............................................   47
     ---   --------------------------
           3.1.1.   Line of Credit ...............................................   47
           ------   --------------
     3.2   Nature of Banks' Obligations with Respect to Line of Credit Loans .....   47
     ---   -----------------------------------------------------------------
     3.3   Commitment Fees .......................................................   48
     ---   ---------------
     3.4   Line of Credit Loan Requests ..........................................   48
     ---   ----------------------------
           3.4.1.   Line of Credit Loan Requests .................................   48
           ------   ----------------------------
     3.5   Making Line of Credit Loans ...........................................   49
     ---   ---------------------------
     3.6   Line of Credit Notes ..................................................   49
     ---   --------------------
     3.7   Use of Proceeds .......................................................   49
     ---   ---------------
     3.8   Extension by Banks of the Expiration Date .............................   49
     ---   -----------------------------------------
     3.9   Reduction of Commitment ...............................................   51
     ---   -----------------------

4.   INTEREST RATES ..............................................................   52

     4.1   Interest Rate Options .................................................   52
     ---   ---------------------
           4.1.1.   Interest Rate Options ........................................   52
           ------   ---------------------
           4.1.2.   Rate Quotations ..............................................   53
           ------   ---------------
     4.2   Interest Periods ......................................................   53
     ---   ----------------
           4.2.1.   Amount of Borrowing Tranche ..................................   53
           ------   ---------------------------
           4.2.2.   Renewals .....................................................   54
           ------   --------
     4.3   Interest After Default ................................................   54
     ---   ----------------------
           4.3.1.   Letter of Credit Fees, Interest Rate .........................   54
           ------   ------------------------------------
           4.3.2.   Other Obligations ............................................   54
           ------   -----------------
           4.3.3.   Acknowledgment ...............................................   54
           ------   --------------
     4.4   Interest Rate Unascertainable; Illegality; Increased Costs; Deposits
     ---   --------------------------------------------------------------------
           Not Available .........................................................   54
           -------------
           4.4.1.   Unascertainable ..............................................   54
           ------   ---------------
           4.4.2.   Illegality; Increased Costs; Deposits Not Available ..........   55
           ------   ---------------------------------------------------
           4.4.3.   Administrative Agent's and Bank's Rights .....................   55
           ------   ----------------------------------------
     4.5   Selection of Interest Rate Options ....................................   56
     ---   ----------------------------------
     4.6   Change in Euro-Rate Based on Utilization ..............................   56
     ---   ----------------------------------------

5.   PAYMENTS ....................................................................   56
</TABLE>

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Tab
<S>                                                                                  <C>
     5.1   Payments  ............................................................    56
     ---   --------
     5.2   Pro Rata Treatment of Banks ..........................................    57
     ---   ---------------------------
     5.3   Interest Payment Dates ...............................................    57
     ---   ----------------------
     5.4   Voluntary Prepayments ................................................    58
     ---   ---------------------
           5.4.1.   Right to Prepay .............................................    58
           ------   ---------------
           5.4.2.   Replacement of a Bank .......................................    59
           ------   ---------------------
           5.4.3.   Change of Lending Office ....................................    59
           ------   ------------------------
     5.5   Additional Compensation in Certain Circumstances .....................    60
     ---   ------------------------------------------------
           5.5.1.   Increased Costs or Reduced Return Resulting from Taxes,
           ------   -------------------------------------------------------
                    Reserves, Capital Adequacy Requirements, Expenses, Etc.......    60
                    ------------------------------------------------------
           5.5.2.   Indemnity ...................................................    60
           ------   ---------
     5.6   Settlement Date Procedures ...........................................    61
     ---   --------------------------

6.   REPRESENTATIONS AND WARRANTIES .............................................    62

     6.1   Representations and Warranties .......................................    62
     ---   ------------------------------
           6.1.1.   Organization and Qualification ..............................    62
           ------   ------------------------------
           6.1.2.   Capitalization and Ownership ................................    62
           ------   ----------------------------
           6.1.3.   Subsidiaries ................................................    62
           ------   ------------
           6.1.4.   Power and Authority .........................................    63
           ------   -------------------
           6.1.5.   Validity and Binding Effect .................................    63
           ------   ---------------------------
           6.1.6.   No Conflict .................................................    63
           ------   -----------
           6.1.7.   Litigation ..................................................    63
           ------   ----------
           6.1.8.   Title to Properties .........................................    64
           ------   -------------------
           6.1.9.   Financial Statements ........................................    64
           ------   --------------------
           6.1.10.  Use of Proceeds; Margin Stock; Section 20 Subsidiaries ......    65
           -------  ------------------------------------------------------
           6.1.11.  Full Disclosure .............................................    65
           -------  ---------------
           6.1.12.  Taxes .......................................................    65
           -------  -----
           6.1.13.  Consents and Approvals ......................................    66
           -------  ----------------------
           6.1.14.  No Event of Default; Compliance with Instruments ............    66
           -------  ------------------------------------------------
           6.1.15.  Patents, Trademarks, Copyrights, Licenses, Etc...............    66
           -------  ----------------------------------------------
           6.1.16.  Insurance ...................................................    66
           -------  ---------
           6.1.17.  Compliance with Laws ........................................    66
           -------  --------------------
           6.1.18.  Material Contracts; Burdensome Restrictions .................    67
           -------  -------------------------------------------
           6.1.19.  Investment Companies; Regulated Entities ....................    67
           -------  ----------------------------------------
           6.1.20.  Plans and Benefit Arrangements ..............................    67
           -------  ------------------------------
           6.1.21.  Employment Matters ..........................................    68
           -------  ------------------
           6.1.22.  Environmental Matters .......................................    69
           -------  ---------------------
           6.1.23.  Senior Debt Status ..........................................    69
           -------  ------------------
           6.1.24.  Continuation of Representations .............................    69
           -------  -------------------------------
           6.1.25.  Solvency ....................................................    69
           -------  --------
           6.1.26.  Transactions In connection With the IPO .....................    69
           -------  ---------------------------------------
           6.1.27.  Prior Credit Agreement ......................................    70
           -------  ----------------------
</TABLE>

                                     -iii-

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Tab
<S>                                                                           <C>
     6.2   Updates to Schedules ...........................................   70
     ---   --------------------

7.   CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT ..............   70

     7.1   First Loans and Letters of Credit ..............................   70
     ---   ---------------------------------
           7.1.1.   Officer's Certificate .................................   70
           ------   ---------------------
           7.1.2.   Secretary's Certificate ...............................   71
           ------   -----------------------
           7.1.3.   Delivery of Loan Documents ............................   71
           ------   --------------------------
           7.1.4.   Delivery of Schedules .................................   71
           ------   ---------------------
           7.1.5.   Opinion of Counsel ....................................   71
           ------   ------------------
           7.1.6.   Compliance Certificate ................................   72
           ------   ----------------------
           7.1.7.   Separation Agreements and Cisco Agreements ............   72
           ------   ------------------------------------------
           7.1.8.   Legal Details .........................................   72
           ------   -------------
           7.1.9.   Payment of Fees .......................................   72
           ------   ---------------
           7.1.10.  Consents ..............................................   73
           -------  --------
           7.1.11.  Certification Regarding Changes in the Borrower's
           -------  -------------------------------------------------
                    Executive Committee ...................................   73
                    -------------------
           7.1.12.  No Violation of Laws ..................................   73
           -------  --------------------
           7.1.13.  No Actions or Proceedings .............................   73
           -------  -------------------------
     7.2   Each Additional Loan or Letter of Credit .......................   73
     ---   ----------------------------------------

8.   COVENANTS ............................................................   74

     8.1   Affirmative Covenants ..........................................   74
     ---   ---------------------
           8.1.1.   Preservation of Existence, Etc.........................   74
           ------   -------------------------------
           8.1.2.   Payment of Liabilities, Including Taxes, Etc...........   74
           ------   ---------------------------------------------
           8.1.3.   Maintenance of Insurance ..............................   74
           ------   ------------------------
           8.1.4.   Maintenance of Properties and Leases ..................   75
           ------   ------------------------------------
           8.1.5.   Maintenance of Patents, Trademarks, Etc................   75
           ------   ----------------------------------------
           8.1.6.   Visitation Rights .....................................   75
           ------   -----------------
           8.1.7.   Keeping of Records and Books of Account ...............   75
           ------   ---------------------------------------
           8.1.8.   Plans and Benefit Arrangements ........................   75
           ------   ------------------------------
           8.1.9.   Compliance with Laws ..................................   76
           ------   --------------------
           8.1.10.  Use of Proceeds .......................................   76
           -------  ---------------
           8.1.11.  Subordination of Intercompany Loans ...................   76
           -------  -----------------------------------
     8.2   Negative Covenants .............................................   76
     ---   ------------------
           8.2.1.   Indebtedness ..........................................   76
           ------   ------------
           8.2.2.   Liens .................................................   77
           ------   -----
           8.2.3.   Guaranties ............................................   77
           ------   ----------
           8.2.4.   Loans and Investments .................................   78
           ------   ---------------------
           8.2.5.   Dividends and Related Distributions ...................   79
           ------   -----------------------------------
           8.2.6.   Liquidations, Mergers, Consolidations, Acquisitions ...   80
           ------   ---------------------------------------------------
           8.2.7.   Dispositions of Assets or Subsidiaries ................   81
           ------   --------------------------------------
</TABLE>

                                      -iv-

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Tab
<S>                                                                                  <C>
           8.2.8.   Affiliate Transactions .......................................   82
           ------   ----------------------
           8.2.9.   Subsidiaries, Partnerships and Joint Ventures ................   83
           ------   ---------------------------------------------
           8.2.10.  Continuation of or Change in Business ........................   83
           -------  -------------------------------------
           8.2.11.  Plans and Benefit Arrangements ...............................   83
           -------  ------------------------------
           8.2.12.  Fiscal Year ..................................................   84
           -------  -----------
           8.2.13.  Changes in Organizational Documents ..........................   84
           -------  -----------------------------------
           8.2.14.  Capital Expenditures and Leases ..............................   84
           -------  -------------------------------
           8.2.15.  Amendments to and Termination of Separation Agreements and
           -------  ----------------------------------------------------------
                    Cisco Agreements .............................................   85
                    ----------------
           8.2.16.  Minimum Percentage of EBITDA Attributable to Loan Parties ....   85
           -------  ---------------------------------------------------------
           8.2.17.  Maximum Funded Debt to Funded Debt Plus Equity ...............   85
           -------  ----------------------------------------------
           8.2.18.  Maximum Leverage Ratio .......................................   86
           -------  ----------------------
           8.2.19.  Adjusted Fixed Charge Coverage Ratio .........................   86
           -------  ------------------------------------
           8.2.20.  Minimum Net Worth ............................................   86
           -------  -----------------
     8.3   Reporting Requirements ................................................   86
     ---   ----------------------
           8.3.1.   Quarterly Financial Statements ...............................   86
           ------   ------------------------------
           8.3.2.   Annual Financial Statements ..................................   87
           ------   ---------------------------
           8.3.3.   Certificate of the Borrower ..................................   87
           ------   ---------------------------
           8.3.4.   Annual List of Insurance .....................................   87
           ------   ------------------------
           8.3.5.   Notice of Default ............................................   88
           ------   -----------------
           8.3.6.   Notice of Litigation .........................................   88
           ------   --------------------
           8.3.7.   Notice of Change in Debt Rating ..............................   88
           ------   -------------------------------
           8.3.8.   Budgets, Forecasts, Other Reports and Information ............   88
           ------   -------------------------------------------------
           8.3.9.   Notices Regarding Plans and Benefit Arrangements .............   89
           ------   ------------------------------------------------

9.   DEFAULT .....................................................................   90

     9.1   Events of Default .....................................................   90
     ---   -----------------
           9.1.1.   Payments Under Loan Documents ................................   90
           ------   -----------------------------
           9.1.2.   Breach of Warranty ...........................................   90
           ------   ------------------
           9.1.3.   Breach of Negative Covenants or Visitation Rights ............   91
           ------   -------------------------------------------------
           9.1.4.   Breach of Other Covenants ....................................   91
           ------   -------------------------
           9.1.5.   Defaults in Other Agreements or Indebtedness .................   91
           ------   --------------------------------------------
           9.1.6.   Final Judgments or Orders ....................................   91
           ------   -------------------------
           9.1.7.   Loan Document Unenforceable ..................................   91
           ------   ---------------------------
           9.1.8.   Notice of Lien or Assessment .................................   92
           ------   ----------------------------
           9.1.9.   Insolvency ...................................................   92
           ------   ----------
           9.1.10.  Events Relating to Plans and Benefit Arrangements ............   92
           -------  -------------------------------------------------
           9.1.11.  Cessation of Business ........................................   92
           -------  ---------------------
           9.1.12.  Change of Control ............................................   93
           -------  -----------------
           9.1.13.  Involuntary Proceedings ......................................   93
           -------  -----------------------
           9.1.14.  Voluntary Proceedings ........................................   93
           -------  ---------------------
     9.2   Consequences of Event of Default ......................................   94
     ---   --------------------------------
</TABLE>

                                      -v-

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Tab
<S>                                                                                  <C>
            9.2.1.   Events of Default Other Than Bankruptcy, Insolvency or
            ------   ------------------------------------------------------
                     Reorganization Proceedings ..................................   94
                     --------------------------
            9.2.2.   Bankruptcy, Insolvency or Reorganization Proceedings ........   94
            ------   ----------------------------------------------------
            9.2.3.   Set-off .....................................................   94
            ------   -------
            9.2.4.   Suits, Actions, Proceedings .................................   95
            ------   ---------------------------
            9.2.5.   Application of Proceeds .....................................   95
            ------   -----------------------
            9.2.6.   Other Rights and Remedies ...................................   96
            ------   -------------------------
     9.3    Right of Competitive Bid Loan Banks ..................................   96
     ---    -----------------------------------

10.  THE ADMINISTRATIVE AGENT ....................................................   96

     10.1   Appointment ..........................................................   96
     ----   -----------
     10.2   Delegation of Duties .................................................   96
     ----   --------------------
     10.3   Nature of Duties; Independent Credit Investigation ...................   97
     ----   --------------------------------------------------
     10.4   Actions in Discretion of Administrative Agent; Instructions From the
     ----   --------------------------------------------------------------------
            Banks ................................................................   97
            -----
     10.5   Reimbursement and Indemnification of Administrative Agent by the
     ----   ----------------------------------------------------------------
            Borrower .............................................................   98
            --------
     10.6   Exculpatory Provisions; Limitation of Liability ......................   98
     ----   -----------------------------------------------
     10.7   Reimbursement and Indemnification of Administrative Agent by Banks ...   99
     ----   ------------------------------------------------------------------
     10.8   Reliance by Administrative Agent .....................................  100
     ----   --------------------------------
     10.9   Notice of Default ....................................................  100
     ----   -----------------
     10.10  Notices ..............................................................  100
     -----  -------
     10.11  Banks in Their Individual Capacities; Administrative Agents in its
     -----  ------------------------------------------------------------------
            Individual Capacity ..................................................  100
            -------------------
     10.12  Holders of Notes .....................................................  101
     -----  ----------------
     10.13  Equalization of Banks ................................................  101
     -----  ---------------------
     10.14  Successor Administrative Agent .......................................  101
     -----  ------------------------------
     10.15  Administrative Agent's Fee ...........................................  102
     -----  --------------------------
     10.16  Availability of Funds ................................................  102
     -----  ---------------------
     10.17  Calculations .........................................................  103
     -----  ------------
     10.18  Beneficiaries ........................................................  103
     -----  -------------

11.  MISCELLANEOUS ...............................................................  103

     11.1   Modifications, Amendments or Waivers .................................  103
     ----   ------------------------------------
            11.1.1.  Increase of Commitment; Extension of Expiration Date ........  103
            -------  ----------------------------------------------------
            11.1.2.  Extension of Payment; Reduction of Principal Interest or
            -------  --------------------------------------------------------
                     Fees; Modification of Terms of Payment ......................  103
                     --------------------------------------
            11.1.3.  Release of Guarantor ........................................  104
            -------  --------------------
            11.1.4.  Miscellaneous ...............................................  104
            -------  -------------
     11.2   No Implied Waivers; Cumulative Remedies; Writing Required ............  104
     ----   ---------------------------------------------------------
     11.3   Reimbursement and Indemnification of Banks by the Borrower; Taxes ....  104
     ----   -----------------------------------------------------------------
     11.4   Holidays .............................................................  106
     ----   --------
     11.5   Funding by Branch, Subsidiary or Affiliate ...........................  106
     ----   ------------------------------------------
</TABLE>

                                      -vi-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Tab
     <S>                                                                          <C>
            11.5.1.   Notional Funding .........................................  106
            -------   ----------------
            11.5.2.   Actual Funding ...........................................  107
            -------   --------------
     11.6   Notices ............................................................  107
     ----   -------
     11.7   Severability .......................................................  108
     ----   ------------
     11.8   Governing Law ......................................................  108
     ----   -------------
     11.9   Prior Understanding ................................................  108
     ----   -------------------
     11.10  Duration; Survival .................................................  108
     -----  ------------------
     11.11  Successors and Assigns .............................................  109
     -----  ----------------------
     11.12  Confidentiality ....................................................  110
     -----  ---------------
            11.12.1.  General ..................................................  110
            --------  -------
            11.12.2.  Sharing Information With Affiliates of the Banks .........  110
            --------  ------------------------------------------------
     11.13  Counterparts .......................................................  111
     -----  ------------
     11.14  Administrative Agent's or Bank's Consent ...........................  111
     -----  ----------------------------------------
     11.15  Exceptions .........................................................  111
     -----  ----------
     11.16  CONSENT TO FORUM; WAIVER OF JURY TRIAL .............................  111
     -----  --------------------------------------
     11.17  Tax Withholding Clause .............................................  112
     -----  ----------------------
     11.18  Joinder of Guarantors ..............................................  112
     -----  ---------------------
     11.19  Syndication Agent, Documentation Agent, and Managing Agent .........  113
     -----  ----------------------------------------------------------
     11.20  Amendment and Restatement ..........................................  113
     -----  -------------------------
</TABLE>

                                     -vii-

<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(A)      -    PRICING GRID
SCHEDULE 1.1(B)      -    COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)      -    PERMITTED LIENS

SCHEDULE 6.1.2       -    CAPITALIZATION
SCHEDULE 6.1.3       -    SUBSIDIARIES
SCHEDULE 6.1.13      -    CONSENTS AND APPROVALS
SCHEDULE 8.2.1       -    PERMITTED INDEBTEDNESS
SCHEDULE 8.2.4       -    INVESTMENTS EXISTING AS OF THE CLOSING DATE


EXHIBITS


EXHIBIT 1.1(A)       -    ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)       -    BID NOTES
EXHIBIT 1.1(G)(1)    -    GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)    -    GUARANTY AGREEMENT
EXHIBIT 1.1(I)       -    INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(L)       -    LINE OF CREDIT NOTE
EXHIBIT 1.1(L)(2)    -    LOAN DOCUMENTS AMENDMENT
EXHIBIT 1.1(N)       -    ADJUSTMENTS TO ARRIVE AT NET INCOME AVAILABLE TO
                          MANAGING DIRECTORS
EXHIBIT 1.1(R)       -    REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)       -    SWING LOAN NOTE
EXHIBIT 2.4.1        -    COMMITTED LOAN REQUEST (ONE FORM FOR BOTH LINE OF
                          CREDIT AND REVOLVING CREDIT LOANS)
EXHIBIT 2.4.2        -    SWING LOAN REQUEST
EXHIBIT 2.10.2       -    SCHEDULE OF LETTER OF ADMINISTRATIVE FEES
EXHIBIT 2.12.1       -    BID LOAN REQUEST
EXHIBIT 7.1.5        -    OPINION OF COUNSEL
EXHIBIT 8.2.6        -    ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3        -    QUARTERLY COMPLIANCE CERTIFICATE

                                     -viii-

<PAGE>

                                CREDIT AGREEMENT

               THIS CREDIT AGREEMENT is dated as of May 21, 2001 and is made by
and among KPMG Consulting, Inc., a Delaware corporation (the "Borrower"), each
of the Guarantors (as hereinafter defined), the BANKS (as hereinafter defined),
and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the administrative agent
for the Banks under this Agreement (hereinafter referred to in such capacity as
the "Administrative Agent"), THE CHASE MANHATTAN BANK, as the Syndication Agent,
BARCLAYS BANK PLC, as the Documentation Agent.

                                   WITNESSETH:

         WHEREAS, the Banks have provided the Borrower with a revolving credit
facility in an aggregate principal amount not to exceed $100,000,000 and a
364-day revolving line of credit facility in the aggregate amount not to exceed
$100,000,000 pursuant to the Credit Agreement dated as of May 24, 2000 (the
"Prior Credit Agreement"); and

         WHEREAS, the revolving credit loan facility and the line of credit
facility shall be used for general corporate purposes; and

         WHEREAS, the Banks are willing to provide such credit upon the terms
and conditions hereinafter set forth; and

         WHEREAS, pursuant to Section 3.8 of this Agreement, the Banks have
consented to the extension of the Line of Credit Expiration Date to and
including May 20, 2002; and

         WHEREAS, it is desirable to amend and restate the Prior Credit
Agreement to, inter alia, (i) incorporate the terms of the First Amendment to
Credit Agreement, dated as of November 1, 2000, and the Second Amendment to
Credit Agreement, dated as of December 29, 2000, and (ii) to delete outdated
provisions of the Agreement, including provisions that were only applicable
prior to the Borrower's IPO (as defined below);

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


                             1.  CERTAIN DEFINITIONS
                                 -------------------

         1.1  Certain Definitions.
              -------------------

              In addition to words and terms defined elsewhere in this
Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:

                                       -9-

<PAGE>

         Administrative Agent shall mean PNC Bank, National Association, and its
         --------------------
successors and assigns.

         Administrative Agent's Fee shall have the meaning assigned to that term
         --------------------------
in Section 10.15.

         Administrative Agent's Letter shall have the meaning assigned to that
         -----------------------------
term in Section 10.15.

         Affiliate as to any Person shall mean any other Person (i) which
         ---------
directly or indirectly controls, is controlled by, or is under common control
with such Person, (ii) which beneficially owns or holds 10% or more of any class
of the voting or other equity interests of such Person, or (iii) 10% or more of
any class of voting interests or other equity interests of which is beneficially
owned or held, directly or indirectly, by such Person. Control, as used in this
definition, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise, including
the power to elect a majority of the directors or trustees of a corporation or
trust, as the case may be.

         Agreement shall mean this Credit Agreement, as the same may be
         ---------
supplemented or amended from time to time, including all schedules and exhibits.

         Annual Statements shall have the meaning assigned to that term in
         -----------------
Section 6.1.9(i).

         Applicable Letter of Credit Fee Rate shall mean at any time the
         ------------------------------------
Applicable Margin applicable to Revolving Credit Loans under the Euro-Rate
Option in effect at such at such time.

         Applicable Commitment Fee Rate shall mean, as applicable:
         ------------------------------

         (a) the percentage rate per annum at the indicated level of Leverage
Ratio which shall be used to determine the Revolving Credit Commitment Fee as
set forth in the pricing grid in Schedule 1.1(A) under the heading "Revolving
Credit Commitment Fee," or;

         (b) the percentage rate per annum at the indicated level of Leverage
Ratio which shall be used to determine the Line of Credit Commitment Fee as set
forth in the pricing grid in Schedule 1.1(A) under the heading "Line of Credit
Commitment Fee."

         The Applicable Commitment Fee Rate shall be computed in accordance with
Schedule 1.1(A).
---------------

         Applicable Margin shall mean, as applicable:
         -----------------

         (A) the percentage spread to be added to Euro-Rate under the Revolving
Credit Euro-Rate Option at the indicated level of Leverage Ratio in the pricing
grid on Schedule 1.1(A) below the heading "Revolving Credit Euro-Rate Spread;"
        ---------------
or

                                      -10-

<PAGE>

         (B) the percentage spread to be added to CD Rate under the Revolving
Credit CD Rate Option at the indicated level of Leverage Ratio in the pricing
grid on Schedule 1.1(A) below the heading "Revolving Credit CD Rate Spread;" or
        ---------------

         (C) the percentage spread to be added to Base Rate under the Revolving
Credit Base Rate Option at the indicated level of Leverage Ratio in the pricing
grid on Schedule 1.1(A) below the heading "Revolving Credit Base Rate Spread",
        ---------------
or

         (D) the percentage spread to be added to Euro-Rate under the Line of
Credit Euro-Rate Option at the indicated level of Leverage Ratio in the pricing
grid on Schedule 1.1(A) below the heading "Line of Credit Euro-Rate Spread;" or
        ---------------

         (E) the percentage spread to be added to CD Rate under the Line of
Credit CD Rate Option at the indicated level of Leverage Ratio in the pricing
grid on Schedule 1.1(A) below the heading "Line of Credit CD Rate Spread;" or
        ---------------

         (F) the percentage spread to be added to Base Rate under the Line of
Credit Euro-Rate Option at the indicated level of Leverage Ratio in the pricing
grid on Schedule 1.1(A) below the heading "Line of Credit Base Rate Spread."
        ---------------

         The Applicable Margin shall be computed in accordance with the
parameters set forth on Schedule 1.1(A) and shall be adjusted for Loans under
                        ---------------
the Euro-Rate Option as provided in Section 4.6.

         Approved Subordinated Indebtedness shall mean Indebtedness of the
         ----------------------------------
Borrower and its Subsidiaries which is subordinated to the Indebtedness and
other Obligations hereunder under terms reviewed by and agreed to by the
Administrative Agent and provided that the maturity of such Approved
Subordinated Indebtedness or any portion thereof and every required payment of
principal, whether conditional or unconditional, is due at least 90 days after
the Revolving Credit Expiration Date.

         Assessment Rate for any day shall mean the rate per annum (rounded
         ---------------
upward to the nearest 1/100 of 1%) as determined by the Administrative Agent in
accordance with its usual procedures to be the maximum effective assessment rate
per annum payable by a bank insured by the Federal Deposit Insurance Corporation
(or any successor) for such day for insurance on Dollar time deposits, exclusive
of any credit allowed against such annual assessment on account of assessment
payments made or to be made by such bank. The CD Rate shall be adjusted
automatically as of the effective date of each change in the Assessment Rate.

         Assignment and Assumption Agreement shall mean an Assignment and
         -----------------------------------
Assumption Agreement by and among a Purchasing Bank, a Transferor Bank and the
Administrative Agent, as Administrative Agent and on behalf of the remaining
Banks, substantially in the form of Exhibit 1.1(A).
                                    --------------

         Authorized Officer shall mean those individuals, designated by written
         ------------------
notice to the Administrative Agent from the Borrower, authorized to execute
notices, reports and other documents on behalf of the Loan Parties required
hereunder. The Borrower may amend such list

                                      -11-

<PAGE>

of individuals from time to time by giving written notice of such amendment to
the Administrative Agent.

         Banks shall mean the financial institutions named on Schedule 1.1(B)
         -----                                                ---------------
and their respective successors and assigns as permitted hereunder, each of
which is referred to herein as a Bank.

         Base Rate shall mean the greater of (i) the interest rate per annum
         ---------
announced from time to time by the Administrative Agent at its Principal Office
as its then prime rate, which rate may not be the lowest rate then being charged
commercial borrowers by the Administrative Agent, or (ii) the Federal Funds
Effective Rate plus 1/2% per annum.

         Base Rate Option shall mean either the Revolving Credit Base Rate
         ----------------
Option or the Line of Credit Base Rate Option.

         Benefit Arrangement shall mean at any time an "employee benefit plan,"
         -------------------
within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a
Multiemployer Plan and which is maintained, sponsored or otherwise contributed
to by any member of the ERISA Group.

         Bid shall have the meaning assigned to such term in Section 2.12.2.
         ---

         Bid Loan Aggregate Sublimit shall have the meaning assigned to such
         ---------------------------
term in Section 2.12.1.

         Bid Loan Banks shall have the meaning assigned to such term in Section
         --------------
9.3.

         Bid Loan Borrowing Date shall mean, with respect to any Bid Loan, the
         -----------------------
date for the making thereof which shall be a Business Day.

         Bid Loan Euro-Rate Rate Option shall mean the option of the Borrower to
         ------------------------------
request that the Banks submit Bids to make Bid Loans bearing interest at a rate
per annum quoted by such Banks at the Euro-Rate in effect two Business Days
before the Borrowing Date of such Bid Loan plus a Euro-Rate Bid Loan Spread.

         Bid Loan Fixed Rate Option shall mean the option of the Borrower to
         --------------------------
request that the Banks submit Bids to make Bid Loans bearing interest at a fixed
rate per annum quoted by such Banks as a numerical percentage (and not as a
spread over another rate such as the Euro-Rate).

         Bid Loan Individual Bank Sublimit shall have the meaning assigned to
         ---------------------------------
such term in Section 2.12.1.

         Bid Loan Interest Period shall have the meaning assigned to such term
         ------------------------
in Section 2.12.1.

         Bid Loan Processing Fees shall have the meaning assigned to such term
         ------------------------
in Section 10.15.

                                      -12-

<PAGE>

         Bid Loan Request shall have the meaning assigned to such term in
         ----------------
Section 2.12.1.

         Bid Loans shall mean collectively and Bid Loan shall mean separately
         ---------                             --------
all of the bid loans or any bid loan made by any of the Banks to the Borrower
pursuant to Section 2.12.

         Bid Notes shall mean collectively and Bid Note shall mean separately
         ---------                             --------
all of the Bid Notes of the Borrower in the form of Exhibit 1.1(B) evidencing
                                                    --------------
the Bid Loans together with all amendments, extensions, renewals, replacements,
refinancings or refunds thereof in whole or in part.

         Borrower shall mean KPMG Consulting, Inc., a corporation organized and
         --------
existing under the laws of the State of Delaware.

         Borrowing Date shall mean, with respect to any Loan, the date for the
         --------------
making thereof or the renewal or conversion thereof at or to the same or a
different Interest Rate Option, which shall be a Business Day.

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

         Business Day shall mean any day other than a Saturday or Sunday or a
         ------------
legal holiday on which commercial banks are authorized or required to be closed
for business in Pittsburgh, Pennsylvania and if the applicable Business Day
relates to any Loan to which the Euro-Rate Option applies, such day must also be
a day on which dealings are carried on in the London interbank market.


         CD Rate shall mean, with respect to the Loans comprising any Borrowing
         -------
Tranche to which the CD Rate Option applies for any Interest Period, the
interest rate per annum determined by the Administrative Agent by adding:

                    (A)   the rate per annum obtained by dividing (the resulting
         quotient to be rounded upward to the nearest 1/100 of 1%) (i) the rate
         of interest (which shall be the same for each day in such Interest
         Period) which is the arithmetic average computed by the Administrative
         Agent of the rates determined by the Administrative Agent in accordance
         with its usual procedures to be the average of the secondary market bid
         rates at or about 11:00 a.m., Pittsburgh time, on the first day of such
         Interest Period by dealers of recognized standing in negotiable
         certificates of deposit for the purchase at face value of negotiable
         certificates of deposit of Administrative Agent for delivery on such
         day in amounts comparable to such CD Rate Loan and having maturities
         comparable to such Interest Period by (ii) a number equal to 1.00 minus
         the CD Rate Reserve Percentage; and

                                      -13-

<PAGE>

                       (B)  the Assessment Rate.

              The CD Rate may also be expressed by the following formula:

              average of the secondary market
  CD Rate =   bid rates determined by the Administrative Agent + Assessment Rate
              ------------------------------------------------
              1.00 - CD Rate Reserve Percentage

The CD Rate shall be adjusted with respect to any CD Rate Option outstanding on
the effective date of any change in the CD Rate Reserve Percentage as of such
effective date. The Administrative Agent shall give prompt written notice to the
Borrower of the CD Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error.

         CD Rate Loan Interest Period shall mean the period of time selected by
         ----------------------------
the Borrower in connection with (and to apply to) any election permitted
hereunder by the Borrower to have Revolving Credit Loans bear interest under the
Revolving Credit CD Rate Option and to have the Line of Credit Loans bear
interest under the Line of Credit CD Rate Option. Subject to the last sentence
of this definition, such period shall be 30, 60, 90 or 180 days. Such CD Rate
Loan Interest Period shall commence on the effective date of such Interest Rate
Option, which shall be (i) the Borrowing Date if the Borrower is requesting new
Loans, or (ii) the date of renewal of or conversion to the CD Rate Option if the
Borrower is renewing or converting to the CD Rate Option applicable to
outstanding Loans. Notwithstanding the second sentence hereof: (A) any CD Rate
Loan Interest Period which would otherwise end on a date which is not a Business
Day shall be extended to the next succeeding Business Day unless such Business
Day falls in the next calendar month, in which case such CD Rate Loan Interest
Period shall end on the next preceding Business Day, and (B) the Borrower shall
not select, convert to or renew a CD Rate Loan Interest Period for any portion
of the Line of Credit Loans that would end after the Line of Credit Expiration
Date or the Revolving Credit Loans that would end after the Revolving Credit
Expiration Date.

         CD Rate Option shall mean either the Revolving Credit CD Rate Option or
         --------------
the Line of Credit CD Rate Option.

         CD Rate Reserve Percentage shall mean the maximum effective percentage
         --------------------------
(expressed as a decimal, rounded upward to the nearest 1/100 of 1%), as
determined in good faith by the Administrative Agent, which is in effect on such
day as prescribed by the Board of Governors of the Federal Reserve System (or
any successor) for determining the reserve requirements (including supplemental,
marginal and emergency reserve requirements) for a member bank of such System in
respect of nonpersonal time deposits in Dollars in the United States. The CD
Rate shall be adjusted automatically as of the effective date of each change in
the CD Rate Reserve Percentage.

         Cisco shall mean Cisco Systems, Inc., its successors and assigns.
         -----

         Cisco Agreements shall mean collectively the Alliance Agreement dated
         ----------------
December 29, 1999, between Cisco and the Borrower and all ancillary agreements
contemplated

                                      -14-

<PAGE>

therein, including without limitation the Stock Purchase Agreement and Investor
Rights Agreement of the same date between the same parties all other agreements
and documents governing or relating to Cisco's investment in Borrower.

         Cisco Preferred Stock shall mean the Series A Mandatorily Redeemable
         ---------------------
Convertible Preferred Stock of the Borrower which was outstanding prior to the
IPO and was redeemed or converted prior to the date of the IPO.

         Closing Date shall mean the Business Day on which the first Loan shall
         ------------
be made, which shall be May 21, 2001.

         Commercial Letter of Credit shall mean any Letter of Credit which is a
         ---------------------------
commercial letter of credit issued in respect of the purchase of goods or
services by one or more of the Loan Parties in the ordinary course of their
business.

         Commitment shall mean as to any Bank the aggregate of its Revolving
         ----------
Credit Commitment and Line of Credit Commitment and, in the case of the
Administrative Agent, its Swing Loan Commitment, and Commitments shall mean the
                                                     -----------
aggregate of the Revolving Credit Commitments, Line of Credit Commitments and
the Swing Loan Commitment of all of the Banks and the Administrative Agent.

         Commitment Fee shall mean, as applicable the Line of Credit Commitment
         --------------
Fee and the Revolving Credit Commitment Fee.

         Committed Loan shall mean either a Line of Credit Loan, Revolving
         --------------
Credit Loan or a Swing Loan.

         Committed Loan CD Rate Option shall mean either a Line of Credit CD
         -----------------------------
Rate Option or a Revolving Credit Loan CD Rate Option.

         Committed Loan Euro-Rate Option shall mean either a Line of Credit
         -------------------------------
Euro-Rate Option or a Revolving Credit Loan Euro-Rate Option.

         Committed Loan Interest Period shall mean either a CD Rate Loan
         ------------------------------
Interest Period, a Swing Loan Interest Period or a Euro-Rate Loan Interest
Period.

         Committed Loan Request shall have the meaning given to such term in
         ----------------------
Section 2.4.1. A Committed Loan Request shall be used to select, convert to or
renew a Base Rate Option, CD Rate Option or Euro-Rate Option with respect to any
new or outstanding Revolving Credit Loan or Line of Credit Loan.

         Compliance Certificate shall have the meaning assigned to such term in
         ----------------------
Section 8.3.3.

         Consideration shall mean with respect to any Permitted Acquisition, the
         -------------
aggregate of (i) the cash paid by any of the Loan Parties, directly or
indirectly, to the seller in connection therewith, (ii) the Indebtedness
incurred or assumed by any of the Loan Parties, whether in favor

                                      -15-

<PAGE>

of the seller or otherwise and whether fixed or contingent, (iii) any Guaranty
given or incurred by any Loan Party in connection therewith, and (iv) any other
consideration given or obligation incurred by any of the Loan Parties in
connection therewith.

         Consolidated EBITDA for any period of determination shall mean the
         -------------------
consolidated EBITDA of the Borrower and its Subsidiaries for such period
determined and consolidated in accordance with GAAP.

         Consolidated Net Worth shall mean, as of any date of determination,
         ----------------------
total stockholders' equity of the Borrower and its Subsidiaries as of such date
determined and consolidated in accordance with GAAP.

         Debt Rating shall mean the rating of the Borrower's senior unsecured
         -----------
long-term debt by each of Standard & Poor's or Moody's.

         Dividend Limitation shall be computed following the IPO and shall mean
         -------------------
as of any date of determination the difference between (i) 50% of the cumulative
consolidated net income (net of losses) of the Borrower and its Subsidiaries for
quarters beginning on or after the IPO and ending on or before such date of
determination, less (ii) the amount of dividends or other distributions paid on
and after the IPO.

         Documentation Agent shall mean Barclays Bank PLC.
         -------------------

         Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money
         -----------------------------                -
of the United States of America.

         Drawing Date shall have the meaning assigned to that term in Section
         ------------
2.10.3.2.

         EBITDA for any Person during any period of determination shall mean:
         ------

         (A)  for calculations of EBITDA earned prior to the IPO, the sum of Net
Income Available to Managing Directors, depreciation, amortization, interest
expense and income tax expense of such Person, and

         (B)  for calculations of EBITDA earned after the IPO, the sum of net
income, depreciation, amortization, interest expense and income tax expense of
such Person.

         Environmental Complaint shall mean any written complaint by any Person
         -----------------------
or Official Body setting forth a cause of action for personal injury or property
damage, natural resource damage, contribution or indemnity for response costs,
civil or administrative penalties, criminal fines or penalties, or declaratory
or equitable relief arising under any environmental laws or any order, notice of
violation, citation, subpoena, request for information or other written notice
or demand of any type issued by an Official Body pursuant to any environmental
laws.

         ERISA shall mean the Employee Retirement Income Security Act of 1974,
         -----
as the same may be amended or supplemented from time to time, and any successor
statute of similar import, and the rules and regulations thereunder, as from
time to time in effect.

                                      -16-

<PAGE>

         ERISA Group shall mean, at any time, the Borrower and all
         -----------
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control and all other entities which,
together with the Borrower, are treated as a single employer under Section 414
of the Internal Revenue Code.

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

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

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent
shall give prompt notice to the Borrower of the Euro-Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent
manifest error.

         Euro-Rate Loan shall mean any Loan made by any of the Banks to the
         --------------
Borrower under a Euro-Rate Option.

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

                                      -17-

<PAGE>

such Business Day falls in the next calendar month, in which case such Euro-Rate
Loan Interest Period shall end on the next preceding Business Day, and (B) the
Borrower shall not select, convert to or renew a Euro-Rate Loan Interest Period
for any portion of the Line of Credit Loans that would end after the Line of
Credit Expiration Date or the Revolving Credit Loans that would end after the
Revolving Credit Expiration Date.

         Euro-Rate Bid Loan shall mean any Bid Loan that bears interest under
         ------------------
the Bid Loan Euro-Rate Option.

         Euro-Rate Bid Loan Spread shall mean the spread quoted by a Bank in its
         -------------------------
Bid to apply to such Bank's Bid Loan if such Bank's Bid is accepted. The
Euro-Rate Bid Loan Spread shall be quoted as a percentage rate per annum and
expressed in multiples of 1/1000th of one percentage point to be either added to
(if it is positive) or subtracted from (if it is negative) the Euro-Rate in
effect two (2) Business Days before the Borrowing Date with respect to such Bid
Loan. Interest on Euro-Rate Bid Loans shall be computed based on a year of 360
days and actual days elapsed.

         Euro-Rate Interest Period shall mean the Interest Period applicable to
         -------------------------
a Euro-Rate Loan.

         Euro-Rate Option shall mean either the Revolving Credit Euro-Rate
         ----------------
Option, the Line of Credit Euro-Rate Option or the Bid Loan Euro-Rate Option.

         Euro-Rate Reserve Percentage shall mean as of any day the maximum
         ----------------------------
percentage in effect on such day, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the reserve
requirements (including supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as
"Eurocurrency Liabilities") or a member bank in such System.

         Event of Default shall mean any of the events described in Section 9.1
         ----------------
and referred to therein as an "Event of Default."

         Expiration Date shall mean either the Line of Credit Expiration Date or
         ---------------
the Revolving Credit Expiration Date as the context indicates.

         Facility Usage shall mean as of any date of determination the aggregate
         --------------
of outstanding amount of all Revolving Facility Usage plus the Line of Credit
Loans as of such date.

         Federal Funds Effective Rate for any day shall mean 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 which is a Business Day, the average
of the quotations for the day of such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

                                      -18-

<PAGE>

         Financial Projections shall have the meaning assigned to that term in
         ---------------------
Section 6.1.9(ii).

         Fixed Rate shall mean a fixed interest rate quoted by a Bank in its Bid
         ----------
to apply to such Bank's Bid Loan over the term of such Bid Loan if such Bank's
Bid is accepted.

         Fixed Rate Bid Loan shall mean a Bid Loan that bears interest under the
         -------------------
Bid Loan Fixed Rate Option.

         Foreign Subsidiary shall mean any Subsidiary of the Borrower which is
         ------------------
organized under the laws of a country other than the United States.

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

         Governmental Acts shall have the meaning assigned to that term in
         -----------------
Section 2.10.8.

         Guarantor shall mean KPMG Consulting, LLC and each of the other
         ---------
Subsidiaries of the Borrower (excluding Education Information Management Systems
LLC, KPMG Enterprise Integration Services, LLC, KCI Funding Corporation and any
Foreign Subsidiary which does not join this Agreement as a Guarantor) which is
designated as a "Guarantor" on the signature page hereof and each other Person
which joins this Agreement as a Guarantor after the date hereof pursuant to
Section 11.18.

         Guarantor Joinder shall mean a joinder by a Person as a Guarantor under
         -----------------
this Agreement, the Guaranty Agreement and the other Loan Documents in the form
of Exhibit 1.1(G)(1).
   -----------------

         Guaranty of any Person shall mean any obligation of such Person
         --------
guaranteeing or in effect guaranteeing any liability or obligation of any other
Person in any manner, whether directly or indirectly, including any agreement to
indemnify or hold harmless any other Person, any performance bond or other
suretyship arrangement and any other form of assurance against loss, except
endorsement of negotiable or other instruments for deposit or collection in the
ordinary course of business.

         Guaranty Agreement shall mean the Guaranty and Suretyship Agreement
         ------------------
dated as of May 24, 2000 in substantially the form of Exhibit 1.1(G)(2) executed
                                                      -----------------
and delivered by each of the Guarantors to the Administrative Agent for the
benefit of the Banks, as amended by the Loan Documents Amendment.

         Historical Statements shall have the meaning assigned to that term in
         ---------------------
Section 6.1.9.

         Indebtedness shall mean, as to any Person at any time and without
         ------------
duplication, any and all indebtedness, obligations or liabilities (whether
matured or unmatured, liquidated or

                                      -19-

<PAGE>

unliquidated, direct or indirect, absolute or contingent, or joint or several)
of such Person for or in respect of: (i) borrowed money (excluding Approved
Subordinated Indebtedness), (ii) amounts raised under or liabilities in respect
of any note purchase or acceptance credit facility, (iii) reimbursement
obligations (contingent or otherwise) under any letter of credit, (iv) net
liability arising from exposure under any currency swap agreement, interest rate
swap, cap, collar or floor agreement or other hedging device unless such net
liability results from a hedge which qualifies under FAS 133 as a hedge of
foreign currency exposure or interest rate exposure, as calculated in accordance
with Statement 133 of the Financial Accounting Standards Board, as amended, (v)
any other transaction (including forward sale or purchase agreements,
capitalized leases, conditional sales agreements and amounts outstanding under
the PNC Receivables Purchase Facility or under any other asset securitization)
having the commercial effect of a borrowing of money entered into by such Person
to finance its operations or capital requirements (but not including trade
payables and accrued expenses incurred in the ordinary course of business which
are not represented by a promissory note or other evidence of indebtedness and
which are not more than sixty (60) days past due), unless being reasonably
contested by the Borrower or its Subsidiaries, or (vi) any Guaranty of
Indebtedness for borrowed money.

         Ineligible Security shall mean any security which may not be
         -------------------
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

         Insolvency Proceeding shall mean, with respect to any Person, (a) a
         ---------------------
case, action or proceeding with respect to such Person (i) before any court or
any other Official Body under any bankruptcy, insolvency, reorganization or
other similar Law now or hereafter in effect, or (ii) for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Loan Party or otherwise relating to the
liquidation, dissolution, winding-up or relief of such Person, or (b) any
general assignment for the benefit of creditors, composition, marshaling of
assets for creditors, or other, similar arrangement in respect of such Person's
creditors generally or any substantial portion of its creditors; undertaken
under any Law.

         Intercompany Subordination Agreement shall mean the Subordination
         ------------------------------------
Agreement dated as of May 24, 2000 among the Loan Parties in the form attached
hereto as Exhibit 1.1(I), as amended by the Loan Documents Amendment.
          --------------

         Interest Period shall mean either a Committed Loan Interest Period or a
         ---------------
Bid Loan Interest Period.

         Interest Rate Option shall mean the Committed Loan CD Rate Option,
         --------------------
Committed Loan Euro-Rate Option, Bid Loan Euro-Rate Option, Bid Loan Fixed Rate
Option, or the Base Rate Option.

         Interim Statements shall have the meaning assigned to that term in
         ------------------
Section 6.1.9(i).

                                      -20-

<PAGE>

          Internal Revenue Code shall mean the Internal Revenue Code of 1986, as
          ---------------------
the same may be amended or supplemented from time to time, and any successor
statute of similar import, and the rules and regulations thereunder, as from
time to time in effect.

          Investment shall have the meaning assigned to such term in Section
          ----------
8.2.4

          Investment Amount shall mean the total amount of any Investment made
          -----------------
by the Loan Parties in Persons other than the Loan Parties and shall mean all of
the following with respect to any such Person: (i) investments or contributions
by any of the Loan Parties directly or indirectly in or to the capital of or
other payments to or for the benefit of such Person, each such investments or
contributions to be valued at cost on the date on which such investment is made,
(ii) loans by any of the Loan Parties directly or indirectly to such Person,
(iii) guaranties by any of the Loan Parties directly or indirectly of the
obligations of such Person, or (iv) other obligations, contingent or otherwise,
of any of the Loan Parties to or for the benefit of such Person.

          Investment Grade Debt Rating shall mean a Debt Rating by Moody's of at
          ----------------------------
least Baa3 or by Standard & Poor's of at least BBB. The Borrower shall be deemed
to have an Investment Grade Debt Rating for purposes of this Agreement when it
           ----------------------------
has received ratings by either Standard & Poor's or Moody's and such rating
meets the requirements in the preceding sentence. The Borrower shall be deemed
to cease to have an Investment Grade Debt Rating if both Moody's and Standard &
Poor's cease to provide a Debt Rating for the Borrower or provide a Debt Rating
for the Borrower but the Debt Rating is below the required minimum rating set
forth in the first sentence above.

          IPO shall mean the initial public offering of the common stock of the
          ---
Borrower registered under the Securities Act of 1933, as amended, which was
completed on February 13, 2001.

          Labor Contracts shall mean all employment agreements, employment
          ---------------
contracts, collective bargaining agreements and other agreements among any Loan
Party or Subsidiary of a Loan Party and its employees governing the terms of
their employment.

          Law shall mean any law (including common law), constitution, statute,
          ---
treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree, bond, judgment, authorization or approval, lien or
award of or settlement agreement with any Official Body.

          Letter of Credit shall have the meaning assigned to that term in
          ----------------
Section 2.10.1.

          Letter of Credit Borrowing shall have the meaning assigned to such
          --------------------------
term in Section 2.10.3.4.

          Letter of Credit Fee shall have the meaning assigned to that term in
          --------------------
Section 2.10.2.

                                      -21-

<PAGE>

          Letters of Credit Outstanding shall mean at any time the sum of (i)
          -----------------------------
the aggregate undrawn face amount of outstanding Letters of Credit and (ii) the
aggregate amount of all unpaid and outstanding Reimbursement Obligations and
Letter of Credit Borrowings.

          Leverage Ratio shall mean as of any date of determination, the ratio
          --------------
of consolidated Indebtedness of the Borrower and its Subsidiaries existing as of
such date to their Consolidated EBITDA for the most recent four consecutive
quarters ended on or prior to such date of determination.

          Lien shall mean any mortgage, deed of trust, pledge, lien, security
          ----
interest, charge or other encumbrance or security arrangement of any nature
whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

          Line of Credit Base Rate Option shall mean the option of the Borrower
          -------------------------------
to have Line of Credit Loans bear interest at the rate and under the terms and
conditions set forth in 4.1.1(b)(i)

          Line of Credit CD Rate Option shall mean the option of the Borrower to
          -----------------------------
have Line of Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 4.1.1(b)(iii)

          Line of Credit Commitment shall mean, as to any Bank at any time, the
          -------------------------
amount initially set forth opposite its name on Schedule 1.1(B) in the column
                                                ---------------
labeled "Amount of Commitment for Line of Credit Loans," and thereafter on
Schedule I to the most recent Assignment and Assumption Agreement, and Line of
                                                                       -------
Credit Commitments shall mean the aggregate Line of Credit Commitments of all of
------------------
the Banks.

          Line of Credit Commitment Fee shall mean the percentage rate per annum
          -----------------------------
at the indicated level of Leverage Ratio as set forth in the Pricing Grid in
Schedule 1.1(A) below the heading " Line of Credit Commitment Fee shall be
computed in accordance with the parameters set forth in Schedule 1.1(A).

          Line of Credit Euro-Rate Option shall mean the option of the Borrower
          -------------------------------
to have Line of Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 4.1.1(b)(ii)

          Line of Credit Expiration Date shall mean, with respect to the Line of
          ------------------------------
Credit Commitment, May 20, 2002.

          Line of Credit Loans shall mean collectively and Line of Credit Loan
          --------------------                             -------------------
shall mean separately all Line of Credit Loans or any Line of Credit Loan made
by the Banks to the Borrower pursuant to Section 3.

                                      -22-

<PAGE>

          Line of Credit Notes shall mean collectively and Line of Credit Note
          --------------------                             -------------------
shall mean separately all the Line of Credit Notes of the Borrower in the form
of Exhibit 1.1(L) evidencing the Line of Credit Loans together with all
   -------
amendments, extensions, renewals, replacements, refinancings or refundings
thereof in whole or in part.

          LLC Interests shall have the meaning given to such term in Section
          -------------
6.1.3

          Loan Documents shall mean this Agreement, the Administrative Agent's
          --------------
Letter, the Guaranty Agreement, the Intercompany Subordination Agreement, the
Notes, the Pledge Agreement, the Security Agreement--Promissory Notes and any
other instruments, certificates or documents delivered or contemplated to be
delivered hereunder or thereunder or in connection herewith or therewith, as the
same may be supplemented or amended from time to time in accordance herewith or
therewith, and Loan Document shall mean any of the Loan Documents.
               -------------

          Loan Documents Amendment shall mean the Amendment substantially in the
          ------------------------
form of Exhibit Error! Reference source not found.(L)(2) and dated as of the
Closing Date amending and ratifying the Guaranty Agreement, the Intercompany
Subordination Agreement, the Pledge Agreements, the Security
Agreement--Promissory Notes and the Agent's Letter dated as of the Closing Date
and executed by each of the Loan Parties and the Agent. The Banks hereby
authorize the Agent to sign the Loan Documents Amendment on behalf of the Banks.

          Loan Parties shall mean the Borrower and the Guarantors and each
          ------------
domestic Subsidiary acquired pursuant to a Permitted Acquisition which will be
required to join this Credit Agreement as a Guarantor within 30 days or less of
such Permitted Acquisition and the due date for such delivery has not yet
occurred.

          Loan Request shall mean either a Bid Loan Request or a Committed Loan
          ------------
Request.

          Loans shall mean collectively and Loan shall mean separately all
          -----                             ----
Revolving Credit Loans, Line of Credit Loans, Bid Loans or Swing Loans, or any
Revolving Credit Loan, Line of Credit Loan, Bid Loan or Swing Loan.

          Material Adverse Change shall mean any set of circumstances or events
          -----------------------
which (a) has or could reasonably be expected to have any material adverse
effect whatsoever upon the validity or enforceability of this Agreement or any
other Loan Document, (b) is or could reasonably be expected to be material and
adverse to the business, properties, assets, financial condition, results of
operations of the Loan Parties taken as a whole, (c) impairs materially or could
reasonably be expected to impair materially the ability of the Loan Parties
taken as a whole to duly and punctually pay or perform its Indebtedness, or (d)
impairs materially or could reasonably be expected to impair materially the
ability of the Administrative Agent or any of the Banks, to the extent
permitted, to enforce their legal remedies pursuant to this Agreement or any
other Loan Document.

          Material Aggregate of Non-Material Subsidiaries shall mean as of any
          -----------------------------------------------
date of determination any group of Subsidiaries of the Borrower if either (i)
during the four (4) fiscal quarters ending on or immediately preceding the date
of determination (the "Preceding Four

                                      -23-

<PAGE>

Quarters") the gross revenues of such Subsidiaries collectively equaled or
exceeded 10% of the consolidated gross revenues of the Borrower and its
Subsidiaries, or (ii) as of any quarter ending during the Preceding Four
Quarters the total assets of such Subsidiaries equaled or exceeded 10% of the
total consolidated assets of the Borrower and its Subsidiaries.

          Material Subsidiary shall mean as of any date of determination any
          -------------------
Subsidiary of the Borrower if either (i) during the four (4) fiscal quarters
ending on or immediately preceding the date of determination (the "Preceding
Four Quarters") the gross revenues of such Subsidiary equaled or exceeded 5% of
the consolidated gross revenues of the Borrower and its Subsidiaries, or (ii) as
of any quarter ending during the Preceding Four Quarters the total assets of
such Subsidiary equaled or exceeded 5% of the total consolidated assets of the
Borrower and its Subsidiaries.

          Month, with respect to a Euro-Rate Loan Interest Period under the
          -----
Euro-Rate Option, shall mean the interval between the days in consecutive
calendar months numerically corresponding to the first day of such Euro-Rate
Loan Interest Period. If any Euro-Rate Loan Interest Period begins on a day of a
calendar month for which there is no numerically corresponding day in the month
in which such Euro-Rate Loan Interest Period is to end, the final month of such
Euro-Rate Loan Interest Period shall be deemed to end on the last Business Day
of such final month.

          Moody's shall mean Moody's Investors Service, Inc. and its successors.
          -----

          Multiemployer Plan shall mean any employee benefit plan which is a
          ------------------
"multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to
which the Borrower or any member of the ERISA Group is then making or accruing
an obligation to make contributions or, within the preceding five Plan years,
has made or had an obligation to make such contributions.

          Multiple Employer Plan shall mean a Plan which has two or more
          ----------------------
contributing sponsors (including the Borrower or any member of the ERISA Group)
at least two of whom are not under common control, as such a plan is described
in Sections 4063 and 4064 of ERISA.

          Net Income Available to Managing Directors shall mean as of any period
          ------------------------------------------
of determination, the sum of Net Income After Tax, plus Managing Directors Bonus
Expense and less the amount of dividends paid under the Cisco Preferred Stock.
Net Income After Tax will be as reported in the Borrower's financial statements,
but shall be calculated (i) for all purposes other than those described in
clause (ii) of this definition, without reduction for any applicable QCS Charges
-----------
and without any increase with respect to any applicable income or gains realized
by the Borrower and its Subsidiaries with respect to their Investments in Qwest
Cyber.Solutions, LLC and (ii) for purposes of computing "EBITDA," "Consolidated
EBITDA," and the "Leverage Ratio" solely in connection with a determination of
the "Applicable Margin" and the "Applicable Commitment Fee Rate" hereunder, Net
Income After Tax shall be calculated without reduction for any QCS Charges
directly attributable to the Borrower's writing down of the value of such
Investments (as opposed to those directly attributable to operating losses
incurred by Qwest Cyber.Solutions, LLC) before December 31, 2000. Managing
Directors

                                      -24-

<PAGE>

Bonus Expense will be determined from the schedule provided by management,
substantially in the form of Exhibit 1.1(N)).

          Notes shall mean the Revolving Credit Notes, Line of Credit Notes, Bid
          -----
Notes and Swing Note.

          Notices shall have the meaning assigned to that term in Section 11.6
          -------

          Obligation shall mean any obligation or liability of any of the Loan
          ----------
Parties to the Administrative Agent or any of the Banks, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due, under or in connection with this
Agreement, the Notes, the Letters of Credit, the Administrative Agent's Letter
or any other Loan Document.

          Offered Amount shall have the meaning assigned to such term in Section
          --------------
Error! Reference source not found..

          Offered Rate Option shall mean the rate of interest quoted from time
          -------------------
to time by PNC Bank to the Borrower and accepted by the Borrower with respect to
a Swing Loan.

          Official Body shall mean any national, federal, state, local or other
          -------------
government or political subdivision or any agency, authority, board, bureau,
central bank, commission,department or instrumentality of either, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

          Participation Advance shall mean, with respect to any Bank, such
          ---------------------
Bank's payment in respect of its participation in a Letter of Credit Borrowing
according to its Ratable Share pursuant to Section Section 2.10.3.

          Partnership Interests shall have the meaning given to such term in
          ---------------------
Section Section 6.1.3.

          PBGC shall mean the Pension Benefit Guaranty Corporation established
          ----
pursuant to Subtitle A of Title IV of ERISA or any successor.

          Permitted Acquisitions shall have the meaning assigned to such term in
          ----------------------
Section 8.2.6.

          Permitted Investments shall mean:
          ---------------------

          (i)    direct obligations of the United States of America or any
agency or instrumentality thereof or obligations backed by the full faith and
credit of the United States of America maturing in twelve (12) months or less
from the date of acquisition;

          (ii)   commercial paper maturing in 180 days or less rated not lower
than A-1, by Standard & Poor's or P-1 by Moody's Investors Service, Inc. on the
date of acquisition;

                                     -25-

<PAGE>

          (iii)   demand deposits, time deposits or certificates of deposit
maturing within one year in commercial banks whose obligations are rated A-1, A
or the equivalent or better by Standard & Poor's on the date of acquisition; and

          (iv)    mutual funds that invest substantially all of their assets in
investments described in clauses (i) through (iii) above.

          Permitted Liens shall mean:
          ---------------

          (i)     Liens for taxes, assessments, or similar charges, incurred in
the ordinary course of business and which are not yet due and payable;

          (ii)    Pledges or deposits made in the ordinary course of business to
secure payment of workmen's compensation, or to participate in any fund in
connection with workmen's compensation, unemployment insurance, old-age pensions
or other social security programs;

          (iii)   Liens of mechanics, materialmen, warehousemen, carriers, or
other like Liens, securing obligations incurred in the ordinary course of
business that are not yet due and payable and Liens of landlords securing
obligations to pay lease payments that are not yet due and payable or in
default;

          (iv)    Good-faith pledges or deposits made in the ordinary course of
business to secure performance of bids, tenders, contracts (other than for the
repayment of borrowed money) or leases, not in excess of the aggregate amount
due thereunder, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of
business;

          (v)     Encumbrances consisting of zoning restrictions, easements or
other restrictions on the use of real property, none of which materially impairs
the use of such property or the value thereof, and none of which is violated in
any material respect by existing or proposed structures or land use;

          (vi)    Liens, security interests and mortgages in favor of the
Administrative Agent for the benefit of the Banks;

          (vii)   Liens on property leased by any Loan Party or Subsidiary of a
Loan Party under capital leases permitted in Section Error! Reference source not
found. and under operating leases securing obligations of such Loan Party or
Subsidiary to the lessor under such leases;

          (viii)  Liens on receivables and other assets, or sales of such
assets, incurred, granted or made pursuant to the PNC Receivables Purchase
Facility;

          (ix)    Any Lien existing on the date of this Agreement and described
on Schedule 1.1(P), provided that the principal amount securedthereby is not
hereafter increased, and no additional assets become subject to such Lien;

                                      -26-

<PAGE>

          (x)   Purchase Money Security Interests, provided that the aggregate
                                                   --------
amount of loans and deferred payments secured by such Purchase Money Security
Interests shall not exceed $25,000,000 (excluding for the purpose of this
computation any loans or deferred payments secured by Liens described on
Schedule 1.1(P)
---------------

          (xi)  The following, (A) if the validity or amount thereof is being
contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to
be stayed or (B) if a final judgment is entered and such judgment is discharged
or stayed from execution within thirty (30) days of entry, and in either case
they do not in the aggregate, materially impair the ability of any Loan Party to
perform its Obligations hereunder or under the other Loan Documents:

                (1)   Claims or Liens for taxes, assessments or charges due and
          payable and subject to interest or penalty, provided that the
                                                      --------
          applicable Loan Party maintains such reserves or other appropriate
          provisions as shall be required by GAAP and pays all such taxes,
          assessments or charges forthwith upon the commencement of proceedings
          to foreclose any such Lien;

                (2)   Claims, Liens or encumbrances upon, and defects of title

          to, real or personal property, including any attachment of personal or
          real property or other legal process prior to adjudication of a
          dispute on the merits;

                (3)   Claims or Liens of mechanics, materialmen, warehousemen,
          carriers, or other statutory nonconsensual Liens; or

                (4)   Liens resulting from final judgments or orders except to

          the extent constituting an Event of Default under Section Error!
          Reference source not found.

          (xii) Liens on assets of businesses acquired pursuant to Permitted
Acquisitions, provided that the Indebtedness secured by such Liens is permitted
hereunder and does not exceed $40,000,000 in the aggregate, the amount thereof
is not increased and the Liens securing such Indebtedness are not extended to
other assets after the date of such Permitted Acquisition

          Person shall mean any individual, corporation, partnership, limited
          ------
liability company, association, joint-stock company, trust, unincorporated
organization, joint venture, government or political subdivision or agency
thereof, or any other entity.

          Plan shall mean at any time an employee pension benefit plan
          ----
(including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i) is maintained by
any member of the ERISA Group for employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained by any
entity which was at such time a member of the ERISA Group for employees of any
entity which was at such time a member of the ERISA Group.

                                      -27-

<PAGE>

          Pledge Agreement shall mean a pledge agreement for the pledge of the
          ----------------
stock of Foreign Subsidiaries in a form reasonably acceptable to the
Administrative Agent. The Borrower shall deliver an opinion of its counsel
(which at the request of the Administrative Agent shall include opinions of
applicable "local" foreign counsel) addressing the matters relating to corporate
organization (if applicable), and execution and enforceability of the Pledge
Agreement by or against the pledgor (the form of such opinion may be similar to
the opinion of counsel delivered on the Closing Date) and addressing creation
and perfection of liens under such Pledge Agreement, and shall deliver a
secretary's certificate and any other documents described in Section Error!
Reference source not found., in each case as may be reasonably requested by the
Administrative Agent. Any Pledge Agreements executed prior to the Date of this
Agreement shall be amended by the Loan Documents Amendment

          Pledged Foreign Subsidiary shall have the meaning assigned to such
          --------------------------
term in Section Error! Reference source not found..

          PNC Bank shall mean PNC Bank, National Association, its successors and
          --------
assigns.

          PNC Receivables Purchase Facility shall mean that certain $204,000,000
          ---------------------------------
receivables Purchase facility dated May 22, 2000 among the Borrower, as
servicer, KPMG Consulting, LLC, as originator, KCI Funding Corporation, as the
seller, Market Street Funding Corporation as the purchaser and PNC Bank as the
program administrator and liquidity agent and the other parties thereto, as
amended on the date hereof and hereafter.

          Post-IPO Base Net Worth shall be computed on and after the date of the
          -----------------------
IPO and shall mean the sum of

          (A) $463,200,000 [80% of Consolidated Net Worth on February 13, 2001],

          plus

          (B) plus 50% of consolidated net income of the Borrower and its
Subsidiaries for each fiscal quarter in which net income was earned plus 80% of
the net increase in Consolidated Net Worth resulting from the issuance of any
equity securities by the Borrower, in each instance for the period from February
13, 2001 through the date of determination

In computing Post-IPO Base Net Worth, consolidated net income earned during the
fiscal quarter ending March 31, 2001 shall be prorated to determine the portion
thereof earned before and after February 13, 2001.

          Potential Default shall mean any event or condition which with notice
          -----------------
or passage of time would constitute an Event of Default.

          Principal Office shall mean the main banking office of the
          ----------------
Administrative Agent in Pittsburgh, Pennsylvania.

                                      -28-

<PAGE>

          Prohibited Transaction shall mean any prohibited transaction as
          ----------------------
defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA
that is not exempt under Section 408 of ERISA.

          Property shall mean all real property, both owned and leased, of any
          --------
Loan Party or Subsidiary of a Loan Party.

          Purchase Money Security Interest shall mean Liens upon tangible
          --------------------------------
personal property securing loans to any Loan Party or Subsidiary of a Loan Party
or deferred payments by such Loan Party or Subsidiary for the purchase of such
tangible personal property.

          Purchasing Bank shall mean a Bank which becomes a party to this
          ---------------
Agreement by executing an Assignment and Assumption Agreement.

          "QCS Charges" shall mean charges to net income (as determined in
           -----------
accordance with GAAP) incurred by the Borrower and its Subsidiaries with respect
to their Investments in Qwest Cyber.Solutions, LLC during the period commencing
April 1, 2000 and ending on December 31, 2000 in the following amounts during
the fiscal quarters ending on the following dates:

-------------------------------------------------------------------------------
             Fiscal Quarter Ended                     QCS Charges

-------------------------------------------------------------------------------
              June 30, 2000                            $ 9,677,153
-------------------------------------------------------------------------------
              September 30, 2000                       $12,689,919
-------------------------------------------------------------------------------
              December 31, 2000                        $63,330,081
-------------------------------------------------------------------------------

          Ratable Share shall mean the proportion that a Bank's Commitment
          -------------
(excluding the Swing Loan Commitment) bears to the Commitments (excluding the
Swing Loan Commitments) of all of the Banks.

          Regulation U shall mean Regulation U, T or X as promulgated by the
          ------------
Board of Governors of the Federal Reserve System, as amended from time to time.

          Reimbursement Obligation shall have the meaning assigned to such term
          ------------------------
in Section 2.10.3.2.

          Reportable Event shall mean a reportable event described in Section
          ----------------
4043 of ERISA and regulations thereunder with respect to a Plan or Multiemployer
Plan for which the 30 day reporting requirement is not waived by regulation.

                                      -29-

<PAGE>

          Requested Amount shall have the meaning assigned to such term in
          ----------------
Section 2.12.1.

          Required Banks shall mean
          --------------

          (A)   if there are no Loans, Reimbursement Obligations or Letter of
Credit Borrowings outstanding, Required Banks shall mean Banks whose Commitments
(excluding the Swing Loan Commitments) aggregate at least 51% of the Commitments
of all of the Banks, or

          (B)   if there are Loans, Reimbursement Obligations, or Letter of
Credit Borrowings outstanding, Required Banks shall mean

                (i)   prior to a termination of the Commitments hereunder
pursuant to Section 9.2.1 or 9.2.2 any Bank or group of Banks if the sum of the
Committed Loans (excluding the Swing Loans), Reimbursement Obligations and
Letter of Credit Borrowings of such Banks then outstanding aggregates at least
51% of the total principal amount of all of the Committed Loans (excluding the
Swing Loans), Reimbursement Obligations and Letter of Credit Borrowings then
outstanding. Reimbursement Obligations and Letter of Credit Borrowings shall be
deemed, for purposes of this definition, to be in favor of PNC Bank and not a
participating Bank if such Bank has not made its Participation Advance in
respect thereof and shall be deemed to be in favor of such Bank to the extent of
its Participation Advance if it has made its Participation Advance in respect
thereof.

                (ii)  after a termination of the Commitments hereunder pursuant
to Section 9.2.1 or 9.2.2 any Bank or group of Banks if the sum of the Loans,
Reimbursement Obligations and Letter of Credit Borrowings of such Banks then
outstanding aggregates at least 51% of the total principal amount of all of the
Loans, Reimbursement Obligations and Letter of Credit Borrowings then
outstanding.

          Required Share shall have the meaning assigned to such term in Section
          --------------
Section 5.6.

          Revolving Credit Base Rate Option shall mean the option of the
          ---------------------------------
Borrower to have Revolving Credit Loans bear interest at the rate and under the
terms and conditions set forth in Section 4.1.1(a)(i).

          Revolving Credit CD Rate Option shall mean the option of the Borrower
          -------------------------------
to have Revolving Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 4.1.1(a)(iii).

          Revolving Credit Commitment shall mean, as to any Bank at any time,
          ---------------------------
the amount initially set forth opposite its name on Schedule 1.1(B) in the
                                                    ---------------
column labeled "Amount of Commitment for Revolving Credit Loans," and thereafter
on Schedule I to the most recent Assignment and Assumption Agreement, and
Revolving Credit Commitments shall mean the aggregate Revolving Credit
----------------------------
Commitments of all of the Banks.

          Revolving Credit Commitment Fee shall mean the percentage rate per
          -------------------------------
annum at the indicated level of Leverage Ratio as set forth in the Pricing Grid
in Schedule 1.1(A) below

                                      -30-

<PAGE>

the heading "Revolving Credit Commitment Fees" shall be computed in accordance
with the parameters set forth in Schedule 1.1(A).

          Revolving Credit Euro-Rate Option shall mean the option of the
          ---------------------------------
Borrower to have Revolving Credit Loans bear interest at the rate and under the
terms and conditions set forth in Section 4.1.1(a)(ii).

          Revolving Credit Expiration Date shall mean, with respect to the
          --------------------------------
Revolving Credit Commitments, May 24, 2004.

          Revolving Credit Loans shall mean collectively and Revolving Credit
          ----------------------                             ----------------
Loan shall mean separately all Revolving Credit Loans or any Revolving Credit
----
Loan made by the Banks or one of the Banks to the Borrower pursuant to Section
2.1 or 2.10.3. A Bid Loan is not a Revolving Credit Loan, except that it will be
treated as a Revolving Credit Loan following a termination of the Commitments
hereunder pursuant to Section 9.2.1 or 9.2.2 as provided in Section 9.3.

          Revolving Credit Notes shall mean collectively and Revolving Credit
          ----------------------                             ----------------
Note shall mean separately all the Revolving Credit Notes of the Borrower in the
----
form of Exhibit 1.1(R) evidencing the Revolving Credit Loans together with all
amendments, extensions, renewals, replacements, refinancings or refundings
thereof in whole or in part.

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

          Security Agreement--Promissory Notes shall mean the Security Agreement
          ------------------------------------
in a form reasonably acceptable to the Administrative Agent, pursuant to which
the Borrower shall pledge its rights under its promissory notes from its
Subsidiaries which are not Loan Parties. The Borrower shall deliver an opinion
of its counsel addressing the matters relating to and execution and
enforceability of the Security Agreement--Promissory Notes by or against the
pledgor (the form of such opinion may be similar to the opinion of counsel
delivered on the Closing Date) and addressing creation and perfection of liens
under such Security Agreement--Promissory Notes, and shall deliver any other
documents described in Section 7, in each case as may be reasonably requested by
the Administrative Agent. Any Security Agreement--Promissory Notes executed
prior to the Date of this Agreement shall be amended by the Loan Documents
Amendment.

          Separation Agreements shall mean collectively the Separation Agreement
          ---------------------
dated December 29, 1999, the Transition Services Agreement dated as of February
13, 2001, and the Non-Competition Agreement dated as of February 13, 2001,
between Borrower and KPMG LLP.

          Settlement Date shall mean any Business Day on which the
          ---------------
Administrative Agent elects to effect settlement pursuant to Section 5.6.

          Shares shall have the meaning assigned to that term in Section 6.1.2.
          ------
                                      -31-

<PAGE>

          Solvent shall mean, with respect to any Person on a particular date,
          -------
that on such date (i) the fair value of the property of such Person on a going
concern basis is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person, (ii) the present
fair saleable value of the assets on a going concern basis of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (iii) such Person is
able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course
of business, (iv) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay as such
debts and liabilities mature, and (v) such Person is not engaged in business or
a transaction, and is not about to engage in business or a transaction, for
which such Person's property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged. In computing the amount of contingent liabilities at any
time, it is intended that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

          Standard & Poor's shall mean Standard & Poor's Ratings Services, a
          -----------------
division of The McGraw-Hill Companies, Inc., and its successors.


          Standby Letter of Credit shall mean a Letter of Credit issued to
          ------------------------
support obligations of one or more of the Loan Parties, contingent or otherwise,
which finance the working capital and business needs of the Loan Parties
incurred in the ordinary course of business.

          Subsidiary of any Person at any time shall mean (i) any corporation or
          ----------
trust of which 50% or more (by number of votes) of the outstanding capital stock
or shares of beneficial interest normally entitled to vote for the election of
more directors or trustees (regardless of any contingency which does or may
suspend or dilute the voting rights) is at such time owned directly or
indirectly by such Person or one or more of such Person's Subsidiaries, (ii) any
partnership of which such Person is a general partner or of which 50% or more of
the partnership interests is at the time directly or indirectly owned by such
Person or one or more of such Person's Subsidiaries, (iii) any limited liability
company of which such Person is a member or of which 50% or more of the limited
liability company interests is at the time directly or indirectly owned by such
Person or one or more of such Person's Subsidiaries or (iv) any corporation,
trust, partnership, limited liability company or other entity which is
controlled by such Person or one or more of such Person's Subsidiaries.

          Subsidiary Shares shall have the meaning assigned to that term in
          -----------------
Section 6.1.3.

          Swing Loan Commitment shall mean PNC Bank's commitment to make Swing
          ---------------------
Loans to the Borrower pursuant to Section 2.1.2 hereof in an aggregate principal
amount up to $20,000,000.

          Swing Loan Interest Period shall mean the period of time selected by
          --------------------------
the Borrower in connection with any Swing Loan Request. Such period shall (i) be
no less than one

                                      -32-

<PAGE>

(1) and no more than seven (7) days, (ii) shall end on a Business Day, and (iii)
shall end on or before the Revolving Credit Expiration Date.

          Swing Loan Note shall mean the Swing Loan Note of the Borrower in the
          ---------------
form of Exhibit 1.1(S) evidencing the Swing Loans, together with all amendments,
        --------------
extensions, renewals, replacements, refinancings or refundings thereof in whole
or in part.

          Swing Loan Request shall mean a request for Swing Loans made in
          ------------------
accordance with Section 2.4.2 hereof.

          Swing Loans shall mean collectively and Swing Loan shall mean
          -----------
separately all Swing Loans or any Swing Loan made by PNC Bank to the Borrower
pursuant to Section 2.1.2 hereof.

          Syndication Agent shall mean The Chase Manhattan Bank.
          -----------------

          Total Capitalization shall mean as of any date of determination, the
          --------------------
sum of (i) Indebtedness which has a maturity in excess of 270 days, plus (ii)
stockholders equity (including preferred stock), plus (iii) Approved
Subordinated Indebtedness.


          Transferor Bank shall mean the selling Bank pursuant to an Assignment
          ---------------
and Assumption Agreement.

     1.2  Construction.
          ------------

          Unless the context of this Agreement otherwise clearly requires, the
following rules of construction shall apply to this Agreement and each of the
other Loan Documents:

          1.2.1. Number; Inclusion.
                 -----------------

                 references to the plural include the singular, the plural, the
part and the whole; "or" has the inclusive meaning represented by the phrase
"and/or," and "including" has the meaning represented by the phrase "including
without limitation";

          1.2.2. Determination.
                 -------------

                 references to "determination" of or by the Administrative Agent
or the Banks shall be deemed to include good-faith estimates by the
Administrative Agent or the Banks (in the case of quantitative determinations)
and good-faith beliefs by the Administrative Agent or the Banks (in the case of
qualitative determinations) and such determination shall be conclusive absent
manifest error;

          1.2.3. Administrative Agent's Discretion and Consent.
                 ---------------------------------------------

                 whenever the Administrative Agent or the Banks are granted the
right herein to act in its or their sole discretion or to grant or withhold
consent such right shall be exercised in good faith;

                                      -33-

<PAGE>

          1.2.4.  Documents Taken as a Whole.
                  ---------------------------

                  the words "hereof," "herein," "hereunder," "hereto" and
similar terms in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document as a whole and not to any particular
provision of this Agreement or such other Loan Document;

          1.2.5.  Headings.
                  --------

                  the section and other headings contained in this Agreement or
such other Loan Document and the Table of Contents (if any), preceding this
Agreement or such other Loan Document are for reference purposes only and shall
not control or affect the construction of this Agreement or such other Loan
Document or the interpretation thereof in any respect;

          1.2.6.  Implied References to this Agreement.
                  ------------------------------------

                  article, section, subsection, clause, schedule and exhibit
references are to this Agreement or other Loan Document, as the case may be,
unless otherwise specified;

          1.2.7.  Persons.
                  -------

                  reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
this Agreement or such other Loan Document, as the case may be, and reference to
a Person in a particular capacity excludes such Person in any other capacity;

          1.2.8.  Modifications to Documents.
                  --------------------------

                  reference to any agreement (including this Agreement and any
other Loan Document together with the schedules and exhibits hereto or thereto),
document or instrument means such agreement, document or instrument as amended,
modified, replaced, substituted for, superseded or restated;

          1.2.9.  From, To and Through.
                  --------------------

                  relative to the determination of any period of time, "from"
means "from and including," "to" means "to but excluding," and "through" means
"through and including"; and

          1.2.10. Shall; Will.
                  -----------

                  references to "shall" and "will" are intended to have the same
meaning.

     1.3  Accounting Principles.
          ---------------------

          Except as otherwise provided in this Agreement, all computations and
determinations as to accounting or financial matters and all financial
statements to be delivered

                                      -34-

<PAGE>

pursuant to this Agreement shall be made and prepared in accordance with GAAP
(including principles of consolidation where appropriate), and all accounting or
financial terms shall have the meanings ascribed to such terms by GAAP;
provided, however, that all accounting terms used in Section 8.2 [Negative
--------  -------
Covenants] (and all defined terms used in the definition of any accounting term
used in Section 8.2) shall have the meaning given to such terms (and defined
terms) under GAAP as in effect on the date hereof applied on a basis consistent
with those used in preparing the Annual Statements referred to in Section
6.1.9(i) [Historical Statements]. In the event of any change after the date
hereof in GAAP, and if such change would result in the inability to determine
compliance with the financial covenants set forth in Section 8.2 based upon the
Borrower's regularly prepared financial statements by reason of the preceding
sentence, then the parties hereto agree to endeavor, in good faith, to agree
upon an amendment to this Agreement that would adjust such financial covenants
in a manner that would not affect the substance thereof, but would allow
compliance therewith to be determined in accordance with the Borrower's
financial statements at that time.

        2.  REVOLVING CREDIT AND SWING LOAN FACILITIES
            ------------------------------------------

   2.1  Revolving Credit Commitments and Swing Loan Commitment.
        ------------------------------------------------------

        2.1.1.   Revolving Credit Loans.
                 ----------------------

                 Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, each Bank severally agrees to
make Revolving Credit Loans to the Borrower at any time or from time to time on
or after the date hereof to the Revolving Credit Expiration Date provided that
after giving effect to any such Loan (i) the aggregate amount of Revolving
Credit Loans from such Bank shall not exceed such Bank's Revolving Credit
Commitment minus such Bank's Ratable Share of the Letters of Credit Outstanding
and (ii) the Revolving Facility Usage shall not exceed the Revolving Credit
Commitments. Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower may borrow, repay and reborrow
pursuant to this Section 2.1.

        2.1.2.   Swing Loan Commitment.
                 ---------------------

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

                                      -35-

<PAGE>

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

                  Each Bank shall be obligated to participate in each request
for Revolving Credit Loans pursuant to Section 2.4.1 [Revolving Credit Loan
Requests] in accordance with its Ratable Share. The aggregate of each Bank's
Revolving Credit Loans outstanding hereunder to the Borrower at any time shall
never exceed its Revolving Credit Commitment minus its Ratable Share of the
Letters of Credit Outstanding. The obligations of each Bank hereunder are
several. The failure of any Bank to perform its obligations hereunder shall not
affect any other Bank's commitment or the Obligations of the Borrower to any
other party nor shall any other party be liable for the failure of such Bank to
perform its obligations hereunder. The Banks shall have no obligation to make
Revolving Credit Loans hereunder on or after the Revolving Credit Expiration
Date.

          2.3  Commitment Fees.
               ---------------

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

          2.4  Revolving Credit Loan Requests; Swing Loan Requests.
               ---------------------------------------------------

               2.4.1.  Revolving Credit Loan Requests.
                       ------------------------------

                       Except as otherwise provided herein, the Borrower may
from time to time prior to the Revolving Credit Expiration Date request the
Banks to make Revolving Credit Loans, or renew or convert the Interest Rate
Option applicable to existing Revolving Credit Loans pursuant to Section 4.2
[Interest Periods], by delivering to the Administrative Agent, not later than
(i) 12:00 Noon, Pittsburgh time, three (3) Business Days prior to the proposed
Borrowing Date with respect to the making of Revolving Credit Loans to which the
CD Rate Option or the Euro-Rate Option applies or the conversion to or the
renewal of the CD Rate Option or the Euro-Rate Option for any Loans; and (ii)
2:00 p.m., Pittsburgh time one (1) Business Day prior to either the proposed
Borrowing Date with respect to the making of a Revolving Credit Loan to which
the Base Rate Option applies or the last day of the preceding Interest Period
with respect to the conversion to the Base Rate Option for any Loan, of a duly
completed request therefor substantially in the form of Exhibit 2.4.1 or a
                                                        -------------
request by telephone immediately confirmed in writing by letter, facsimile or
telex in such form (each, a "Committed Loan Request"), it being understood that
the Administrative Agent may rely on the authority of any individual making such
a telephonic request without the necessity of receipt of such written
confirmation. Each Committed Loan Request shall be irrevocable and shall specify
(i) the

                                      -36-

<PAGE>

proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans
comprising each Borrowing Tranche, which shall be in integral multiples of
$1,000,000 and not less than $5,000,000 for each Borrowing Tranche to which the
CD Rate Option or the Euro-Rate Option applies and not less than the lesser of
$1,000,000 or the maximum amount available for Borrowing Tranches to which the
Base Rate Option applies; (iii) whether the CD Rate Option, the Euro-Rate Option
or the Base Rate Option shall apply to the proposed Loans comprising the
applicable Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to
which the CD Rate Option or the Euro-Rate Option applies, an appropriate
Interest Period for the Loans comprising such Borrowing Tranche.

                2.4.2.  Swing Loan Requests.
                        -------------------

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

          2.5   Making Revolving Credit Loans and Swing Loans.
                ---------------------------------------------

                2.5.1.  Revolving Credit Loan Requests.
                        ------------------------------

                The Administrative Agent shall, promptly after receipt by it of
a Committed Loan Request pursuant to Section 2.4 [Revolving Credit Loan
Requests], notify the Banks of its receipt of such Revolving Credit Loan Request
specifying: (i) the proposed Borrowing Date and the time and method of
disbursement of the Revolving Credit Loans requested thereby; (ii) the amount
and type of each such Revolving Credit Loan and the applicable Interest Period
(if any); and (iii) the apportionment among the Banks of such Revolving Credit
Loans as determined by the Administrative Agent in accordance with Section 2.2
[Nature of Banks' Obligations]. Each Bank shall remit the principal amount of
each Revolving Credit Loan to the Administrative Agent such that the
Administrative Agent is able to, and the Administrative Agent shall, to the
extent the Banks have made funds available to it for such purpose and subject to
Section 7.2 [Each Additional Loan], fund such Revolving Credit Loans to the
Borrower in U.S. Dollars and immediately available funds at the Principal Office
prior to 2:00 p.m., Pittsburgh time, on the applicable Borrowing Date, provided
                                                                       --------
that if any Bank fails to remit such funds to the Administrative Agent in a
timely manner, the Administrative Agent may elect in its sole discretion to fund
with its own funds the Revolving Credit Loans of such Bank on such Borrowing
Date, and such Bank shall be subject to the repayment obligation in Section
10.16 [Availability of Funds].

                                      -37-

<PAGE>

        2.5.2.  Making Swing Loans: Repayment.
                -----------------------------

                So long as PNC Bank makes Swing Loans, PNC Bank shall, after
receipt by it of a Swing Loan Request pursuant to Section 2.4.2, fund such Swing
Loan to the Borrower in U.S. Dollars and immediately available funds at the
Principal Office prior to 3 p.m. Pittsburgh time on the Borrowing Date, such
request to specify the Interest Period (which shall also be the due date (the
"Swing Loan Due Date" for such Swing Loan). Swing Loans shall bear interest at
the Offered Rate Option. Swing Loans shall be repaid on the Swing Loan Due Date
or such earlier times as may be specified in this Agreement.

   2.6  Revolving Credit Notes.
        ----------------------

        The Obligation of the Borrower to repay the aggregate unpaid principal
amount of the Revolving Credit Loans made to it by each Bank, together with
interest thereon, shall be evidenced by a Revolving Credit Note dated the
Closing Date payable to the order of such Bank in a face amount equal to the
Revolving Credit Commitment of such Bank.

   2.7  Swing Loan Note.
        ---------------

        The obligation of the Borrower to repay the unpaid principal amount of
the Swing Loans made to it by PNC Bank together with interest thereon shall be
evidenced by a promissory note of the Borrower dated the Closing Date in
substantially the form attached hereto as Exhibit 1.1(S) payable to the order of
                                          --------------
PNC Bank in a face amount equal to the Swing Loan Commitment.

   2.8  Use of Proceeds.
        ---------------

        The proceeds of the Revolving Credit Loans shall be used for general
corporate purposes and in accordance with Section 8.1.10 [Use of Proceeds].

   2.9  Borrowings to Repay Swing Loans.
        -------------------------------

        PNC Bank may, at its option, exercisable at any time for any reason
whatsoever, demand repayment of the Swing Loans, and each Bank shall make a
Revolving Credit Loan in an amount equal to such Bank's Ratable Share of the
aggregate principal amount of the outstanding Swing Loans, plus, if PNC Bank so
requests, accrued interest thereon, provided that no Bank shall be obligated in
                                    --------
any event to make Revolving Credit Loans in excess of its Revolving Credit
Commitment and that the Revolving Facility Usage shall not exceed the Revolving
Credit Commitment Revolving Credit Loans made pursuant to the preceding sentence
shall bear interest at the Base Rate Option and shall be deemed to have been
properly requested in accordance with Section 2.4.1 without regard to any of the
requirements of that provision. PNC Bank shall provide notice to the Banks
(which may be telephonic or written notice by letter, facsimile or telex) that
such Revolving Credit Loans are to be made under this Section 2.9 and of the
apportionment among the Banks, and the Banks shall be unconditionally obligated
to fund such Revolving Credit Loans (whether or not the conditions specified in
Section Error! Reference source not found. are then satisfied and whether or not
an Event of Default or Potential Default (including any Event of Default
specified in Section 9.1.13 or 9.1.14) exists at the time PNC

                                      -38-

<PAGE>

Bank so requests) not later than 3:00 p.m. Pittsburgh time on the Business Day
next after the date the Banks receive such notice from PNC Bank.

        2.10   Letter of Credit Subfacility.
               ----------------------------

               2.10.1.  Issuance of Letters of Credit.
                        -----------------------------

                        Borrower may request the issuance of letters of credit
(each a "Letter of Credit") on behalf of itself or another Loan Party by
delivering to the Administrative Agent a completed application and agreement for
letters of credit in such form as the Administrative Agent may specify from time
to time by no later than 1:00 p.m., Pittsburgh time, at least three (3) Business
Days, or such shorter period as may be agreed to by the Administrative Agent, in
advance of the proposed date of issuance. Each Letter of Credit shall be either
a Standby Letter of Credit or a Commercial Letter of Credit. Subject to the
terms and conditions hereof and in reliance on the agreements of the other Banks
set forth in this Section 2.10, the Administrative Agent will issue a Letter of
Credit provided that each Letter of Credit shall (A) have a maximum maturity of
twelve (12) months from the date of issuance, and (B) in no event expire later
than ten (10) Business Days prior to the Revolving Credit Expiration Date and
further provided that in no event shall (i) the Letters of Credit Outstanding
----------------
exceed, at any one time, $30,000,000 or (ii) the Revolving Facility Usage
exceed, at any one time, the Revolving Credit Commitments.

               2.10.2.  Letter of Credit Fees.
                        ---------------------

                        Subject to the terms and conditions of this Agreement,
PNC Bank shall issue the requested Letters of Credit. The Borrower shall also
pay to the PNC Bank for its sole account the PNC Bank's then-in-effect customary
fees and administrative expenses payable with respect to the Letters of Credit
as PNC Bank may generally charge or incur from time to time described on Exhibit
2.10.2 (such Exhibit lists only administrative fees and does not list the Letter
of Credit Fees or fronting fees) in connection with the issuance, maintenance,
modification (if any), assignment or transfer (if any), negotiation, and
administration of Letters of Credit. The Borrower shall pay to the
Administrative Agent for the ratable account of the Banks a fee (the "Letter of
Credit Fee") equal to the Applicable Letter of Credit Fee Rate then in effect
(computed on the basis of a year of 360 days and actual days elapsed), which fee
shall be computed on the daily average Letters of Credit Outstanding and shall
be payable quarterly in arrears commencing with the first Business Day of each
July, October, January and April following issuance of each Letter of Credit and
on the Revolving Credit Expiration Date.

               2.10.3.  Disbursements, Reimbursement.
                        ----------------------------

                             2.10.3.1 Immediately upon the Issuance of each
Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Administrative Agent a
participation in such Letter of Credit and each drawing thereunder in an amount
equal to such Bank's Ratable Share of the maximum amount available to be drawn
under such Letter of Credit and the amount of such drawing, respectively.

                                      -39-

<PAGE>

                    2.10.3.2  In the event of any request for a drawing under a

Letter of Credit by the beneficiary or transferee thereof, the Administrative
Agent will promptly notify the Borrower. Provided that it shall have received
such notice, the Borrower shall reimburse (such obligation to reimburse the
Administrative Agent shall sometimes be referred to as a "Reimbursement
Obligation") the Administrative Agent prior to 12:00 noon if notice is received
from the Administrative Agent on or before 10:00 am of such day or after 3:00 PM
on the preceding day or prior to 5:00 PM if notice is received from the
Administrative Agent on or before 3:00 PM of such day (the 12:00 noon or 5:00 pm
deadline, as applicable, shall be referred to as the "Reimbursement Deadline"),
Pittsburgh time on each date that an amount is paid by the Administrative Agent
under any Letter of Credit (each such date, an "Drawing Date") in an amount
equal to the amount so paid by the Administrative Agent. In the event the
Borrower fails to reimburse the Administrative Agent for the full amount of any
drawing under any Letter of Credit by the applicable Reimbursement Deadline, the
Administrative Agent will promptly notify each Bank thereof, and the Borrower
shall be deemed to have requested that Revolving Credit Loans be made by the
Banks under the Base Rate Option to be disbursed on the Drawing Date under such
Letter of Credit, subject to the amount of the unutilized portion of the
Revolving Credit Commitment and subject to the conditions set forth in Section
7.2 [Each Additional Loan] other than any notice requirements. Any notice given
by the Administrative Agent pursuant to this Section 2.10.3.2. may be oral if
immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

                    2.10.3.3  Each Bank shall upon any notice pursuant to
Section 2.10.3.2 make available to the Administrative Agent an amount in
immediately available funds equal to its Ratable Share of the amount of the
drawing, whereupon the participating Banks shall (subject to Section 2.10.3.4)
each be deemed to have made a Revolving Credit Loan under the Base Rate Option
to the Borrower in that amount. If any Bank so notified fails to make available
to the Administrative Agent for the account of the Administrative Agent the
amount of such Bank's Ratable Share of such amount by no later than two hours
after the Reimbursement Deadline, then interest shall accrue on such Bank's
obligation to make such payment, from the Drawing Date to the date on which such
Bank makes such payment (i) at a rate per annum equal to the Federal Funds
Effective Rate during the first three days following the Drawing Date and (ii)
at a rate per annum equal to the rate applicable to Loans under the Revolving
Credit Base Rate Option on and after the fourth day following the Drawing Date.
The Administrative Agent will promptly give notice of the occurrence of the
Drawing Date, but failure of the Administrative Agent to give any such notice on
the Drawing Date or in sufficient time to enable any Bank to effect such payment
on such date shall not relieve such Bank from its obligation under this Section
2.10.3.3. If a Revolving Credit Loan is made hereunder in sufficient amount to
reimburse the Administrative Agent for the draw on the same day as such draw,
the Borrower shall be deemed to have fully and timely satisfied its
reimbursement obligations under this Section 2.10.

                    2.10.3.4 With respect to any unreimbursed drawing that is
not converted into Revolving Credit Loans under the Base Rate Option to the
Borrower in whole or in part as contemplated by Section 2.10.3.2, because of the
Borrower's failure to satisfy the conditions set forth in Section 7.2 [Each
Additional Loan] other than any notice requirements

                                      -40-

<PAGE>

or for any other reason, the Borrower shall be deemed to have incurred from the
Administrative Agent a borrowing (each a "Letter of Credit Borrowing") in the
amount of such drawing. Such Letter of Credit Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the rate per annum
applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's
payment to the Administrative Agent pursuant to Section 2.10.3.3 shall be deemed
to be a payment in respect of its participation in such Letter of Credit
Borrowing and shall constitute a "Participation Advance" from such Bank in
satisfaction of its participation obligation under this Section 2.10.3.

        2.10.4.  Repayment of Participation Advances.
                 -----------------------------------

                        2.10.4.1  Upon (and only upon) receipt by the
Administrative Agent for its account of immediately available funds from the
Borrower (i) in reimbursement of any payment made by the Administrative Agent
under the Letter of Credit with respect to which any Bank has made a
Participation Advance to the Administrative Agent, or (ii) in payment of
interest on such a payment made by the Administrative Agent under such a Letter
of Credit, the Administrative Agent will pay to each Bank, in the same funds as
those received by the Administrative Agent, the amount of such Bank's Ratable
Share of such funds, except the Administrative Agent shall retain the amount of
the Ratable Share of such funds of any Bank that did not make a Participation
Advance in respect of such payment by Administrative Agent.

                        2.10.4.2  If the Administrative Agent is required at any
time to return to any Loan Party, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of the
payments made by any Loan Party to the Administrative Agent pursuant to Section
2.10.4.1 in reimbursement of a payment made under the Letter of Credit or
interest or fee thereon, each Bank shall, on demand of the Administrative Agent,
forthwith return to the Administrative Agent the amount of its Ratable Share of
any amounts so returned by the Administrative Agent plus interest thereon from
the date such demand is made to the date such amounts are returned by such Bank
to the Administrative Agent, at a rate per annum equal to the Federal Funds
Effective Rate in effect from time to time.

        2.10.5.  Documentation.
                 -------------

                 Each Loan Party agrees to be bound by the terms of the
Administrative Agent's application and agreement for letters of credit and the
Administrative Agent's written regulations and customary practices relating to
letters of credit as from time to time stated in such applications. In the event
of a conflict between such application or agreement and this Agreement, this
Agreement shall govern. It is understood and agreed that, except in the case of
gross negligence or willful misconduct, the Administrative Agent shall not be
liable for any error, negligence and/or mistakes, whether of omission or
commission, in following any Loan Party's instructions or those contained in the
Letters of Credit or any modifications, amendments or supplements thereto.

                                      -41-

<PAGE>

        2.10.6.  Determinations to Honor Drawing Requests.
                 ----------------------------------------

                 In determining whether to honor any request for drawing under
any Letter of Credit by the beneficiary thereof, the Administrative Agent shall
be responsible only to determine that the documents and certificates required to
be delivered under such Letter of Credit have been delivered and that they
comply on their face with the requirements of such Letter of Credit.

        2.10.7.  Nature of Participation and Reimbursement Obligations.
                 -----------------------------------------------------

                 Each Bank's obligation in accordance with this Agreement to
make the Revolving Credit Loans or Participation Advances, as contemplated by
Section 2.10.3, as a result of a drawing under a Letter of Credit, and the
Obligations of the Borrower to reimburse the Administrative Agent upon a draw
under a Letter of Credit, shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Section 2.10
under all circumstances, including the following circumstances:


                 (i)   any set-off, counterclaim, recoupment, defense or other
right which such Bank may have against the Administrative Agent, the Borrower or
any other Person for any reason whatsoever;

                 (ii)  the failure of any Loan Party or any other Person to
comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in Section 2.1 [Revolving Credit Commitments], 2.4 [Revolving Credit Loan
Requests], 2.4.2 [Making Revolving Credit Loans] 7.2 [Each Additional Loan] or
as otherwise set forth in this Agreement for the making of a Revolving Credit
Loan, it being acknowledged that such conditions are not required for the making
of a Letter of Credit Borrowing and the obligation of the Banks to make
Participation Advances under Section 2.10.3;

                 (iii) any lack of validity or enforceability of any Letter of
Credit;

                 (iv)  the existence of any claim, set-off, defense or other
right which any Loan Party or any Bank may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons for whom
any such transferee may be acting), the Administrative Agent or any Bank or any
other Person or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying
transaction between any Loan Party or Subsidiaries of a Loan Party and the
beneficiary for which any Letter of Credit was procured);

                 (v)   any draft, demand, certificate or other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect even if the Administrative Agent has been notified
thereof;

                 (vi)  payment by the Administrative Agent under any Letter of
Credit against presentation of a demand, draft or certificate or other document
which does not comply with the terms of such Letter of Credit;

                                      -42-

<PAGE>

                    (vii)  any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Loan
Party or Subsidiaries of a Loan Party;

                    (viii) any breach of this Agreement or any other Loan
Document by any party thereto;

                    (ix)   the occurrence or continuance of an Insolvency
Proceeding with respect to any Loan Party;

                    (x)    the fact that an Event of Default or a Potential
Default shall have occurred and be continuing;

                    (xi)   the fact that the Revolving Credit Expiration Date
shall have passed or this Agreement or the Commitments hereunder shall have been
terminated; and

                    (xii)  any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.

            2.10.8. Indemnity.
                    ---------

                    In addition to amounts payable as provided in Section Error!
Reference source not found. [Reimbursement of Administrative Agent by Borrower,
Etc.], the Borrower hereby agrees to protect, indemnify, pay and save harmless
the Administrative Agent from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel and allocated costs of internal
counsel) which the Administrative Agent may incur or be subject to as a
consequence, direct or indirect, of the issuance of any Letter of Credit, other
than as a result of (A) the gross negligence or willful misconduct of the
Administrative Agent as determined by a final judgment of a court of competent
jurisdiction or (B) the wrongful dishonor by the Administrative Agent of a
proper demand for payment made under any Letter of Credit, except if such
dishonor resulted from any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such acts or omissions herein called "Governmental Acts").

            2.10.9. Liability for Acts and Omissions.
                    --------------------------------

                    As between any Loan Party and the Administrative Agent, such
Loan Party assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, the Administrative Agent
shall not be responsible for: (i) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for an issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged (even if the Administrative Agent shall have
been notified thereof); (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (iii) the
failure of the beneficiary of any such

                                      -43-

<PAGE>

Letter of Credit, or any other party to which such Letter of Credit may be
transferred, to comply fully with any conditions required in order to draw upon
such Letter of Credit or any other claim of any Loan Party against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute
between or among any Loan Party and any beneficiary of any Letter of Credit or
any such transferee; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or
of the proceeds thereof; (vii) the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of the
Administrative Agent, including any Governmental Acts, and none of the above
shall affect or impair, or prevent the vesting of, any of the Administrative
Agent's rights or powers hereunder. Nothing in the preceding sentence shall
relieve the Administrative Agent from liability for the Administrative Agent's
gross negligence or willful misconduct in connection with actions or omissions
described in such clauses (i) through (viii) of such sentence.

                    Not in limitation of the specific provisions set forth
above, any action taken or omitted by the Administrative Agent under or in
connection with the Letters of Credit issued by it or any documents and
certificates delivered thereunder, if taken or omitted in good faith, shall not
put the Administrative Agent under any resulting liability to the Borrower or
any Bank.

       2.11 Reduction of Commitment.
            -----------------------

                    The Borrower shall have the right at any time and from time
to time upon five (5) Business Days' prior written notice to the Administrative
Agent to permanently reduce, in whole multiples of $5,000,000 of principal, or
terminate the Revolving Credit Commitment without penalty or premium, except as
hereinafter set forth, provided that any such reduction or termination shall be
accompanied by (a) the payment in full of any Revolving Credit Commitment Fee
then accrued on the amount of such reduction or termination and (b) prepayment
of the Revolving Credit Notes, together with the full amount of interest accrued
on the principal sum to be prepaid (and all amounts referred to in Section
5.5.2(i) hereof), to the extent that the Revolving Facility Usage then
outstanding exceeds the Revolving Credit Commitment as so reduced or terminated.
From the effective date of any such reduction or termination the obligations of
Borrower to pay the Revolving Credit Commitment Fee pursuant to Section 2.3
shall correspondingly be reduced or cease. The Agent shall promptly notify the
Banks of all notices delivered to the Agent pursuant to this Section 2.11.

       2.12 Bid Loan Facility
            -----------------

            2.12.1. Bid Loan Requests.
                    -----------------

                    If, after the Borrower receives an Investment Grade Debt
Rating and delivers evidence of such Debt Rating to the satisfaction of the
Administrative Agent, the Borrower may thereafter request that the Banks make
Bid Loans from time to time except as

                                      -44-

<PAGE>

otherwise provided herein. The Borrower shall cease to be permitted to request
Bid Loans upon the earlier of (i) any date on which the Borrower shall cease to
have an Investment Grade Debt Rating or (ii) the Revolving Credit Expiration
Date. If the Borrower desires to request a Bid Loan, the Borrower shall deliver
to the Administrative Agent not later than 10:00 a.m. Pittsburgh time a duly
completed request therefor substantially in the form of Exhibit 2.12.1 hereto or
                                                        --------------
a request by telephone immediately confirmed in writing by letter, facsimile or
telex (each, a "Bid Loan Request") at least two (2) Business Days prior to the
proposed Bid Loan Borrowing Date if Borrower is requesting Fixed Rate Bid Loans
and four (4) Business Days prior to the proposed Bid Loan Borrowing Date if
Borrower is requesting Euro-Rate Bid Loans. The Administrative Agent may rely on
the authority of any individual making a telephonic request referred to in the
preceding sentence without the necessity of receipt of written confirmation.
Each Bid Loan Request shall be irrevocable and shall specify (i) the proposed
Bid Loan Borrowing Date, (ii) whether Borrower is electing the Fixed Rate Bid
Loan Option or the Euro-Rate Bid Loan Option, (iii) the term of the proposed Bid
Loan (the "Bid Loan Interest Period") which may be no less than seven (7) days
and no longer than one hundred and eighty (180) days if Borrower is requesting a
Fixed Rate Bid Loan and one, two, three or six months if Borrower is requesting
a Euro-Rate Bid Loan but under no circumstances will the term extend beyond the
Revolving Credit Expiration Date, and (iv) the maximum principal amount (the
"Requested Amount") of such Bid Loan, which shall be not less than $5,000,000
and shall be an integral multiple of $1,000,000. After giving effect to such Bid
Loan and any other Loan made on or before the Bid Loan Borrowing Date, (i) the
aggregate amount of the Bid Loans of all Banks outstanding shall not exceed
$50,000,000 (the "Bid Loan Aggregate Sublimit"), (ii) the aggregate amount of
the Bid Loans of any one Bank outstanding shall not exceed $50,000,000 (the "Bid
Loan Individual Bank Sublimit"), and (iii) the aggregate amount of all Revolving
Credit Loans and Bid Loans outstanding plus the Letter of Credit Outstandings
shall not exceed the aggregate amount of the Revolving Credit Commitments of the
Banks. There shall be at least five (5) Business Days between each Bid Loan
Borrowing Date.

            2.12.2. Bidding.
                    -------

                    The Administrative Agent shall promptly after receipt by it
of a Bid Loan Request pursuant to Section 2.12.1. notify the Banks of its
                                          ------
receipt of such Bid Loan Request specifying (i) the proposed Bid Loan Borrowing
Date, (ii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a
Euro-Rate Bid Loan, (iii) the Bid Loan Interest Period and (iv) the principal
amount of the proposed Bid Loan. Each Bank may submit a bid (a "Bid") to the
Administrative Agent not later than 10:00 A.M., Pittsburgh time, one (1)
Business Day before the proposed Bid Loan Borrowing Date if Borrower is
requesting a Fixed Rate Bid Loan or three (3) Business Days before the proposed
Bid Loan Borrowing Date if Borrower is requesting a Euro-Rate Bid Loan by
telephone (immediately confirmed in writing by letter, facsimile or telex). Each
Bid shall specify: (A) the principal amount of proposed Bid Loans offered by
such Bank (the "Offered Amount") which (i) may be less than, but shall not
exceed, the Requested Amount, (ii) shall be at least $5,000,000 and shall be an
integral multiple of $1,000,000, and (iii) may exceed such Bank's Revolving
Credit Commitment, and (B) the Fixed Rate which shall apply to such proposed Bid
Loan if Borrower has requested a Fixed Rate Bid Loan or the Euro-Rate Bid Loan
Spread which shall apply to such proposed Bid Loan if Borrower has requested a
Euro-Rate Bid Loan. If any Bid omits information required hereunder, the
Administrative Agent

                                      -45-

<PAGE>

may in its sole discretion attempt to notify the Bank submitting such Bid. If
the Administrative Agent so notifies a Bank, such Bank may resubmit its Bid
provided that it does so prior to time set forth in this Section 2.12.2 above by
which such Bank is required to submit its Bid to the Administrative Agent. The
Administrative Agent shall promptly notify the Borrower of the Bids which it
timely received from the Banks. If the Administrative Agent in its capacity as a
Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of
such Bid before 9:00 A.M., Pittsburgh time, one (1) Business Day before the
proposed Bid Loan Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan
on three (3) Business Days before the proposed Borrowing Date if Borrower is
requesting a Euro-Rate Bid Loan.

            2.12.3. Accepting Bids.
                    --------------

                    The Borrower shall irrevocably accept or reject Bids by
notifying the Administrative Agent of such acceptance or rejection by telephone
(immediately confirmed in writing by letter, facsimile or telex) not later than
11:00 A.M., Pittsburgh time, one (1) Business Day before the proposed Bid Loan
Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan or three (3)
Business Days before the proposed Borrowing Date if Borrower is requesting a
Euro-Rate Bid Loan. If the Borrower elects to accept any Bids, its acceptance
must meet the following conditions: (1) the total amount which Borrower accepts
from all Banks must exceed $5,000,000 and be in integral multiples of $1,000,000
and may not exceed the Requested Amount; (2) the Borrower must accept Bids based
solely on the amount of the Fixed Rates or Euro-Rate Bid Loan Spreads, as the
case may be, which each of the Banks quoted in their Bids in ascending order of
the amount of Fixed Rates or Euro-Rate Bid Loan Spreads; (3) the Borrower may
not borrow Bid Loans from any Bank on the Bid Loan Borrowing Date in an amount
exceeding such Bank's Offered Amount; (4) if two or more Banks make Bids at the
same Fixed Rate (if Borrower requested a Fixed Rate Bid Loan)or Euro-Rate Bid
Loan Spread (if Borrower requested a Euro-Rate Bid Loan) and the Borrower
desires to accept a portion but not all of the Bids at such Fixed Rate or
Euro-Rate Bid Loan Spread, as the case may be, the Borrower shall accept a
portion of each Bid equal to the product of the Offered Amount of such Bid times
the fraction obtained by dividing the total amount of Bids which Borrower is
accepting at such Fixed Rate or Euro-Rate Bid Loan Spread, as the case may be,
by the sum of the Offered Amounts of the Bids at such Fixed Rate or Euro-Rate
Bid Loan Spread, provided that the Borrower shall round the Bid Loans allocated
                 --------
to each such Bank upward or downward as the Borrower may select to integral
multiples of $1,000,000. The Administrative Agent shall (i) promptly notify a
Bank that has made a Bid of the amount of its Bid that was accepted or rejected
by the Borrower and (ii) as promptly as practical notify all of the Banks of all
Bids submitted and those which have been accepted.

           2.12.4.  Funding Bid Loans.
                    -----------------

                    Each Bank whose Bid or portion thereof is accepted shall
remit the principal amount of its Bid Loan to the Administrative Agent by 12:00
Noon, Pittsburgh time, on the Borrowing Date. The Administrative Agent shall
make such funds available to the Borrower on or before 1:00 P.M., Pittsburgh
time, on the Borrowing Date provided that the conditions precedent to the making
of such Bid Loan set forth in Section 7.2 have been satisfied not later than
10:00 A.M., Pittsburgh time, on the proposed Borrowing Date. If such conditions
precedent

                                      -46-

<PAGE>

have not been satisfied prior to such time, then (i) the Administrative Agent
shall not make such funds available to the Borrower, (ii) the Bid Loan Request
shall be deemed to be canceled and (iii) the Administrative Agent shall return
the amount previously funded to the Administrative Agent by each applicable Bank
no later than the next following Business Day. The Borrower shall immediately
notify the Administrative Agent of any failure to satisfy the conditions
precedent to the making of Bid Loans under Section 7.2. The Administrative Agent
may assume that Borrower has satisfied such conditions precedent if the Borrower
(i) has delivered to the Administrative Agent the documents required to be
delivered under Section 7.2.(ii) the Borrower has not notified the
Administrative Agent that the Loan Parties have not satisfied any other
conditions precedent, and (iii) the Administrative Agent has no actual notice of
such a failure.

            2.12.5. Several Obligations.
                    -------------------

                    The obligations of the Banks to make Bid Loans after their
Bids have been accepted are several. No Bank shall be responsible for the
failure of any other Bank to make any Bid Loan which another Bank has agreed to
make.

            2.12.6. Bid Notes.
                    ---------

                    The obligation of the Borrower to repay the aggregate unpaid
principal amount of the Bid Loans made to it by each Bank, together with
Interest thereon, shall be evidenced by a Bid Note dated as of the Closing date
payable to the order of such Bank in a face amount of $50,000,000.

                             3.  LINE OF CREDIT FACILITY
                                 -----------------------

         3.1 Line of Credit Commitments.
             --------------------------

             3.1.1. Line of Credit.
                    ---------------

                    Subject to the terms and conditions hereof and relying upon
the representations and warranties herein set forth, each Bank severally agrees
to make Line of Credit Loans to the Borrower at any time or from time to time on
or after the date hereof to the Line of Credit Expiration Date provided that
after giving effect to any such Loan the aggregate amount of Line of Credit
Loans from such Bank shall not exceed such Bank's Line of Credit Commitment.
Within such limits of time and amount and subject to the other provisions of
this Agreement, the Borrower may borrow, repay and reborrow pursuant to this
Section 3.1.

         3.2 Nature of Banks' Obligations with Respect to Line of Credit Loans.
             -----------------------------------------------------------------

             Each Bank shall be obligated to participate in each request for
Line of Credit Loans pursuant to Section 3.4.1 [Line of Credit Loan
Requests] in accordance with its Ratable Share. The aggregate of each Bank's
Line of Credit Loans outstanding hereunder to the Borrower at any time shall
never exceed its Line of Credit Commitment. The obligations of each Bank
hereunder are several. The failure of any Bank to perform its obligations
hereunder

                                      -47-

<PAGE>

shall not affect any other Bank's Commitment or the Obligations of the Borrower
to any other party nor shall any other party be liable for the failure of such
Bank to perform its obligations hereunder. The Banks shall have no obligation to
make Line of Credit Loans hereunder on or after the Line of Credit Expiration
Date.

     3.3  Commitment Fees.
          ---------------

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

     3.4  Line of Credit Loan Requests.
          ----------------------------

          3.4.1. Line of Credit Loan Requests.
                 ----------------------------

          Except as otherwise provided herein, the Borrower may from time to
time prior to the Line of Credit Expiration Date request the Banks to make Line
of Credit Loans, or renew or convert the Interest Rate Option applicable to
existing Line of Credit Loans pursuant to Section 4.2 [Interest Periods], by
delivering to the Administrative Agent, not later than (i), 12:00 noon,
Pittsburgh time, three (3) Business Days prior to the proposed Borrowing Date
with respect to the making of Line of Credit Loans to which the CD Rate Option
or the Euro-Rate Option applies or the conversion to or the renewal of the CD
Rate Option or the Euro-Rate Option for any Loans; and (ii) 2:00 p.m.,
Pittsburgh Time one (1) Business Day prior to either the proposed Borrowing Date
with respect to the making of a Line of Credit Loan to which the Line of Credit
Base Rate Option applies or the last day of the preceding Euro-Rate Loan
Interest Period with respect to the conversion to the Line of Credit Base Rate
Option for any Line of Credit Loan, of a duly completed Committed Loan Request
or a request by telephone immediately confirmed in writing by letter, facsimile
or telex using a Committed Loan Request, it being understood that the
Administrative Agent may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written
confirmation. Each Committed Loan Request used for Line of Credit Loans shall be
irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the
aggregate amount of the proposed Line of Credit Loans comprising each Borrowing
Tranche, which shall be in integral multiples of $1,000,000 and not less than
$5,000,000 for each Borrowing Tranche to which the Line of Credit Euro-Rate
Option or the Line of Credit CD Rate Option applies and not less than the lesser
of $1,000,000 or the maximum amount available for Borrowing Tranches to which
the Base Rate Option applies; (iii) whether the Line of Credit CD Rate Option,
the Line of Credit Euro-Rate Option or Line of Credit Base Rate Option shall
apply to the proposed Loans comprising the applicable Borrowing Tranche; and
(iv) in the case of a Borrowing Tranche to which the Line of

                                      -48-

<PAGE>

Credit CD Rate Option or the Line of Credit Euro-Rate Option applies, an
appropriate Euro-Rate Loan Interest Period for the Loans comprising such
Borrowing Tranche.

     3.5  Making Line of Credit Loans.
          ---------------------------

          The Administrative Agent shall, promptly after receipt by it of a
Committed Loan Request pursuant to Section 3.4 [Line of Credit Loan Requests],
notify the Banks of its receipt of such Committed Loan Request specifying: (i)
the proposed Borrowing Date and the time and method of disbursement of the Line
of Credit Loans requested thereby; (ii) the amount and type of each such Line of
Credit Loan and the applicable Euro-Rate Loan Interest Period (if any); and
(iii) the apportionment among the Banks of such Line of Credit Loans as
determined by the Administrative Agent in accordance with Section 3.2 [Nature of
Banks' Obligations]. Each Bank shall remit the principal amount of each Line of
Credit Loan to the Administrative Agent such that the Administrative Agent is
able to, and the Administrative Agent shall, to the extent the Banks have made
funds available to it for such purpose and subject to Section 7.2 [Each
Additional Loan], fund such Line of Credit Loan to the Borrower in U.S. Dollars
and immediately available funds at the Principal Office prior to 2:00 p.m.,
Pittsburgh time, on the applicable Borrowing Date, provided that if any Bank
                                                   --------
fails to remit such funds to the Administrative Agent in a timely manner, the
Administrative Agent may elect in its sole discretion to fund with its own funds
the Line of Credit Loans of such Bank on such Borrowing Date, and such Bank
shall be subject to the repayment obligation in Section 10.16 [Availability of
Funds].

     3.6  Line of Credit Notes.
          --------------------

          The Obligation of the Borrower to repay the aggregate unpaid principal
amount of the Line of Credit Loans made to it by each Bank, together with
interest thereon, shall be evidenced by a Line of Credit Note dated the Closing
Date payable to the order of such Bank in a face amount equal to the Line of
Credit Commitment of such Bank.

     3.7  Use of Proceeds.
          ---------------

          The proceeds of the Line of Credit Loans shall be used for general
corporate purpose and in accordance with Section 8.1.10 [Use of Proceeds].

     3.8  Extension by Banks of the Expiration Date.
          -----------------------------------------

          (a) Not more than 45 days and not less than 30 days prior to the Line
of Credit Expiration Date then in effect, the Borrower, by written notice to the
Administrative Agent, may request an extension of the Line of Credit Expiration
Date in accordance with the following provisions of this Section Error!
Reference source not found.. The Administrative Agent shall promptly notify each
Bank of such request, and each Bank shall in turn, in its sole discretion, on a
date (the "Consent Date") specified by the Administrative Agent after
           ------------
consultation with the Borrower, which shall be not earlier than 30 nor less than
15 days prior to the Line of Credit Expiration Date, notify the Administrative
Agent in writing as to whether such Bank will consent to such extension. Any
such notice of consent made by a Bank more than 30 days prior to the Line of
Credit Expiration Date shall be revocable by such Bank, provided that such
notices of consent not so revoked shall

                                      -49-

<PAGE>

become irrevocable 30 days prior to the Line of Credit Expiration Date. Each
Bank that determines not to so extend the Line of Credit Expiration Date (each,
a "Non-Consenting Bank") shall promptly notify the Administrative Agent in
   -------------------
writing (who shall then notify the Borrower) of such determination. If any Bank
shall fail to notify the Administrative Agent in writing of its consent to, or
refusal of, any such request for extension of the Line of Credit Expiration Date
as specified above, such Bank shall be deemed to be a Non-Consenting Bank with
respect to such request. The Administrative Agent shall, not later than 10 days
prior to the Line of Credit Expiration Date, notify the Borrowers of the
decision of the Banks regarding the Borrower's request for an extension of such
Line of Credit Expiration Date. It is understood and agreed that no Bank shall
have any obligation whatsoever to agree to any request made by the Borrower for
an extension of the Line of Credit Expiration Date.

          (b) If all of the Banks consent in writing to any such request in
accordance with subsection (a) of this Section 3.8, and upon fulfillment of the
conditions set forth in clause (e) of this Section 3.8, the Line of Credit
Expiration Date shall, effective as at the Consent Date (hereinafter, the
"Extension Date"), be extended for 364 days from the Consent Date.
 --------------

          (c) If less than all of the Banks consent to any such request pursuant
to subsection (a) of this Section 3.8, the Borrower may arrange for one or more
Consenting Banks to assume (none of which will be obligated to assume) or, to
the extent such Consenting Banks are unwilling to assume all of the Line of
Credit Commitments of such Non-Consenting Banks, other banks (each an
"Assignee"), subject to the approval of the Administrative Agent which shall not
be unreasonably withheld, may assume, effective as of the Extension Date, any
Non-Consenting Bank's Commitment and all of the rights and obligations of such
Non-Consenting Bank under this Agreement thereafter arising (each Assignee
assuming the Commitment of one or more Non-Consenting Banks pursuant to this
Section 3.8 being an "Assuming Bank"), without recourse to or warranty by, or
                      -------------
expense to, such Non-Consenting Bank; provided, however, that:

                    (i)   any such Consenting Bank or Assuming Bank shall have
     paid to such Non-Consenting Bank the aggregate principal amount of, and any
     interest accrued and unpaid to the effective date of such assumption on,
     the outstanding Loans, if any, of such Non-Consenting Bank;

                    (ii)  any accrued and unpaid Commitment Fees and utilization
     fees owing to such Non-Consenting Bank as of the effective date of such
     assumption, and all other accrued and unpaid amounts owing to such
     Non-Consenting Bank under this Agreement as of the effective date of such
     assumption, shall have been paid to such Non-Consenting Bank by the
     relevant Borrower or such Consenting Bank or Assuming Bank; and

                    (iii) with respect to any such Assuming Bank, the service
     fee required under Section 11.11 shall have been paid.

At least three (3) Business Days prior to any Extension Date, (A) each such
Assuming Bank, if any, shall have delivered to the Borrower and the
Administrative Agent an Assignment and

                                      -50-

<PAGE>

Assumption Agreement, duly executed by such Assuming Bank, such Non-Consenting
Bank, the Borrower and the Administrative Agent, (B) each such Consenting Bank,
if any, shall have delivered written confirmation satisfactory to the Borrower
and the Administrative Agent as to any increase in the amount of its Line of
Credit Commitment resulting from its assumption of one or more Commitments of
the Non-Consenting Banks and (C) each Non-Consenting Bank being replaced
pursuant to this Section 3.8(c) shall have delivered to the Administrative Agent
any Note to it hereunder to such Non-Consenting Bank. Upon the payment or
prepayment of all amounts referred to in clauses (i) through (iii) of this
Section 3.8(c), each such Consenting Bank or Assuming Bank, as of the Extension
Date, will be substituted for the applicable Non-Consenting Bank(s) under this
Agreement and shall be a Bank for all purposes of this Agreement, without any
further acknowledgment by or the consent of any of the other Banks, and the
obligations of each such Non-Consenting Bank hereunder shall, by the provisions
hereof, be released and discharged.

          (d) In the event that the Loans and Commitments of each Non-Consenting
Bank are not fully assigned and assumed pursuant to this Section Error!
Reference source not found. on or before the Line of Credit Expiration Date,
then the Line of Credit Expiration Date shall not be extended for any Bank.

          (e) The obligation of each Consenting Bank and each Assuming Bank to
extend the Line of Credit Expiration Date pursuant to this Section 3.8 is
subject to the conditions precedent that (a) the Administrative Agent shall have
accepted all of the Assignment and Assumption Agreements of the Assuming Banks
and received all of the written confirmations of increases in the Commitments of
the Consenting Banks for the applicable Extension Date, and all of the
Non-Consenting Banks shall have received all of the amounts required to have
been paid to them under Section 3.8(c) on or prior to such Extension Date, and
(b) on such Extension Date the following statements shall be true (and a duly
authorized officer of the Borrower shall certify the completeness and accuracy
of such statements to the Administrative Agent and the Banks on and as of such
Extension Date):

                    (i)    the representations and warranties contained in this
     Agreement are correct in all material respects on and as of the Extension
     Date, before and after giving effect to such extension, as though made on
     and as of such date (or, if any such representation or warranty is
     expressly stated to have been made as of a specific date, as of such
     specific date); and

                    (ii)   no event has occurred and is continuing, or would
     result from such extension, that constitutes a Default or an Event of
     Default.

      3.9 Reduction of Commitment.
          ----------------------

                    The Borrower shall have the right at any time and from time
to time upon five (5) Business Days' prior written notice to the Administrative
Agent (who shall promptly give notice thereof to the Banks) to permanently
reduce, in whole multiples of $5,000,000 of principal, or terminate the Line of
Credit Commitment without penalty or premium, except as hereinafter set forth,
provided that any such reduction or termination shall be accompanied by (a) the
payment in full of any Line of Credit Commitment Fee then accrued on the amount
of

                                      -51-

<PAGE>

such reduction or termination and (b) prepayment of the Line of Credit Notes,
together with the full amount of interest accrued on the principal sum to be
prepaid (and all amounts referred to in Section 5.5.2(i) hereof), to the extent
that the Line of Credit Loans then outstanding exceed the Line of Credit
Commitment as so reduced or terminated. From the effective date of any such
reduction or termination the obligations of Borrower to pay the Line of Credit
Commitment Fee pursuant to Section Error! Reference source not found. shall
correspondingly be reduced or cease.

                               4. INTEREST RATES
                                  --------------

     4.1  Interest Rate Options.
          ---------------------

          The Borrower shall pay interest in respect of the outstanding unpaid
principal amount of the Committed Loans as selected by it from the Base Rate
Option, CD Rate Option or Euro-Rate Option set forth below applicable to the
Committed Loans, it being understood that, subject to the provisions of this
Agreement, the Borrower may select different Interest Rate Options and different
Interest Periods to apply simultaneously to the Committed Loans comprising
different Borrowing Tranches and may convert to or renew one or more Interest
Rate Options with respect to all or any portion of the Committed Loans
comprising any Borrowing Tranche, provided that (1) there shall not be at any
                                  --------
one time outstanding more than seven (7) Borrowing Tranches (excluding Borrowing
Tranches of Swing Loans) applicable to each of the Revolving Credit Loans and
Line of Credit Loans, (2) only the Offered Rate Option shall apply to the Swing
Loans, and (3) the Borrower may elect the CD Rate Option only if the Euro-Rate
Option is not available to the Borrower pursuant to Section 4.4 [Interest Rate
Unascertainable, etc.]. If at any time the designated rate applicable to any
Committed Loan made by any Bank exceeds such Bank's highest lawful rate, the
rate of interest on such Bank's Committed Loan shall be limited to such Bank's
highest lawful rate.

          4.1.1. Interest Rate Options.
                 ---------------------

                 (a)  The Borrower shall have the right to select from the
following Interest Rate Options applicable to the Revolving Credit Loans
(subject to the provisions above regarding Swing Loans):

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

                      (ii)  Revolving Credit Euro-Rate Option: A rate per annum
                            ---------------------------------
(computed on the basis of a year of 360 days and actual days elapsed) equal to
the Euro-Rate plus the Applicable Margin.

                      (iii) Revolving Credit CD Rate Option: A rate per annum
                            -------------------------------
(computed on the basis of a year of 360 days and actual days elapsed) equal to
the CD Rate plus the Applicable Margin.

                                      -52-

<PAGE>

                     (b)  The Borrower shall have the right to select from the
following Interest Rate Options applicable to the Line of Credit Loans:

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

                          (ii)  Line of Credit Euro-Rate Option: A rate per
                                -------------------------------
annum (computed on the basis of a year of 360 days and actual days elapsed)
equal to the Euro-Rate plus the Applicable Margin.

                          (iii) Line of Credit CD Rate Option: A rate per annum
                                -----------------------------
(computed on the basis of a year of 360 days and actual days elapsed) equal to
the CD Rate plus the Applicable Margin.

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

             4.1.2.  Rate Quotations.
                     ---------------

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

      4.2    Interest Periods.
             ----------------

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

             4.2.1.  Amount of Borrowing Tranche.
                     ---------------------------

                     each Borrowing Tranche of Loans under the CD Rate Option or
the Committed Loan Euro-Rate Option shall be in integral multiples of $1,000,000
and not less than $5,000,000.

                                      -53-

<PAGE>

          4.2.2.  Renewals.
                  --------

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

     4.3  Interest After Default.
          ----------------------

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

          4.3.1.  Letter of Credit Fees, Interest Rate.
                  ------------------------------------

                  the Letter of Credit Fees and the rate of interest for each
Loan otherwise applicable pursuant to Section Error! Reference source not found.
[Letter of Credit Fees] or Section 4.1 [Interest Rate Options], respectively,
shall be increased by 2.0% per annum; and

          4.3.2.  Other Obligations.
                  -----------------

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

          4.3.3.  Acknowledgment.
                  --------------

                  The Borrower acknowledges that the increase in rates referred
to in this Section 4.3 reflects, among other things, the fact that such Loans or
other amounts have become a substantially greater risk given their default
status and that the Banks are entitled to additional compensation for such risk;
and all such interest shall be payable by Borrower upon demand by Administrative
Agent.

     4.4 Interest Rate Unascertainable; Illegality; Increased Costs; Deposits
         --------------------------------------------------------------------
Not Available.
--------------

          4.4.1.  Unascertainable.
                  ---------------

                  If on any date on which a CD Rate or a Euro-Rate would
otherwise be determined with respect to Committed Loans or Bid Loans, the
Administrative Agent shall have determined that:

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

                  (ii) a contingency has occurred which materially and adversely
affects the secondary market for negotiable certificates of deposit maintained
by dealers of recognized

                                      -54-

<PAGE>

standing relating to the CD Rate or the London interbank eurodollar market
relating to the Euro-Rate, the Administrative Agent shall have the rights
specified in Section 4.4.3.

               4.4.2. Illegality; Increased Costs; Deposits Not Available.
                      ---------------------------------------------------

                      If at any time any Bank shall have determined that:

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

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

                      (iii) after making all reasonable efforts, deposits of the
relevant amount in Dollars for the relevant Interest Period for a Loan, or to
banks generally, to which a CD Rate Option or a Euro-Rate Option applies,
respectively, are not available to such Bank at the effective cost of funding a
proposed CD Rate Loan or, with respect to such Loan, or to banks generally, in
the interbank eurodollar market, then the Administrative Agent shall have the
rights specified in Section 4.4.3.

               4.4.3. Administrative Agent's and Bank's Rights.
                      ----------------------------------------

                      In the case of any event specified in Section 4.4.1 above,
the Administrative Agent shall promptly so notify the Banks and the Borrower
thereof, and in the case of an event specified in Section 4.4.2 above, such Bank
shall promptly so notify the Administrative Agent and endorse a certificate to
such notice as to the specific circumstances of such notice, and the
Administrative Agent shall promptly send copies of such notice and certificate
to the other Banks and the Borrower. Upon such date as shall be specified in
such notice (which shall not be earlier than the date such notice is given), the
obligation of (A) the Banks, in the case of such notice given by the
Administrative Agent, or (B) such Bank, in the case of such notice given by such
Bank, to allow the Borrower to select, convert to or renew a CD Rate Option or a
Euro-Rate Option shall be suspended until the Administrative Agent shall have
later notified the Borrower, or such Bank shall have later notified the
Administrative Agent, of the Administrative Agent's or such Bank's, as the case
may be, determination that the circumstances giving rise to such previous
determination no longer exist. If at any time the Administrative Agent makes a
determination under Section 4.4.1 and the Borrower has previously notified the
Administrative Agent of its selection of, conversion to or renewal of a CD Rate
Option or a Euro-Rate Option and such Interest Rate Option has not yet gone into
effect, such notification shall be deemed to provide for the termination of
Borrower's Bid Loan request (without penalty) for such Loans if the Borrower has
requested Bid Loans under the Bid Loan Euro-Rate Option and for the selection
of, conversion to or renewal of the Base Rate Option otherwise available with
respect to such Loans if the Borrower has requested the Committed Loan Euro-Rate
Option. If any Bank notifies the Administrative Agent of

                                      -55-

<PAGE>

a determination under Section 4.4.2, the Borrower shall, subject to the
Borrower's indemnification Obligations under Section 5.5.2 [Indemnity], as to
any Loan of the Bank to which a CD Rate Option or a Euro-Rate Option applies, on
the date specified in such notice either convert such Loan to the Base Rate
Option otherwise available with respect to such Loan or (except in the case of
events described in clauses (ii) and (iii) of Section 4.4.2) prepay such Loan in
accordance with Section 5.4 [Voluntary Prepayments]. Absent due notice from the
Borrower of conversion or prepayment, such Loan shall automatically be converted
to the Base Rate Option otherwise available with respect to such Loan upon such
specified date.

        4.5    Selection of Interest Rate Options.
               ----------------------------------

               If the Borrower fails to select a new Interest Period to apply to
any Borrowing Tranche of Committed Loans under the CD Rate Option or the
Euro-Rate Option at the expiration of an existing Interest Period applicable to
such Borrowing Tranche in accordance with the provisions of Section 4.2
[Interest Periods], the Borrower shall be deemed to have converted such
Borrowing Tranche to the Revolving Credit Base Rate Option, commencing upon the
last day of the existing Interest Period.

        4.6    Change in Euro-Rate Based on Utilization.
               ----------------------------------------

               During any period in which the Facility Usage is in excess of
$100,000,000, the Applicable Margin applicable to all Loans under any CD Rate
Option or Euro-Rate Option shall be increased by .125% per annum.

                                   5. PAYMENTS
                                     --------
        5.1    Payments.
               --------

               All payments and prepayments to be made in respect of principal,
interest, Commitment Fees, Letter of Credit Fees, Administrative Agent's Fee,
Bid Loan Processing Fees or other fees or amounts due from the Borrower
hereunder shall be payable prior to 11:00 a.m., Pittsburgh time, on the date
when due without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived by the Borrower, and without set-off,
counterclaim or other deduction of any nature, and an action therefor shall
immediately accrue. Such payments shall be made to the Administrative Agent at
the Principal Office for the account of PNC Bank with respect to the Swing
Loans, for the ratable accounts of the Banks with respect to the Revolving
Credit Loans and for the account of the lending Bank with respect to the Bid
Loans in U.S. Dollars and in immediately available funds, and the Administrative
Agent shall promptly distribute such amounts to the Banks in immediately
available funds, provided that in the event payments are received by 11:00 a.m.,
                 --------
Pittsburgh time, by the Administrative Agent with respect to the Loans and such
payments are not distributed to the Banks on the same day received by the
Administrative Agent, the Administrative Agent shall pay the Banks the Federal
Funds Effective Rate with respect to the amount of such payments for each day
held by the Administrative Agent and not distributed to the Banks. The
Administrative Agent's and each Bank's statement of account, ledger or other
relevant record shall, in the absence of manifest

                                      -56-

<PAGE>

error, be conclusive as the statement of the amount of principal of and interest
on the Loans and other amounts owing under this Agreement and shall be deemed an
"account stated."

     5.2   Pro Rata Treatment of Banks.
           ---------------------------

           Each borrowing of Revolving Credit Loans and Line of Credit Loans
shall be allocated to each Bank according to its Ratable Share (irrespective of
the amount of Bid Loans outstanding), and each selection of, conversion to or
renewal of any Interest Rate Option applicable to Revolving Credit Loans or Line
of Credit Loans and each payment or prepayment by the Borrower with respect to
principal or interest on the Revolving Credit Loans and Line of Credit Loans,
Commitment Fees, Letter of Credit Fees, or other fees (except for the
Administrative Agent's Fee and the Bid Loan Processing Fee) or amounts due from
the Borrower hereunder to the Banks with respect to Revolving Credit Loans and
Line of Credit Loans, shall (except as provided in Section 4.4.3 [Administrative
Agent's and Bank's Rights] in the case of an event specified in Section 4.4
[Interest Rate Unascertainable; Etc.], Error! Reference source not found.
[Replacement of a Bank] or Error! Reference source not found. [Additional
Compensation in Certain Circumstances]) be made in proportion to the applicable
Revolving Credit Loans and Line of Credit Loans outstanding from each Bank and,
if no such Loans are then outstanding, in proportion to the Ratable Share of
each Bank. Each borrowing of a Bid Loan shall be made according to the
provisions in Section 2.12 hereof and each payment or prepayment by the Borrower
of principal, interest, fees or other amounts from the Borrower with respect to
Bid Loans shall be to made to the Banks in proportion to the amounts of such
items due to such Banks. Notwithstanding any of the foregoing, each borrowing or
payment or prepayment by the Borrower of principal, interest, fees or other
amounts from the Borrower with respect to Swing Loans shall be made by or to PNC
Bank according to Section 2.

      5.3  Interest Payment Dates.
           ----------------------

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

                                      -57-

<PAGE>

        5.4  Voluntary Prepayments.
             ---------------------

             5.4.1. Right to Prepay.
                    ---------------

                    The Borrower shall have the right at its option from time to
time to prepay the Committed Loans in whole or part without premium or penalty
(except as provided in Section 5.4.2 below or in Section 5.5 [Additional
Compensation in Certain Circumstances]):

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

                    (ii)  on the last day of the applicable Interest Period with
respect to Committed Loans to which a CD Rate Option or a Euro-Rate Option
applies or with respect to Swing Loans, provided that the Borrower may pay such
Loans prior to the last day of such Interest Period so long as the Borrower
indemnifies the Banks pursuant to Section 5.4.2, or

                    (iii) on the date specified in a notice by any Bank pursuant
to Section 4.4 [Interest Rate Unascertainable, Etc.] with respect to any
Committed Loan to which a CD Rate Option or a Euro-Rate Option applies.

                    Whenever the Borrower desires to prepay any part of the
Committed Loans, it shall provide a prepayment notice to the Administrative
Agent by 1:00 p.m., Pittsburgh time, at least one (1) Business Day prior to the
date of prepayment of the Line of Credit Loans or Revolving Credit Loans or no
later than 1:00 p.m., Pittsburgh time, on the date of prepayment of Swing Loans,
setting forth the following information:

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

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

                    (z) the total principal amount of such prepayment, which
               shall not be less than $100,000 for any Swing Loan, or $1,000,000
               for any Revolving Credit Loan, or $1,000,000 for any Line of
               Credit Loans.

                    All prepayment notices shall be irrevocable. The principal
amount of the Committed Loans for which a prepayment notice is given, together
with interest on such principal amount except with respect to Loans to which the
Base Rate Option applies, shall be due and payable on the date specified in such
prepayment notice as the date on which the proposed prepayment is to be made.
Except as provided in Section 4.4.3 [Administrative Agent's and Bank's rights],
if the Borrower prepays a Committed Loan but fails to specify the applicable
Borrowing Tranche which the Borrower is prepaying, the prepayment shall be
applied, first, to Committed Loans to which the Base Rate Option applies, then
to Committed Loans to which the CD Rate Option applies, and finally to Committed
Loans to which the Euro-Rate Option applies. Any prepayment hereunder shall be
subject to the Borrower's Obligation to indemnify the Banks under Section 5.5.2
[Indemnity].

                                      -58-

<PAGE>



               5.4.2. Replacement of a Bank.
                      ---------------------

                      In the event any Bank (i) gives notice under Section
Error! Reference source not found. [Interest Rate Unascertainable, Etc.] or
Section Error! Reference source not found. [Increased Costs, Etc.], (ii) does
not fund Loans because the making of such Loans would contravene any Law
applicable to such Bank, (iii) becomes subject to the control of an Official
Body (other than normal and customary supervision), or (iv) seeks
indemnification for Taxes under Section 11.3, then the Borrower shall have the
right, at its option, with the consent of the Administrative Agent, which shall
not be unreasonably withheld, to prepay the Loans of such Bank in whole ,
together with all interest accrued thereon and any fees or other amounts due in
connection therewith, and terminate such Bank's Commitment, or to replace such
Bank with another Bank which purchases and assumes the Loans of the Bank to be
replaced in either such case within sixty (60) days after (x) receipt of such
Bank's notice under Section Error! Reference source not found. [Interest Rate
Unascertainable, Etc.] or Error! Reference source not found. [Increased Costs,
Etc.], (y) the date such Bank has failed to fund Loans because the making of
such Loans would contravene Law applicable to such Bank, or (z) the date such
Bank became subject to the control of an Official Body, as applicable; provided
                                                                       --------
that the Borrower shall also pay to such Bank at the time of such prepayment or
replacement any amounts required under Section Error! Reference source not
found. [Additional Compensation in Certain Circumstances] and any accrued
interest due on such amount and any related fees; provided further , however,
                                                  ----------------
that if the Borrower has elected to prepay the Loans of a Bank and terminate its
Commitment under this Section, the Commitment of such Bank and the Bid Loan of
such Bank shall be provided by one or more of the remaining Banks or a
replacement bank reasonably acceptable to the Administrative Agent; and
provided, further, that the remaining Banks shall have no obligation hereunder
--------
to increase their Commitments or provide the Bid Loan of such Bank.
Notwithstanding the foregoing, the Administrative Agent may only be replaced
subject to the requirements of Section Error! Reference source not found.
[Successor Administrative Agent] and provided that all Letters of Credit have
expired or been terminated or replaced.

               5.4.3. Change of Lending Office.
                      -----------------------

                      Each Bank agrees that upon the occurrence of any event
giving rise to increased costs or other special payments under Section Error!
Reference source not found. [Illegality, Etc.] or Error! Reference source not
found. [Increased Costs, Etc.] with respect to such Bank, or in the event such
Bank seeks indemnification for Taxes under Section 11.3, it will if requested by
the Borrower, use reasonable efforts (subject to overall policy considerations
of such Bank) to designate another lending office for any Loans or Letters of
Credit affected by such event, provided that such designation is made on such
                               --------
terms that such Bank and its lending office suffer no economic(including
increased taxes), legal or regulatory disadvantage, with the object of avoiding
the consequence of the event giving rise to the operation of such Section.
Nothing in this Section 4.4.3 shall affect or postpone any of the Obligations of
the Borrower or any other Loan Party or the rights of the Administrative Agent
or any Bank provided in this Agreement.

                                      -59-

<PAGE>

     5.5  Additional Compensation in Certain Circumstances.
          -----------------------------------------------

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

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

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

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

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

          5.5.2.   Indemnity.
                   ---------

                   In addition to the compensation required by Section Error!
Reference source not found. [Increased Costs, Etc.], the Borrower shall
indemnify each Bank against all liabilities, losses or expenses (including loss
of margin, any loss or expense incurred in liquidating or employing deposits
from third parties and any loss or expense incurred in connection with funds
acquired by a Bank to fund or maintain Loans subject to a CD Rate Option, a
Euro-Rate Option or a Bid Loan Fixed Rate Option) which such Bank sustains or
incurs as a consequence of any

                                      -60-

<PAGE>


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

                    (ii) attempt by the Borrower to revoke (expressly, by later
inconsistent notices or otherwise) in whole or part any Loan Requests under
Section 2.5 [Revolving Credit Loan Requests and Swing Loan Requests], Section
Error! Reference source not found. [Bid Loan Facility], 3.4 [Line of Credit Loan
Requests], or Section Error! Reference source not found. [Interest Periods] or
notice relating to prepayments under Section Error! Reference source not found.
[Voluntary Prepayments],

                    (iii) default by the Borrower in the performance or
observance of any covenant or condition contained in this Agreement or any other
Loan Document, including any failure of the Borrower to pay when due (by
acceleration or otherwise) any principal, interest, Commitment Fee or any other
amount due hereunder, or

                    (iv) payment or prepayment of any Bid Loan on a day other
than the maturity date thereof (whether or not such payment or prepayment is
mandatory or voluntary).

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

        5.6       Settlement Date Procedures.
                  --------------------------

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

                                      -61-

<PAGE>

                   6.  REPRESENTATIONS AND WARRANTIES
                       ------------------------------

     6.1  Representations and Warranties.
          ------------------------------

          The Loan Parties, jointly and severally, represent and warrant to the
Administrative Agent and each of the Banks as follows:

          6.1.1.   Organization and Qualification.
                   ------------------------------

                   Each Loan Party and each Subsidiary of each Loan Party is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. Each Loan Party and each Subsidiary of each Loan Party has the
lawful power to own or lease its properties and to engage in the business it
presently conducts or proposes to conduct. Each Loan Party and each Subsidiary
of each Loan Party is duly licensed or qualified and in good standing in all
other jurisdictions where the property owned or leased by it or the nature of
the business transacted by it or both makes such licensing or qualification
necessary except to the extent that a failure to be in good standing is not
reasonably expected to result in a Material Adverse Change.

          6.1.2.   Capitalization and Ownership.
                   ----------------------------

                   As of the Closing Date, the authorized capital stock of the
Borrower and the ownership of such stock as of the Closing Date is (referred to
herein as the "Shares") which is issued and outstanding (ownership by
individuals may be disclosed in the aggregate) is indicated on Schedule 6.1.2.
                                                               --------------
All of the Shares have been validly issued and are fully paid and nonassessable.
As of the Closing Date there are no options, warrants or other rights
outstanding to purchase any such shares except as indicated on Schedule 6.1.2.
                                                               --------------

          6.1.3.   Subsidiaries.
                   ------------

                   Schedule 6.1.3 states the name of each of the Borrower's
                   --------------
Subsidiaries, its jurisdiction of incorporation, its authorized capital stock,
the issued and outstanding shares (referred to herein as the "Subsidiary
Shares") and the owners thereof if it is a corporation, its outstanding
partnership interests (the "Partnership Interests") if it is a partnership and
its outstanding limited liability company interests, interests assigned to
managers thereof and the voting rights associated therewith (the "LLC
Interests") if it is a limited liability company; provided, however, that such
schedule need not state the authorized number of shares of equity interests or
the number of outstanding equity interests of any Foreign Subsidiary if it does
state the names and relative percentages of ownership of each owner of
outstanding equity interests of such Foreign Subsidiary. The Borrower and each
Subsidiary of the Borrower has good and marketable title to all of the
Subsidiary Shares, Partnership Interests and LLC Interests it purports to own,
free and clear in each case of any Lien subject to Permitted Liens. All
Subsidiary Shares, Partnership Interests and LLC Interests have been validly
issued, and all Subsidiary Shares are fully paid and nonassessable. All capital
contributions and other consideration required to be made or paid in connection
with the issuance of the Partnership Interests and LLC Interests have been made
or paid, as the case may be. There are no options, warrants or other rights
outstanding to purchase any such Subsidiary Shares, Partnership

                                      -62-

<PAGE>

Interests or LLC Interests except as indicated on Schedule 6.1.3. The Borrower
                                                  --------------
shall update Schedule 6.1.3 with each quarterly Compliance Certificate and with
             --------------
each Guarantor Joinder delivered pursuant to Section 11.18 or otherwise under
this Agreement and shall not be required to update such Schedule at other times
and the warranties hereunder relating to such Schedule shall apply only on the
dates of such updates.

        6.1.4.   Power and Authority.
                 -------------------

                 Each Loan Party has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a
party, to incur the Indebtedness contemplated by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part.

        6.1.5.   Validity and Binding Effect.
                 ---------------------------

                 This Agreement has been duly and validly executed and
delivered by each Loan Party, and each other Loan Document which any Loan Party
is required to execute and deliver on or after the date hereof will have been
duly executed and delivered by such Loan Party on the required date of delivery
of such Loan Document. This Agreement and each other Loan Document constitutes,
or will constitute, legal, valid and binding obligations of each Loan Party
which is or will be a party thereto on and after its date of delivery thereof,
enforceable against such Loan Party in accordance with its terms, except to the
extent that enforceability of any such Loan Document may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforceability of creditors' rights generally or limiting the
right of specific performance.

        6.1.6.   No Conflict.
                 -----------

                 Neither the execution and delivery of this Agreement or the
other Loan Documents by any Loan Party nor the consummation of the transactions
herein or therein contemplated or compliance with the terms and provisions
hereof or thereof by any of them will conflict with, constitute a default under
or result in any breach of (i) the terms and conditions of the certificate of
incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents of any Loan Party or (ii) any Law or any material
agreement or instrument or order, writ, judgment, injunction or decree to which
any Loan Party or any of its Subsidiaries is a party or by which it or any of
its Subsidiaries is bound or to which it is subject, or result in the creation
or enforcement of any Lien, charge or encumbrance whatsoever upon any property
(now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other
than Liens granted under the Loan Documents).

        6.1.7.   Litigation.
                 ----------

                 There are no actions, suits, proceedings or investigations
pending or, to the knowledge of any Loan Party, threatened against such Loan
Party or any Subsidiary of such Loan Party at law or equity before any Official
Body which individually or in the aggregate

                                      -63-

<PAGE>


could reasonably be expected to result in any Material Adverse Change. None of
the Loan Parties or any Subsidiaries of any Loan Party is in violation of any
order, writ, injunction or any decree of any Official Body which could
reasonably be expected to result in any Material Adverse Change.

        6.1.8.  Title to Properties.
                -------------------

                Each Loan Party and each Subsidiary of each Loan Party has good
and marketable title to or valid leasehold interest in all properties, assets
and other rights which it purports to own or lease or which are reflected as
owned or leased on its books and records, free and clear of all Liens and
encumbrances except Permitted Liens, and subject to the terms and conditions of
the applicable leases.

        6.1.9.  Financial Statements.
                --------------------

               (i)    Historical Statements. The Borrower has delivered to the
                      ---------------------
Administrative Agent copies of its audited consolidated year-end financial
statements for and as of the end of the two fiscal years ended on June 30, 2000
(the "Annual Statements"). In addition, the Borrower has delivered to the
Administrative Agent copies of its unaudited consolidated interim financial
statements for the fiscal year to date and as of the end of the fiscal quarters
ended December 31, 2000 and March 31, 2001 (the "Interim Statements") (the
Annual and Interim Statements being collectively referred to as the "Historical
Statements"). The Historical Statements were compiled from the books and records
maintained by the Borrower's management, are correct and complete in all
material respects and fairly represent the consolidated financial condition of
the Borrower and its Subsidiaries as of their dates and the results of
operations for the fiscal periods then ended and have been prepared in
accordance with GAAP consistently applied, subject (in the case of the Interim
Statements) to normal year-end audit adjustments.

                (ii)  Financial Projections. The Borrower has delivered to the
                      ---------------------
Administrative Agent financial projections of the Borrower and its Subsidiaries
for the period June 30, 2000 through June 30, 2005 derived from various
assumptions of theBorrower's management (the "Financial Projections"). The
Financial Projections represent a reasonable range of possible results in light
of the history of the business, present and foreseeable conditions and the
intentions of the Borrower's management. The Financial Projections accurately
reflect the liabilities of the Borrower and its Subsidiaries upon consummation
of the transactions contemplated hereby as of the Closing Date.

                (iii) Accuracy of Financial Statements. Neither the Borrower nor
                      --------------------------------
any Subsidiary of the Borrower has any liabilities, contingent or otherwise, or
forward or long-term commitments that are not disclosed in the Historical
Statements or in the notes thereto which are required under GAAP to be so
disclosed, and except as disclosed therein there are no unrealized or
anticipated losses from any commitments of the Borrower or any Subsidiary of the
Borrower which could reasonably be expected to cause a Material Adverse Change.
Since June 30, 2000, no Material Adverse Change has occurred.

                                      -64-

<PAGE>

          6.1.10. Use of Proceeds; Margin Stock; Section 20 Subsidiaries.
                  ------------------------------------------------------

                              6.1.10.1  General.
                                        -------

                         The Loan Parties intend to use the proceeds of the
Loans in accordance with Sections 2.8 and 8.1.10.

                              6.1.10.2  Margin Stock.
                                        ------------

                         None of the Loan Parties or any Subsidiaries of any
Loan Party engages or intends to engage principally, or as one of its important
activities, in the business of extending credit for the purpose, immediately,
incidentally or ultimately, of purchasing or carrying margin stock (within the
meaning of Regulation U). No part of the proceeds of any Loan has been or will
be used, immediately, incidentally or ultimately, to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock or to refund Indebtedness originally incurred for such
purpose, or for any other purpose, in any such case which entails a violation of
or which is inconsistent with the provisions of the regulations of the Board of
Governors of the Federal Reserve System. None of the Loan Parties or any
Subsidiary of any Loan Party holds or intends to hold margin stock in such
amounts that more than 25% of the reasonable value of the assets of any Loan
Party or Subsidiary of any Loan Party are or will be represented by margin
stock.

          6.1.11. Full Disclosure.
                  ---------------

                  Neither this Agreement nor any other Loan Document, nor any
certificate, statement, agreement or other documents furnished to the
Administrative Agent or any Bank in connection herewith or therewith, contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein and therein, in light
of the circumstances under which they were made, not misleading in any material
respect. There is no fact known to any Loan Party which could reasonably be
expected to result in a Material Adverse Change which has not been set forth in
this Agreement or in the certificates, statements, agreements or other documents
furnished in writing to the Administrative Agent and the Banks prior to or at
the date hereof in connection with the transactions contemplated hereby.

          6.1.12. Taxes.
                  -----

                  All federal, state, local and other tax returns required to
have been filed with respect to each Loan Party and each Subsidiary of each Loan
Party have been filed, and payment or adequate provision has been made for the
payment of all taxes, fees, assessments and other governmental charges which
have or may become due pursuant to said returns or to assessments received,
except to the extent that such taxes, fees, assessments and other charges are
being contested in good faith by appropriate proceedings diligently conducted
and for which such reserves or other appropriate provisions, if any, as shall be
required by GAAP shall have been made. There are no agreements or waivers
extending the statutory period of limitations applicable to any federal income
tax return of any Loan Party or Subsidiary of any Loan Party for any period.

                                      -65-

<PAGE>

          6.1.13. Consents and Approvals.
                  ----------------------

                  No consent, approval, exemption, order or authorization of, or
a registration or filing with, any Official Body or any other Person is required
by any Law or any agreement in connection with the execution, delivery and
carrying out of this Agreement and the other Loan Documents by any Loan Party,
except as listed on Schedule 6.1.13 which shall have been obtained or made on or
                    ---------------
prior to the Closing Date.

          6.1.14. No Event of Default; Compliance with Instruments.
                  ------------------------------------------------

                  No event has occurred and is continuing and no condition
exists or will exist after giving effect to the borrowings or other extensions
of credit to be made on the Closing Date under or pursuant to the Loan Documents
which constitutes an Event of Default or Potential Default. None of the Loan
Parties or any Subsidiaries of any Loan Party is in violation of (i) any term of
its certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents or (ii) any material agreement or
instrument to which it is a party or by which it or any of its properties may be
subject or bound where such violation would could reasonably be expected to
result in a Material Adverse Change.

          6.1.15. Patents, Trademarks, Copyrights, Licenses, Etc.
                  ----------------------------------------------

                  Each Loan Party and each Subsidiary of each Loan Party owns or
possesses all the material patents, trademarks, service marks, trade names,
copyrights, licenses, registrations, franchises, permits and rights necessary to
own and operate its properties and to carry on its business as presently
conducted and planned to be conducted by such Loan Party or Subsidiary, without
known possible, alleged or actual conflict with the rights of others except for
violations which could not reasonably be expected to result in a Material
Adverse Change.

          6.1.16. Insurance.
                  ---------

                  All insurance policies and performance, bid and similar bonds
to which any Loan Party or Subsidiary of any Loan Party is a party are valid and
in full force and effect. No notice has been given or claim made and no grounds
exist to cancel or avoid any of such policies or bonds or to reduce the coverage
provided thereby. Such policies and bonds provide adequate coverage from
reputable and financially sound insurers in amounts sufficient to insure the
assets and risks of each Loan Party and each Subsidiary of each Loan Party in
accordance with prudent business practice in the industry of the Loan Parties
and their Subsidiaries.

          6.1.17. Compliance with Laws.
                  --------------------

                  The Loan Parties and their Subsidiaries are in compliance in
all material respects with all applicable Laws including environmental laws in
all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is
presently or will be doing business except where the failure to do so which
could reasonably be expected to result in a Material Adverse Change.

                                      -66-

<PAGE>

          6.1.18. Material Contracts; Burdensome Restrictions.
                  -------------------------------------------

                  All material contracts relating to the business operations of
each Loan Party and each Subsidiary of any Loan Party, including all material
employee benefit plans and Labor Contracts are valid, binding and enforceable
upon such Loan Party or Subsidiary and each of the other parties thereto in
accordance with their respective terms, and there is no default thereunder, to
the Loan Parties' knowledge, with respect to parties other than such Loan Party
or Subsidiary. None of the Loan Parties or their Subsidiaries is bound by any
contractual obligation, or subject to any restriction in any organization
document or any requirement of Law which could reasonably be expected to result
in a Material Adverse Change.

          6.1.19. Investment Companies; Regulated Entities.
                  ----------------------------------------

                  None of the Loan Parties or any Subsidiaries of any Loan Party
is an "investment company" registered or required to be registered under the
Investment Company Act of 1940 or under the "control" of an "investment company"
as such terms are defined in the Investment Company Act of 1940 and shall not
become such an "investment company" or under such "control." None of the Loan
Parties or any Subsidiaries of any Loan Party is subject to any other Federal or
state statute or regulation limiting its ability to incur Indebtedness for
borrowed money.

          6.1.20. Plans and Benefit Arrangements.
                  ------------------------------

                  (i)   The Borrower and to the best of Borrower's knowledge
after reasonable inquiry each other member of the ERISA Group are in compliance
in all material respects with any applicable provisions of ERISA with respect to
all Benefit Arrangements, Plans and, to the best of Borrower's knowledge after
reasonable inquiry, Multiemployer Plans. There has been no Prohibited
Transaction with respect to any Benefit Arrangement or any Plan or, to the best
knowledge of the Borrower, with respect to any Multiemployer Plan or Multiple
Employer Plan, which could result in any material liability of the Borrower or
any other member of the ERISA Group. The Borrower and, to the best of Borrower's
knowledge after reasonable inquiry, all other members of the ERISA Group have
made when due any and all payments required to be made under any agreement
relating to a Multiemployer Plan or a Multiple Employer Plan or any Law
pertaining thereto. With respect to each Plan and Multiemployer Plan, the
Borrower and, to the best of Borrower's knowledge after reasonable inquiry, each
other member of the ERISA Group (i) have fulfilled in all material respects
their obligations under the minimum funding standards of ERISA, (ii) have not
incurred any liability to the PBGC other than premiums the payment of which is
not yet due, and (iii) have not had asserted against them any penalty for
failure to fulfill the minimum funding requirements of Section 302 of ERISA.

                  (ii)  To the best of the Borrower's knowledge, each
Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder
when due.

                  (iii) Neither the Borrower nor, to the best of Borrower's
knowledge after reasonable inquiry, any other member of the ERISA Group has
instituted or intends to institute proceedings to terminate any Plan.

                                      -67-

<PAGE>

                  (iv)   No event requiring notice to the PBGC under Section
302(f)(4)(A) of ERISA has occurred or is reasonably expected to occur with
respect to any Plan, and no amendment with respect to which security is required
under Section 307 of ERISA has been made or is reasonably expected to be made to
any Plan, provided, however, that as applied to Plans of members of the ERISA
          --------  -------
Group other than the Borrower, the foregoing representation is made to the best
of Borrower's knowledge after reasonable inquiry.

                  (v)    The aggregate actuarial present value of the current
liability (whether or not vested) as defined in Section 412(1)(7) of the
Internal Revenue Code under all Plans subject to Title IV of ERISA as disclosed
in, and as of the date of, the most recent actuarial reports for such Plans,
does not exceed the aggregate fair market value of the assets of such Plans by
more than $10 million in the aggregate. Based on the funded status of Plans
subject to Title IV of ERISA (not including any Multiemployer Plans) as of the
date of the most recent actuarial reports for such Plans, termination of such
Plans would not have a material adverse effect on Borrower.

                  (vi)   Neither the Borrower nor, to the best of Borrower's
knowledge after reasonable inquiry, any other member of the ERISA Group has
incurred or reasonably expects to incur any material withdrawal liability under
ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower
nor, to the best of Borrower's knowledge after reasonable inquiry, any other
member of the ERISA Group has been notified by any Multiemployer Plan or
Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan
has been terminated within the meaning of Title IV of ERISA and, to the best
knowledge of the Borrower, no Multiemployer Plan or Multiple Employer Plan is
reasonably expected to be reorganized or terminated, within the meaning of Title
IV of ERISA.

                  (vii)  To the extent that any Benefit Arrangement is insured,
the Borrower and, to the best of Borrower's knowledge after reasonable inquiry,
all other members of the ERISA Group have paid when due all premiums required to
be paid for all periods through the Closing Date. To the extent that any Benefit
Arrangement is funded other than with insurance, the Borrower and all other
members of the ERISA Group have made when due all contributions required to be
paid for all periods through the Closing Date.

                  (viii) All Plans, Benefit Arrangements and Multiemployer Plans
have been administered in accordance with their terms and applicable Law,
provided, however, that as applied to Plans, Benefit Arrangements and
--------  -------
Multiemployer Plans the foregoing representation is made to the best of
Borrower's knowledge after reasonable inquiry.

          6.1.21. Employment Matters.
                  ------------------

                  Each of the Loan Parties and each of their Subsidiaries is in
compliance with the Labor Contracts and all applicable federal, state and local
labor and employment Laws, including those related to equal employment
opportunity and affirmative action, labor relations, minimum wage, overtime,
child labor, medical insurance continuation, worker adjustment and relocation
notices, immigration controls and worker and unemployment compensation, where
the failure to comply could reasonably be expected to result in a Material
Adverse Change.

                                      -68-

<PAGE>

There are no outstanding grievances, arbitration awards or appeals therefrom
arising out of the Labor Contracts or current or threatened strikes, picketing,
handbilling or other work stoppages or slowdowns at facilities of any of the
Loan Parties or any of their Subsidiaries which in any case could reasonably be
expected to result in a Material Adverse Change.

          6.1.22. Environmental Matters.
                  ---------------------

                  There are no pending or threatened Environmental Claims
against any Loan Party or any Subsidiary of a Loan Party which could be
reasonably expected to result in a Material Adverse Change.

          6.1.23. Senior Debt Status.
                  ------------------

          The Obligations of each Loan Party under this Agreement, the Notes,
the Guaranty Agreement and each of the other Loan Documents to which it is a
party do rank and will rank at least pari passu in priority of payment with all
                                     ---- -----
other Indebtedness of such Loan Party except Indebtedness of such Loan Party to
the extent secured by Permitted Liens. There is no Lien upon or with respect to
any of the properties or income of any Loan Party or Subsidiary of any Loan
Party which secures indebtedness or other obligations of any Person except for
Permitted Liens.

          6.1.24. Continuation of Representations.
                  -------------------------------

                  The Borrower makes the representations and warranties in this
Section 6 on the date hereof and on the Closing Date and each date thereafter on
which a Loan is made or a Letter of Credit is issued as provided in and subject
to Sections 7.1 and 7.2.

          6.1.25. Solvency.
                  --------

                  After giving effect to the transactions contemplated by the
Loan Documents, including all Indebtedness incurred thereby, and the payment of
all fees related thereto, the Loan Parties, taken as a whole, will be Solvent.

          6.1.26. Transactions In connection With the IPO.
                  ---------------------------------------

                  The IPO was consummated on February 13, 2001. In connection
with the IPO, (1) all the Cisco Preferred Stock was converted or redeemed on
prior to the IPO, (2) the LLP Subdebt (as defined in the Prior Credit Agreement)
was repaid in full, (3) the Borrower received net proceeds (after redemption and
conversion payments) in the amount of approximately $ 210,300,000 from the sale
of its common stock, and (4) the net worth of the Borrower immediately following
the IPO was approximately $579,000,000 (i.e. on February 13, 2001).

                                      -69-

<PAGE>

          6.1.27. Prior Credit Agreement.
                  ----------------------

                  The Loan Parties represent and warrant that they were in
compliance with all of the representations, warranties and covenants under the
Prior Credit Agreement immediately prior to the date of this Agreement.

     6.2  Updates to Schedules.
          --------------------

          Except in the case of those schedules disclosing information solely as
of the Closing Date as expressly provided herein, should any of the information
or disclosures provided on any of the Schedules attached hereto become outdated
or incorrect in any material respect, the Borrower shall provide the
Administrative Agent in writing with such revisions or updates to such Schedule
as may be necessary or appropriate to update or correct same; provided, however,
                                                              --------
that no Schedule shall be deemed to have been amended, modified or superseded by
any such correction or update, nor shall any breach of warranty or
representation resulting from the inaccuracy or incompleteness of any such
Schedule be deemed to have been cured thereby, unless and until the Required
Banks, in their sole and absolute discretion, shall have accepted in writing
such revisions or updates to such Schedule.

     7.   CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
          -------------------------------------------------------

     The obligation of each Bank to make Loans and of the Administrative Agent
to issue Letters of Credit hereunder is subject to the performance by each of
the Loan Parties of its Obligations to be performed hereunder at or prior to the
making of any such Loans or issuance of such Letters of Credit and to the
satisfaction of the following further conditions:

     7.1  First Loans and Letters of Credit.
          ---------------------------------

          On the Closing Date:

          7.1.1.  Officer's Certificate.
                  ---------------------

                  The representations and warranties of each of the Loan Parties
contained in Section 6 and in each of the other Loan Documents shall be true and
accurate on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), and each of the Loan Parties shall
have performed and complied with all covenants and conditions hereof and
thereof, no Event of Default or Potential Default shall have occurred and be
continuing or shall exist; and there shall be delivered to the Administrative
Agent for the benefit of each Bank a certificate of each of the Loan Parties,
dated the Closing Date and signed by the Chief Executive Officer, President,
Treasurer or Chief Financial Officer of each of the Loan Parties, to each such
effect.

                                      -70-

<PAGE>

          7.1.2.  Secretary's Certificate.
                  -----------------------

                  There shall be delivered to the Administrative Agent for the
benefit of each Bank a certificate dated the Closing Date and signed by the
Secretary or an Assistant Secretary of each of the Loan Parties, certifying as
appropriate as to:

                  (i)   all action taken by each Loan Party in connection with
this Agreement and the other Loan Documents;

                  (ii)  the names of the officer or officers authorized to sign
this Agreement and the other Loan Documents and the true signatures of such
officer or officers and specifying the Authorized Officers permitted to act on
behalf of each Loan Party for purposes of this Agreement and the true signatures
of such officers, on which the Administrative Agent and each Bank may
conclusively rely; and

                  (iii) copies of its organizational documents, including its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, and limited liability company
agreement as in effect on the Closing Date certified by the appropriate state
official where such documents are filed in a state office (except that the Loan
Parties need not include copies of a document if the parties delivered such
document at the closing of the Prior Credit Agreement, there have been no
changes since such closing and the Loan Parties certify to such facts in this
certificate) together with certificates from the appropriate state officials as
to the continued existence and good standing of the Borrower and KPMG
Consulting, LLC in each state where organized certified as of a date not earlier
than thirty (30) days prior to the Closing Date.

          7.1.3.  Delivery of Loan Documents.
                  --------------------------

                  The Notes and the Loan Documents Amendment, each dated as of
the Closing Date, and each of the other Loan Documents shall have been duly
executed and delivered to the Administrative Agent for the benefit of the Banks.

          7.1.4.  Delivery of Schedules.
                  ---------------------

                  The Loan Parties shall have delivered updates to the following
schedules to this Agreement:


     Schedule 6.1.2    -   Capitalization
     Schedule 6.1.3    -   Subsidiaries
     Schedule 6.1.13   -   Consents And Approvals

          7.1.5. Opinion of Counsel.
                 ------------------

                  There shall be delivered to the Administrative Agent for the
benefit of each Bank written opinions of In-house counsel and Sidley & Austin,
each as counsel for the

                                      -71-

<PAGE>

Loan Parties, dated the Closing Date and in form and substance satisfactory to
the Administrative Agent and its counsel which collectively shall address:

                  (i)  the matters set forth in Exhibit 7.1.4; and
                                                -------------

                  (ii) such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request.

          7.1.6.  Payoff Under Prior Credit Agreement.
                  ------------------------------------

                  The Borrower shall have repaid all loans and other obligations
under the Prior Credit Agreement, subject to any breakage fees payable under
Section 5.5.2 thereof.

          7.1.7.  Compliance Certificate.
                  ----------------------

                  The Borrower shall have delivered a completed Compliance
Certificate as of the quarter ending March 31, 2001.

          7.1.8.  Separation Agreements and Cisco Agreements
                  ------------------------------------------

                  The Borrower shall have delivered true and correct copies of
any amendments to the Separation Agreements and the Cisco Agreements made since
the closing of the Prior Credit Agreement which are material and could be
adverse to the Administrative Agent or the Banks and if any such amendments
shall exist the Administrative Agent shall be satisfied with the terms thereof.

          7.1.9.  Legal Details.
                  -------------

                  All legal details and proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be in form and substance reasonably satisfactory to the Administrative Agent and
counsel for the Administrative Agent, and the Administrative Agent shall have
received all such other counterpart originals or certified or other copies of
such documents and proceedings in connection with such transactions, in form and
substance reasonably satisfactory to the Administrative Agent and said counsel,
as the Administrative Agent or said counsel may reasonably request.

          7.1.10. Payment of Fees.
                  ---------------

                  The Borrower shall have paid or caused to be paid to the
Administrative Agent for itself and for the account of the Banks to the extent
not previously paid fees in the amount set forth on Schedule 1.1(B) in
                                                    ---------------
connection with the closing of this Agreement and the extension of the Line of
Credit Expiration Date and the costs and expenses for which the Administrative
Agent and the Banks are entitled to be reimbursed as set forth herein or in the
Administrative Agent's Letter.

                                       -72-

<PAGE>

          7.1.11. Consents.
                  --------

                  All material consents required to effectuate the transactions
contemplated hereby as set forth on Schedule 6.1.13 shall have been obtained.
                                    ---------------

          7.1.12. Certification Regarding Changes in the Borrower's Executive
                  -----------------------------------------------------------
Committee.
---------

                  In the six months prior to the Closing Date, there has not
been a termination or departure of more than a majority of the Borrower's
officers serving on its Executive Committee.

          7.1.13. No Violation of Laws.
                  --------------------

                  The making of the Loans and the issuance of the Letters of
Credit shall not contravene any Law applicable to any Loan Party or any of the
Banks.

          7.1.14. No Actions or Proceedings.
                  -------------------------

                  No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, this Agreement, the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or which is in
violation of the warranty in Section 6.1.7.

     7.2  Each Additional Loan or Letter of Credit.
          ----------------------------------------

          At the time of making any Loans or issuing any Letters of Credit other
than Loans made or Letters of Credit issued on the Closing Date and after giving
effect to the proposed extensions of credit: the representations and warranties
of the Loan Parties contained in Section 6.1 and in the other Loan Documents
shall be true on and as of the date of such additional Loan or Letter of Credit
with the same effect as though such representations and warranties had been made
on and as of such date (except representations and warranties which expressly
relate solely to an earlier date or time, which representations and warranties
shall be true and correct on and as of the specific dates or times referred to
therein) and the Loan Parties shall have performed and complied with all
covenants and conditions hereof; no Event of Default or Potential Default shall
have occurred and be continuing or shall exist; the making of the Loans or
issuance of such Letter of Credit shall not contravene any Law applicable to any
Loan Party or Subsidiary of any Loan Party or any of the Banks; and the Borrower
shall have delivered to the Administrative Agent a duly executed and completed
Loan Request or application for a Letter of Credit as the case may be.

                                       -73-

<PAGE>


                                  8. COVENANTS
                                     ---------

     8.1  Affirmative Covenants.
          ---------------------

          The Loan Parties, jointly and severally, covenant and agree that until
payment in full of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings, and interest thereon, expiration or termination of all Letters of
Credit, satisfaction of all of the Loan Parties' other Obligations under the
Loan Documents and termination of the Commitments, the Loan Parties shall comply
at all times with the following affirmative covenants:

          8.1.1.  Preservation of Existence, Etc.
                  ------------------------------

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain its legal existence as a corporation, limited
partnership or limited liability company and its license or qualification and
good standing (except to the extent that failure to be in good standing could
not reasonably be expected to result in a Material Adverse Change) in each
jurisdiction in which its ownership or lease of property or the nature of its
business makes such license or qualification necessary, except as otherwise
expressly permitted in Section Error! Reference source not found. [Liquidations,
Mergers, Etc.].

          8.1.2.  Payment of Liabilities, Including Taxes, Etc.
                  --------------------------------------------

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, duly pay and discharge all liabilities to which it is subject
or which are asserted against it, promptly as and when the same shall become due
and payable, including all taxes, assessments and governmental charges upon it
or any of its properties, assets, income or profits, prior to the date on which
penalties attach thereto, except to the extent that such liabilities, including
taxes, assessments or charges, are being contested in good faith and by
appropriate and lawful proceedings diligently conducted and for which such
reserve or other appropriate provisions, if any, as shall be required by GAAP
shall have been made, but only to the extent that failure to discharge any such
liabilities would not result in any additional liability which would adversely
affect to a material extent the financial condition of any Loan Party or
Subsidiary of any Loan Party, provided that the Loan Parties and their
                              --------
Subsidiaries will pay all such liabilities forthwith upon the commencement of
proceedings to foreclose any Lien which may have attached as security therefor.

          8.1.3.  Maintenance of Insurance.
                  ------------------------

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, insure its properties and assets against loss or damage by fire
and such other insurable hazards as such assets are commonly insured (including
fire, extended coverage, property damage, professional liability, workers'
compensation, general liability and extra expense insurance) and against other
risks (including errors and omissions) in such amounts as similar properties and
assets are insured by prudent companies in similar circumstances carrying on
similar businesses, and with reputable and financially sound insurers, including
self-insurance to the extent customary.

                                      -74-

<PAGE>


          8.1.4.  Maintenance of Properties and Leases.
                  ------------------------------------

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain in good repair, working order and condition (ordinary
wear and tear excepted) in accordance with the general practice of other
businesses of similar character and size, all of those properties useful or
necessary to its business.

          8.1.5.  Maintenance of Patents, Trademarks, Etc.
                  ----------------------------------------

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, maintain in full force and effect all patents, trademarks,
service marks, trade names, copyrights, licenses, franchises, permits and other
authorizations necessary for the ownership and operation of its properties and
business if the failure so to maintain the same could reasonably be expected to
result in a Material Adverse Change.

          8.1.6.  Visitation Rights.
                  -----------------

                  Each Loan Party shall, and shall cause each of its
Subsidiaries to, permit any of the officers or authorized employees or
representatives of the Administrative Agent or any of the Banks to visit and
inspect any of its properties and to examine and make excerpts from its books
and records and discuss its business affairs, finances and accounts with its
officers, all in such detail and at such times (which shall be during regular
business hours if no Potential Default or Event of Default exists and is
continuing) and as often as any of the Banks may reasonably request, provided
                                                                     --------
that each Bank shall provide the Borrower and the Administrative Agent with
reasonable notice prior to any visit or inspection. In the event any Bank
desires to conduct an audit of any Loan Party, such Bank shall make a reasonable
effort to conduct such audit contemporaneously with any audit to be performed by
the Administrative Agent.

          8.1.7.  Keeping of Records and Books of Account.
                  ---------------------------------------

                  The Borrower shall, and shall cause each Subsidiary of the
Borrower to, maintain and keep proper books of record and account which enable
the Borrower and its Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Laws of any Official Body
having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in
which full, true and correct entries shall be made in all material respects of
all its dealings and business and financial affairs.

          8.1.8.  Plans and Benefit Arrangements.
                  ------------------------------

                  The Borrower shall comply with ERISA, the Internal Revenue
Code and other applicable Laws applicable to Plans and Benefit Arrangements
except where such failure, alone or in conjunction with any other failure, could
not reasonably be expected to result in a Material Adverse Change. Without
limiting the generality of the foregoing, the Borrower shall cause all of its
Plans to be funded in accordance with the minimum funding requirements of ERISA
and shall make, in a timely manner, all contributions due to Plans, Benefit
Arrangements and Multiemployer Plans.

                                       -75-

<PAGE>

           8.1.9.   Compliance with Laws.
                    --------------------

                    Each Loan Party shall, and shall cause each of its
Subsidiaries to, comply with all applicable Laws, including all environmental
laws, in all respects, provided that it shall not be deemed to be a violation of
                       --------
this Section 8.1.9 Reference source not found. if any failure to comply with any
Law would not result in fines, penalties, remediation costs, other similar
liabilities or injunctive relief which in the aggregate could reasonably be
expected to result in or constitute a Material Adverse Change.

           8.1.10.  Use of Proceeds.
                    ---------------

                    The Loan Parties will use the Letters of Credit and the
proceeds of the Loans only for general corporate purposes, for working capital
and for Permitted Acquisitions. The Loan Parties shall not use the Letters of
Credit or the proceeds of the Loans for any purpose which contravenes any
applicable Law or any provision hereof.

           8.1.11.  Subordination of Intercompany Loans.
                    -----------------------------------

                    Each Loan Party shall cause any intercompany Indebtedness,
loans or advances owed by any Loan Party to any other Loan Party to be
subordinated pursuant to the terms of the Intercompany Subordination Agreement.

      8.2  Negative Covenants.
           ------------------

           The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and termination of the Commitments, the Loan Parties shall comply with the
following negative covenants:

           8.2.1.   Indebtedness.
                    ------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Indebtedness, except:

                    (i)   Indebtedness under the Loan Documents;

                    (ii)  Indebtedness under or with respect to the PNC
Receivables Purchase Facility;

                    (iii) Existing Indebtedness as set forth on Schedule 8.2.1
                                                                --------------
Reference source not found. (including any extensions or renewals thereof,
provided there is no increase in the amount thereof and there is no other
--------
significant change in the terms thereof unless otherwise specified on Schedule
                                                                      --------
8.2.1; Reference source not found.;
-----

                    (iv)  Capitalized leases and, to the extent permitted under
Section Error! Reference source not found. [Capital Expenditures and Leases],
operating leases;

                                      -76-

<PAGE>

                    (v) Indebtedness secured by Purchase Money Security
Interests not exceeding $25,000,000; and

                    (vi)   Indebtedness of a Loan Party to another Loan Party
which is subordinated in accordance with the provisions of Section 8.1.12
[Subordination of Intercompany Loans] and Indebtedness of a Subsidiary which is
not a Loan Party to another Subsidiary which is not a Loan Party;

                    (vii)  Other Indebtedness provided that the amount thereof
does not cause the Loan Parties to violate Section 8.2.17 [Maximum Funded Debt
to Funded Debt Plus Equity].

                    (viii) Indebtedness of any Subsidiary of the Borrower which
is not a Loan Party to a Loan Party, provided that such Indebtedness is
permitted under Section 8.2.4 [Loans and Investments].

           8.2.2.   Liens.
                    -----

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Lien on any of its property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except Permitted Liens.

           8.2.3.   Guaranties.
                    ----------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, at any time, directly or indirectly, become or be liable
in respect of any Guaranty, or assume, guarantee, become surety for, endorse or
otherwise agree, become or remain directly or contingently liable upon or with
respect to any obligation or liability of any other Person, except for

                    (i)    Guaranties of Indebtedness or other obligations of
the Loan Parties or Pledged Foreign Subsidiaries not prohibited hereunder,

                    (ii)   Guaranties constituting Investments which are
permitted under clause (vii) of Section 8.2.4

                    (iii)  customary indemnities in favor of directors and
officers of the Loan Parties and their Subsidiaries,

                    (iv)   customary indemnities relating to warranties,
covenants and assumed liabilities in favor of sellers in acquisition agreements
in connection with Permitted Acquisitions, and

                    (v)    endorsements of instruments in the ordinary course of
business.

                                      -77-

<PAGE>

           8.2.4.   Loans and Investments.
                    ---------------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, at any time make or suffer to remain outstanding any
loan or advance to, or purchase, acquire or own any stock, bonds, notes or
securities of, or any partnership interest (whether general or limited) or
limited liability company interest in, or any other debt or equity investment or
interest in, or make any capital contribution to, any other Person, or agree,
become or remain liable to do any of the foregoing, or become or be liable in
respect of any Guaranties (other than those permitted under clauses (i), (iii),
(iv) and (v) of Section 8.2.3) (collectively the foregoing shall be referred to
as "Investments"), except:

                    (i)    trade credit extended on usual and customary terms in
the ordinary course of business;

                    (ii)   advances to employees to meet expenses incurred by
such employees in the ordinary course of business;

                    (iii)  Permitted Investments;

                    (iv)   Investments in other Loan Parties;

                    (v)    Investments made in connection with the PNC
Receivables Purchase Facility;

                    (vi)   Loans made to Subsidiaries that are not Loan Parties;
provided that such Loans are evidenced by promissory notes which have been
pledged to the banks pursuant to the Security Agreement--Promissory Notes and
provided that the Loan Parties have complied with the requirements in the
definition of "Security Agreement--Promissory Notes" in connection with
delivering such Security Agreement--Promissory Notes

                    (vii)  Other Loans made to Subsidiaries that are not Loan
Parties (excluding Loans referred to in clause (vi) immediately above), provided
that the amount thereof does not exceed $100,000,000 in the aggregate;

                    (viii) Securities received for services rendered in the
ordinary course of business and Investments in other Persons, provided that the
sum of the total value of such services (which shall be valued, for purposes
hereof, at the price customarily charged by the Borrower and its Subsidiaries
for such services), plus the total Investment Amount relating to such
Investments shall not at any time exceed 20% of Total Capitalization as of the
end of the preceding fiscal quarter;

                    (ix)   Investments (which may include reasonable
aggregations) existing as of the Closing Date to be listed on Schedule 8.2.4
Reference source not found. to be delivered to the Administrative Agent by
August 4, 2000;

                                      -78-

<PAGE>

                    (x)  Permitted Acquisitions, and acquisitions of additional
ownership interests in Subsidiaries which are not wholly owned, to the extent
paid for with common stock; and

                    (xi) Permitted Acquisitions of, and other Investments in,
any Foreign Subsidiaries whose stock is owned by a Loan Party (each a "First
Tier Foreign Subsidiary"), and any Foreign Subsidiaries which are wholly-owned
by such First Tier Foreign Subsidiary or by any of its wholly-owned Foreign
Subsidiaries, in each case to the extent paid for in cash provided that 65% of
the outstanding capital stock (or other ownership interests) of such First Tier
Foreign Subsidiary has been pledged to the Administrative Agent for the benefit
of the Banks pursuant to a Pledge Agreement and provided that the Loan Parties
have complied with the requirements in the definition of "Pledge Agreement" in
connection with delivering such Pledge Agreement (each First Tier Foreign
Subsidiary whose capital stock has been pledged to the Bank under the
requirements of this proviso, and each of its direct and indirect wholly-owned
Foreign Subsidiaries, shall be referred to as a "Pledged Foreign Subsidiary").

           8.2.5.   Dividends and Related Distributions.
                    -----------------------------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, make or pay, or agree to become or remain liable to make
or pay, any dividend or other distribution of any nature (whether in cash,
property, securities or otherwise) on account of or in respect of its shares of
capital stock, partnership interests or limited liability company interests on
account of the purchase, redemption, retirement or acquisition of its shares of
capital stock (or warrants, options or rights therefor), partnership interests
or limited liability company interests, except

                    (1)  dividends or other distributions payable to another
Loan Party and dividends paid ratably to its shareholders by a Subsidiary which
is not wholly-owned by a Loan Party.

                    (2)  dividends by the Borrower that are paid in capital
stock of the Borrower.

                    (3)  dividends, and repurchases of stock from employees and
directors, made by the Borrower, provided that (a) the amount of such dividends
shall not exceed the Dividend Limitation (computed with respect to each such
dividend immediately prior to the payment of such dividend without giving effect
thereto) and (b) at the time of Borrower's making any dividend payment and after
giving effect to such dividend, there shall exist no Potential Default or Event
of Default and that the Loan Parties provide satisfactory evidence to such
effect on their next Compliance Certificate.

                    (4)  redemption of the non-voting common stock of Softline
Consulting and Integrators, Inc., the obligation of which is described and
characterized in Schedule 8.2.1 in an amount not to exceed $65,000,000.
                 --------------

                                      -79-

<PAGE>

                    (5) Dividends payable by Subsidiaries of the Loan Parties
which are not Loan Parties to the Loan Parties or other Subsidiaries of the Loan
Parties.

           8.2.6.   Liquidations, Mergers, Consolidations, Acquisitions.
                    ---------------------------------------------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a
party to any merger or consolidation, or acquire by purchase, lease or otherwise
all or substantially all of the assets or capital stock of any other Person,
provided that
--------

                    (1) any Subsidiary of the Borrower may consolidate or merge
or liquidate into the Borrower or any Subsidiary, except that a Loan Party may
not merge, consolidate or liquidate into a Subsidiary which is not a Loan Party,
and

                    (2) any Loan Party or any Foreign Subsidiary may acquire,
whether by purchase or by merger, (A) all or substantially all of the ownership
interests of another Person or (B) substantially all of assets of another Person
or of a business or division of another Person (each a "Permitted Acquisition"),
provided that each of the following requirements is met:
--------

                        (i)   if the Loan Parties are acquiring the ownership
interests in such Person and such Person is a Subsidiary which is not a Foreign
Subsidiary, such Person shall execute a Guarantor Joinder and join this
Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors] on or
before the date of such Permitted Acquisition if the total consideration in
connection with such Permitted Acquisition is $25,000,000 or more and within
thirty (30) days after such Permitted Acquisition if the total consideration in
connection with such Permitted Acquisition is less than $25,000,000;

                        (ii)  the board of directors or other equivalent
governing body of such Person shall have approved such Permitted Acquisition,
except in the case of an acquisition of stock of such Person, other than by
tender offer, with respect to which the board of directors of such Person have
not advised against or disapproved such acquisition;

                        (iii) the business acquired, or the business conducted
by the Person whose ownership interests are being acquired, as applicable, shall
be substantially the same as one or more line or lines of business conducted by
the Loan Parties or their Subsidiaries and shall comply with Section 8.2.10
[Continuation of or Change in Business];

                        (iv)  no Potential Default or Event of Default shall
exist immediately prior to and after giving effect to such Permitted
Acquisition; and

                        (v)   for Permitted Acquisitions occurring after August
1, 2000, the Borrower shall demonstrate that it shall be in pro forma compliance
with the covenants contained in Section 8.2 after giving effect to such
Permitted Acquisition by delivering at least five (5) Business Days prior to
such Permitted Acquisition a certificate in the form of Exhibit 8.2.6 evidencing
                                                        -------------
such compliance. Such computation shall include:

                                      -80-

<PAGE>

                                         (a) EBITDA and other income and expense
items and results of operations for a period identical to the period of a fiscal
quarter or quarters for which financial statements and related compliance
certificate were most recently delivered under Section 8.3.1 or 8.3.2, as the
case may be, and Section 8.3.3; and

                                         (b) for any Permitted Acquisition,
Indebtedness as of the date of such Permitted Acquisition (including
Indebtedness or other liabilities assumed or incurred in connection with such
Permitted Acquisition).

In connection with calculations of the covenants in Sections 8.2.1 through 8.2.4
and Sections 8.2.17 through 8.2.20, the Loan Parties may not include income
statement and other cash flow statement items of the acquired Person or business
for periods prior to the date of the acquisition unless the Loan Parties have
delivered the financial statements of such Person or business (which shall not
be older than 135 days prior to the date of such acquisition) and pro forma
combined computations of such covenants to the Banks and the Borrower delivers
copies of such statements to the Administrative Agent and the Banks together
with pro forma combined statements and the Borrower certifies to the
Administrative Agent for the benefit of the Banks that it has reviewed such
financial statements and either (i) the assets, liabilities, shareholders
equity, income and expenses and other components of such statements are computed
consistently with the corresponding items of the Borrower and its Subsidiaries
in all material respects, or (ii) to the extent there are differences in such
computations that result in covenant levels more favorable (and not less
favorable) to Borrower than they would be if such differences did not exist, the
Borrower shall adjust in its pro forma combined financial statements to
eliminate such differences. In connection with calculations of the covenants
other than those listed in the preceding sentence, the Loan Parties shall not
include income statement and other cash flow statement items of the acquired
Person or business for periods prior to the date of the acquisition.

           8.2.7.   Dispositions of Assets or Subsidiaries.
                    --------------------------------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise
transfer or dispose of, voluntarily or involuntarily, any of its properties or
assets, tangible or intangible (including sale, assignment, discount or other
disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial
interest, partnership interests or limited liability company interests of a
Subsidiary of such Loan Party), except:

                    (i)   transactions involving the sale of inventory in the
ordinary course of business;

                    (ii)  any sale, transfer or lease of assets in the ordinary
course of business which are no longer necessary or required in the conduct of
such Loan Party's or such Subsidiary's business;

                    (iii) any sale, transfer or lease of assets by any
Subsidiary of such Loan Party to another Loan Party or by any Foreign Subsidiary
to another Foreign Subsidiary;

                                      -81-

<PAGE>

                    (iv)   any sale, transfer or lease of assets in the ordinary
course of business which are replaced by substitute assets acquired or leased
within the parameters of Section 8.2.14 [Capital Expenditures and Leases];

                    (v)    transfers of receivables and related assets pursuant
to the PNC Receivables Purchase Facility;

                    (vi)   any sale, transfer or lease of assets, including
those pursuant to asset securitizations, which is approved by the Required
Banks; and

                    (vii)  any sale of the assets or stock of Versa Management
Systems, Inc.

                    (viii) other sales or dispositions provided that if the book
value of the assets sold or disposed in any fiscal year of the Borrower shall
exceed eight percent (8%) of the total assets of the Borrower as of the first
day of such fiscal year, then the Borrower shall reduce the Revolving Credit
Commitments by an amount equal to or greater than the amount of such excess and
such reduction of Commitments shall be subject to the requirements of Section
2.11.

           8.2.8.   Affiliate Transactions.
                    ----------------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, enter into or carry out any transaction (including
purchasing property or services from or selling property or services to any
Affiliate of any Loan Party if such Affiliate is not a Loan Party) with an
Affiliate, but excluding the transactions (the "Excluded Transactions") listed
in the numbered clauses below, unless such transaction (A) is not otherwise
prohibited by this Agreement, (B) is entered into upon fair and reasonable
arm's-length terms and conditions, (C) is in accordance with all applicable Laws
and (D) is fully disclosed to the Administrative Agent if such transaction
involves consideration or other payments which exceed $25,000,000. The Excluded
Transactions include the following:

                    (1) transactions exclusively between or among Subsidiaries
and Affiliates which are not Loan Parties;

                    (2) transactions exclusively among Loan Parties;

                    (3) transactions under the Separation Agreements, as may be
amended in a manner not prohibited by Section 8.2.15;

                    (4) subcontracts for services among the Borrower and its
Subsidiaries;

                    (5) Investments described in and permitted under clause
(ii), (iv), (v), (vi), (vii) or (viii) of Section 8.2.4;

                    (6) administrative overhead costs reasonably allocated among
the Borrower and its Subsidiaries; and

                                      -82-

<PAGE>

                    (7) any transaction between any Loan Party, Subsidiary or
Affiliate and Cisco provided that such transaction is entered into upon fair and
reasonable arm's-length terms and conditions and is in accordance with all
applicable Law.

           8.2.9.   Subsidiaries, Partnerships and Joint Ventures.
                    ---------------------------------------------

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries
to, own or create directly or indirectly any Subsidiaries other than (i) any
Subsidiary which has joined this Agreement as Guarantor on the Closing Date;
(ii) any Subsidiary formed after the Closing Date which joins this Agreement as
a Guarantor pursuant to Section 11.18 [Joinder of Guarantors], (iii) Education
Information Management Systems LLC, KPMG Enterprise Integration Services, LLC,
KCI Funding Corporation, (iv) Versa Management Systems, Inc. provided that Versa
Management Systems, Inc. shall execute a Guarantor Joinder, and join the Credit
Agreement and the Guarantor and other Loan Documents as a Guarantor and the
Borrower shall have complied with the provisions of Section 11.18 in connection
with such joinder on or before July 21, 2001 if the Borrower has not sold the
assets or stock of Versa Management Systems, Inc. to a person which is not an
Affiliate of the Borrower on or before such date, and (iv) any Foreign
Subsidiary.

           8.2.10.  Continuation of or Change in Business.
                    -------------------------------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, engage in any business other than the same business as
conducted and operated by such Loan Party or Subsidiary during the present
fiscal year and other lines of consulting services businesses which are
substantially the same or substantially similar as one or more lines of business
then conducted by the Loan Parties and their Subsidiaries.

           8.2.11.  Plans and Benefit Arrangements.
                    ------------------------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to:

                    (i)   fail to satisfy the minimum funding requirements of
ERISA and the Internal Revenue Code with respect to any Plan;

                    (ii)  request a minimum funding waiver from the Internal
Revenue Service with respect to any Plan;

                    (iii) engage in a Prohibited Transaction with any Plan,
Benefit Arrangement or Multiemployer Plan which, alone or in conjunction with
any other circumstances or set of circumstances resulting in liability under
ERISA, could reasonably be expected to constitute a Material Adverse Change;

                    (iv)  permit the aggregate actuarial present value of all
benefit liabilities (whether or not vested) under each Plan, determined on a
plan termination basis, as disclosed in the most recent actuarial report
completed with respect to such Plan, to exceed, as of any actuarial valuation
date, the fair market value of the assets of such Plan;

                                      -83-

<PAGE>

                    (v)    fail to make when due any contribution to any
Multiemployer Plan that the Borrower may be required to make under any agreement
relating to such Multiemployer Plan, or any Law pertaining thereto;

                    (vi)   withdraw (completely or partially) from any
Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of ERISA to
withdraw) from any Multiple Employer Plan, where any such withdrawal is likely
to result in a material liability of the Borrower;

                    (vii)  terminate, or institute proceedings to terminate, any
Plan, where such termination is likely to result in a material liability to the
Borrower;

                    (viii) make any amendment to any Plan with respect to which
security is required under Section 307 of ERISA; or

                    (ix)   fail to give any and all notices and make all
disclosures and governmental filings required under ERISA or the Internal
Revenue Code, where such failure could reasonably be expected to result in a
Material Adverse Change.

           8.2.12.  Fiscal Year.
                    -----------

                    The Borrower shall not, and shall not permit any Subsidiary
of the Borrower to, change its fiscal year from the twelve-month period
beginning July 1 and ending June 30, other than changes to fiscal years ending
on September 30, December 31 or March 31.

           8.2.13.  Changes in Organizational Documents.
                    -----------------------------------

                    The Borrower shall not amend in any respect its certificate
of incorporation (including any provisions or resolutions relating to capital
stock) or by-laws without providing at least fifteen (15) calendar days' prior
written notice to the Administrative Agent and the Banks and, in the event such
change would be materially adverse to the Banks as reasonably determined by the
Administrative Agent in its sole discretion, obtaining the prior written consent
of the Required Banks.

           8.2.14.  Capital Expenditures and Leases.
                    -------------------------------

                    Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, make any payments (other than (1) consideration with
respect to Permitted Acquisitions or (2) payments made by a Person or business
acquired, directly or indirectly, by the Loan Parties or their Subsidiaries in a
Permitted Acquisition incurred by such Person or business during periods prior
to the date of such Permitted Acquisition) exceeding the amounts set forth below
during the periods set forth below on account of the purchase or lease of any
assets which if purchased would constitute fixed assets or which if leased would
constitute a capitalized lease.

                  Period                                   Maximum Amount
                  ------                                   ---------------

                                      -84-

<PAGE>

       July 1, 2000 through June 30, 2001                      $50,000,000

       July 1, 2001 through June 30, 2002                      $60,000,000

       July 1, 2002 through June 30, 2003                      $60,000,000

       July 1, 2003 through June 30, 2004                      $70,000,000


                8.2.15.  Amendments to and Termination of Separation Agreements
                         ------------------------------------------------------
                         and Cisco Agreements.
                         --------------------

                         Borrower and Guarantor will not modify or terminate any
of their Separation Agreements in any way which may materially adversely affect
the business of the Borrower or any Guarantor.

                8.2.16.  Minimum Percentage of EBITDA Attributable to Loan
                         -------------------------------------------------
                         Parties.
                         -------

                         The ratio of the EBITDA attributable to the Loan
Parties to the Consolidated EBITDA of the Loan Parties and their Subsidiaries,
in each case as of the end of each quarter for the period specified below, shall
equal or exceed the following percentages:

                          Period                                Minimum Ratio

                Five months ending 06/30/00                        .90 to 1

               Two quarters ending 09/30/00                        .90 to 1

              Three quarters ending 12/31/00                       .90 to 1

               Four quarters ending 3/31/01                        .90 to 1

   Four quarters ending 06/30/01, 09/30/01, 12/31/01 and           .80 to 1
                         03/31/02

   Four quarters ending 06/30/02, 09/30/02, 12/31/02 and           .70 to 1
                         03/31/03

 Four quarters ending 06/30/03 and on each fiscal quarter          .60 to 1
                      end thereafter


                8.2.17.  Maximum Funded Debt to Funded Debt Plus Equity.
                         ----------------------------------------------

                         The Loan Parties shall not at any time permit the ratio
of (i) Indebtedness on the date of determination to (ii) Indebtedness plus
Consolidated Net Worth calculated at the end of each fiscal quarter to exceed
 .50 to 1.

                                      -85-

<PAGE>

           8.2.18.  Maximum Leverage Ratio.
                    ----------------------

         On and after the first quarter end which immediately follows the date
of the IPO, the Loan Parties shall not at any time permit the Leverage Ratio to
exceed 2.75 to 1.0.

           8.2.19.  Adjusted Fixed Charge Coverage Ratio.
                    ------------------------------------

On and after the quarter ending June 30, 2001, the Loan Parties shall not at any
time permit the ratio of (i) Consolidated EBITDA plus rent expense, plus the
amount of dividends paid under the Cisco Preferred Stock, to (ii) the sum of
interest expense, rent expense, plus the amount of dividends paid under the
Cisco Preferred Stock, in each case for the four quarters then ending, to be
less than 2.5 to 1.0.

           8.2.20.  Minimum Net Worth.
                    -----------------

                        On and after the first quarter end which immediately
follows the date of the IPO, the Borrower shall not at any time permit
Consolidated Net Worth to be less than Post-IPO Base Net Worth.

           8.3      Reporting Requirements.
                    ----------------------

                    The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and under the other Loan Documents and termination of the Commitments, the Loan
Parties will furnish or cause to be furnished to the Administrative Agent and
each of the Banks:

           8.3.1.   Quarterly Financial Statements.
                    ------------------------------

                    As soon as available and in any event within forty-five (45)
calendar days after the end of each of the first three fiscal quarters in each
fiscal year financial statements of the Borrower, consisting of a consolidated
balance sheet as of the end of such fiscal quarter, related consolidated
statements of income for the fiscal quarter then ended and the fiscal year
through that date, and related consolidated statements of cash flows for the
fiscal year through that date, all in reasonable detail and certified (subject
to normal year-end audit adjustments) by the Chief Executive Officer, President
or Chief Financial Officer of the Borrower as having been prepared in accordance
with GAAP, consistently applied, and setting forth in comparative form the
respective financial statements for the corresponding date and period in the
previous fiscal year. The financial statements of the borrower to be delivered
under this Section 8.3.1 and in 8.3.2 shall consist solely of consolidated
statements. Administrative Agent

                                      -86-

<PAGE>

          8.3.2.  Annual Financial Statements.
                  ---------------------------

                  As soon as available and in any event within ninety (90) days
after the end of each fiscal year of the Borrower, financial statements of the
Borrower consisting of a consolidated balance sheet as of the end of such fiscal
year, and related consolidated statements of income, stockholders' equity and
cash flows for the fiscal year then ended, all in reasonable detail and setting
forth in comparative form the financial statements as of the end of and for the
preceding fiscal year, and certified by independent certified public accountants
of nationally recognized standing satisfactory to the Administrative Agent. The
certificate or report of accountants shall be free of qualifications (other than
any consistency qualification that may result from a change in the method used
to prepare the financial statements as to which such accountants concur) and
shall not indicate the occurrence or existence of any event, condition or
contingency which would materially impair the prospect of payment or performance
of any covenant, agreement or duty of any Loan Party under any of the Loan
Documents. The Loan Parties shall deliver with such financial statements and
certification by their accountants a letter of such accountants to the
Administrative Agent and the Banks substantially to the effect that, based upon
their ordinary and customary examination of the affairs of the Borrower,
performed in connection with the preparation of such consolidated financial
statements, and in accordance with generally accepted auditing standards, they
are not aware of the existence of any condition or event which constitutes an
Event of Default or Potential Default or, if they are aware of such condition or
event, stating the nature thereof and confirming the Borrower's calculations
with respect to the certificate to be delivered pursuant to Section 8.3.3
[Certificate of the Borrower] with respect to such financial statements

          8.3.3.  Certificate of the Borrower.
                  ---------------------------

                  Concurrently with the financial statements of the Borrower
furnished to the Administrative Agent and to the Banks pursuant to Sections
8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements],
a certificate of the Borrower signed by the Chief Executive Officer, President,
Treasurer or Chief Financial Officer of the Borrower, in the form of Exhibit
                                                                     -------
8.3.3 (each a "Compliance Certificate"), to the effect that, except as described
---------------------------------------
pursuant to Section 8.3.5 [Notice of Default], (i) the representations and
warranties of the Borrower contained in Section 6.1 and in the other Loan
Documents are true on and as of the date of such certificate with the same
effect as though such representations and warranties had been made on and as of
such date (except representations and warranties which expressly relate solely
to an earlier date or time) and the Loan Parties have performed and complied
with all covenants and conditions hereof, (ii) no Event of Default or Potential
Default exists and is continuing on the date of such certificate and (iii)
containing calculations in sufficient detail to demonstrate compliance as of the
date of such financial statements with all financial covenants contained in
Section 8.2 [Negative Covenants].

          8.3.4.  Annual List of Insurance
                  ------------------------

                  Concurrently with the financial statements of the Borrower
furnished to the Administrative Agent and to the Banks pursuant to 8.3.2 [Annual
Financial Statements], a


                                     -87-

<PAGE>

certificate of the Borrower signed by the Chief Executive Officer, President or
Chief Financial Officer of the Borrower, attaching a list of the insurance
coverage of the Loan Parties.

          8.3.5.  Notice of Default.
                  -----------------

                  Promptly after any officer of any Loan Party has learned of
the occurrence of an Event of Default or Potential Default, a certificate signed
by the Chief Executive Officer, President or Chief Financial Officer of such
Loan Party setting forth the details of such Event of Default or Potential
Default and the action which the such Loan Party proposes to take with respect
thereto.

          8.3.6.  Notice of Litigation.
                  --------------------

                  Promptly after the commencement thereof, notice of all
actions, suits, proceedings or investigations before or by any Official Body or
any other Person against any Loan Party or Subsidiary of any Loan Party which
involve a claim or series of claims in excess of $10,000,000 or which could be
reasonably expected to result in a Material Adverse Change.

          8.3.7.  Notice of Change in Debt Rating.
                  -------------------------------

                  The Borrower shall notify the Administrative Agent and the
Banks of any change in the Borrower's Debt Rating by either Moody's or Standard
& Poor's within two (2) Business Days after Standard & Poor's or Moody's, as the
case may be, announces such a change. Borrower will deliver together with such
notice a copy of any written notification which Borrower received from the
applicable rating agency regarding such change of Debt Rating.

          8.3.8.  Budgets, Forecasts, Other Reports and Information.
                  -------------------------------------------------

                  Promptly upon their becoming available to the Borrower:

                  (i)    any management letters submitted to the Borrower by
independent accountants in connection with any annual, interim or special audit,

                  (ii)   any reports, notices or proxy statements generally
distributed by the Borrower to its stockholders on a date no later than the date
supplied to such stockholders,

                  (iii)  regular or periodic reports, including Forms 10-K, 10-Q
and 8-K, registration statements and prospectuses, filed by the Borrower with
the Securities and Exchange Commission,

                  (iv)   a copy of any order in any proceeding to which the
Borrower or any of its Subsidiaries is a party issued by any Official Body which
could reasonably be expected to result in a Material Adverse Change, and

                  (v)    such other reports and information as any of the Banks
may from time to time reasonably request. The Borrower shall also notify the
Banks upon its becoming


                                      -88-

<PAGE>

aware of the enactment or adoption of any Law which could reasonably be expected
to result in a Material Adverse Change.

          8.3.9.  Notices Regarding Plans and Benefit Arrangements.
                  ------------------------------------------------

                         8.3.9.1 Certain Events.
                                 --------------

                  Promptly upon becoming aware of the occurrence thereof, notice
(including the nature of the event and, when known, any action taken or
threatened by the Internal Revenue Service or the PBGC with respect thereto) of:

                  (i)    any Reportable Event with respect to the Borrower or
any other member of the ERISA Group,

                  (ii)   any Prohibited Transaction which could subject the
Borrower or any other member of the ERISA Group to a civil penalty assessed
pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the
Internal Revenue Code in connection with any Plan, any Benefit Arrangement or
any trust created thereunder,

                  (iii)  any assertion of material withdrawal liability with
respect to any Multiemployer Plan,

                  (iv)   any partial or complete withdrawal from a Multiemployer
Plan by the Borrower or any other member of the ERISA Group under Title IV of
ERISA (or assertion thereof), where such withdrawal is likely to result in
material withdrawal liability,

                  (v)    any cessation of operations (by the Borrower or any
other member of the ERISA Group) at a facility in the circumstances described in
Section 4062(e) of ERISA,

                  (vi)   withdrawal by the Borrower or any other member of the
ERISA Group from a Multiple Employer Plan,


                  (vii)  a failure by the Borrower or any other member of the
ERISA Group to make a payment to a Plan required to avoid imposition of a Lien
under Section 302(f) of ERISA,

                  (viii) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA, or

                  (ix)   any change in the actuarial assumptions or funding
methods used for any Plan, where the effect of such change is to materially
increase or materially reduce the unfunded benefit liability or obligation to
make periodic contributions.



                                       -89-

<PAGE>

                         8.3.9.2 Notices of Involuntary Termination and Annual
                                 ---------------------------------------------
Reports.
-------

                     Promptly after receipt thereof, copies of (a) all notices
received by the Borrower of the PBGC's intent to terminate any Plan administered
or maintained by the Borrower, or to have a trustee appointed to administer any
such Plan; and (b) at the request of the Administrative Agent or any Bank each
annual report (IRS Form 5500 series) and all accompanying schedules, the most
recent actuarial reports, the most recent financial information concerning the
financial status of each Plan administered or maintained by the Borrower, and
schedules showing the amounts contributed to each such Plan by or on behalf of
the Borrower or any other member of the ERISA Group and each Schedule B
(Actuarial Information) to the annual report filed by the Borrower with the
Internal Revenue Service with respect to each such Plan.

                         8.3.9.3 Notice of Voluntary Termination.
                                 -------------------------------

                     Promptly upon the filing thereof, copies of any Form 5310,
or any successor or equivalent form to Form 5310, filed with the PBGC in
connection with the termination of any Plan.

                         9.      DEFAULT
                                 -------

 9.1      Events of Default.
          -----------------

          An Event of Default shall mean the occurrence or existence of any one
or more of the following events or conditions (whatever the reason therefor and
whether voluntary, involuntary or effected by operation of Law):

          9.1.1.  Payments Under Loan Documents.
                  -----------------------------

                  The Borrower shall fail to pay any principal of any Loan
(including scheduled installments, mandatory prepayments or the payment due at
maturity), Reimbursement Obligation or Letter of Credit Borrowing when due or
shall fail to pay any interest on any Loan, Reimbursement Obligation or Letter
of Credit Borrowing or any other amount owing hereunder or under the other Loan
Documents within three Business Days after such interest or other amount becomes
due in accordance with the terms hereof or thereof;

          9.1.2.  Breach of Warranty.
                  ------------------

                  Any representation or warranty made at any time by any of the
Loan Parties herein or by any of the Loan Parties in any other Loan Document, or
in any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, shall prove to have been false or misleading in
any material respect as of the time it was made or furnished;


                                      -90-

<PAGE>

          9.1.3.  Breach of Negative Covenants or Visitation Rights.
                  -------------------------------------------------

                  Any of the Loan Parties shall default in the observance or
performance of any covenant contained in Section 8.1.6 [Visitation Rights] or
Section 8.2 [Negative Covenants] and, if the default relates to any covenant in
Section 8.2.1, 8.2.2, 8.2.3, 8.2.8, and 8.2.9 and the dollar amount of such
default plus any other existing default under such sections outstanding does not
exceed $25,000,000, such default shall continue unremedied for a period of
thirty (30) days after any officer of any Loan Party becomes aware of the
occurrence thereof;

          9.1.4.  Breach of Other Covenants.
                  -------------------------

                  Any of the Loan Parties shall default in the observance or
performance of any other covenant, condition or provision hereof or of any other
Loan Document and such default shall continue unremedied for a period of thirty
(30) days after any officer of any Loan Party becomes aware of the occurrence
thereof;

          9.1.5.  Defaults in Other Agreements or Indebtedness.
                  --------------------------------------------

                  A default or event of default shall occur at any time under
the terms of any other agreement involving borrowed money or the extension of
credit or any other Indebtedness under which any Loan Party or Subsidiary of any
Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000
in the aggregate, and such breach, default or event of default consists of the
failure to pay (beyond any period of grace permitted with respect thereto,
whether waived or not) any indebtedness when due (whether at stated maturity, by
acceleration or otherwise) or if such breach or default permits or causes the
acceleration of any indebtedness (whether or not such right shall have been
waived) or the termination of any commitment to lend;

          9.1.6.  Final Judgments or Orders.
                  -------------------------

                  Any final judgments or orders for the payment of money in
excess of $15,000,000 in the aggregate shall be entered against any Loan Party
by a court having jurisdiction in the premises, which judgment is not
discharged, vacated, bonded or stayed pending appeal within a period of thirty
(30) days from the date of entry;


          9.1.7.  Loan Document Unenforceable.
                  ---------------------------

                  Any of the Loan Documents shall cease to be legal, valid and
binding agreements enforceable against the party executing the same or such
party's successors and assigns (as permitted under the Loan Documents) in
accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or
inoperative or shall in any way be challenged or contested by the Loan Parties
or cease to give or provide the respective Liens, security interests, rights,
titles, interests, remedies, powers or privileges intended to be created
thereby;


                                      -91-

<PAGE>

          9.1.8.  Notice of Lien or Assessment.
                  ----------------------------

                  A notice of Lien or assessment in excess of $10,000,000 which
is not a Permitted Lien is filed of record with respect to all or any part of
any of the Loan Parties' or any of their Subsidiaries' assets by the United
States, or any department, agency or instrumentality thereof, or by any state,
county, municipal or other governmental agency, including the PBGC, or any taxes
or debts owing at any time or times hereafter to any one of these becomes
payable and the same is not paid within thirty (30) days after the same becomes
payable;

          9.1.9.  Insolvency.
                  ----------

                  Any Loan Party or any Material Subsidiary or, within a
12-month period, any Material Aggregate of Non-Material Subsidiaries ceases to
be Solvent or admits in writing its inability to pay its debts as they mature;

          9.1.10. Events Relating to Plans and Benefit Arrangements.
                  -------------------------------------------------

                  Any of the following occurs: (i) any Reportable Event, which
the Administrative Agent determines in good faith constitutes grounds for the
termination of any Plan by the PBGC or the appointment of a trustee to
administer or liquidate any Plan, shall have occurred and be continuing; (ii)
proceedings shall have been instituted or other action taken to terminate any
Plan, or a termination notice shall have been filed with respect to any Plan
covered by Title IV of ERISA; (iii) a trustee shall be appointed to administer
or liquidate any Plan covered by Title IV of ERISA; (iv) the PBGC shall give
notice of its intent to institute proceedings to terminate any Plan or Plans or
to appoint a trustee to administer or liquidate any Plan; and, in the case of
the occurrence of (i), (ii), (iii) or (iv) above, the Administrative Agent
determines in good faith that the amount of the Borrower's liability is likely
to exceed 10% of its Consolidated Net Worth; (v) the Borrower or any member of
the ERISA Group shall fail to make any contributions when due to a Plan or a
Multiemployer Plan; (vi) the Borrower or any other member of the ERISA Group
shall make any amendment to a Plan with respect to which security is required
under Section 307 of ERISA; (vii) the Borrower or any other member of the ERISA
Group shall withdraw completely or partially from a Multiemployer Plan; or
(viii) the Borrower or any other member of the ERISA Group shall withdraw (or
shall be deemed under Section 4062(e) of ERISA to withdraw) from a Multiple
Employer Plan and, with respect to any of the events specified in (v), (vi),
(vii) or (viii), the Administrative Agent determines in good faith that any such
occurrence would be reasonably likely to materially and adversely affect the
total enterprise represented by the Borrower and the other members of the ERISA
Group;

          9.1.11. Cessation of Business.
                  ---------------------

                  Any Loan Party or any Material Subsidiary or, within a
12-month period, any Material Aggregate of Non-Material Subsidiaries ceases to
conduct its business as contemplated, except as expressly permitted under
Section 8.2.6 [Liquidations, Mergers, Etc.] or 8.2.7 [Dispositions of Assets or
Subsidiaries], or any Loan Party or any Material Subsidiary or, within a
12-month period, any Material Aggregate of Non-Material Subsidiaries is
enjoined, restrained or in any way prevented by court order from conducting all
or any material part of its


                                      -92-

<PAGE>

business and such injunction, restraint or other preventive order is not
dismissed within thirty (30) days after the entry thereof;

          9.1.12. Change of Control.
                  -----------------

                  (i)    Any person or group of persons (within the meaning of
Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended)
shall after the date hereof have acquired beneficial ownership of (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act) 30% or more of the voting capital stock of the Borrower; or (ii)
within a period of six (6) consecutive calendar months, individuals who were
officers serving on the Executive Committee of the Borrower (excluding Rod
McGreay and Joani Kahn) on the first day of such period shall cease to
constitute a majority of the officers serving on the Executive Committee of the
Borrower (excluding Rod McGreay and Joani Kahn) and such terminations or
departures materially and adversely affect the business of the Borrower and any
Guarantor taken as a whole.

          9.1.13. Involuntary Proceedings.
                  -----------------------

                  A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
any Loan Party or Material Subsidiary of a Loan Party in an involuntary case
under any applicable bankruptcy, insolvency, reorganization or other similar law
now or hereafter in effect, or for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar official) of
any Loan Party or Subsidiary of a Loan Party for any substantial part of its
property, or for the winding-up or liquidation of its affairs, and such
proceeding shall remain undismissed or unstayed and in effect for a period of
forty-five (45) consecutive days or such court shall enter a decree or order
granting any of the relief sought in such proceeding; or

          9.1.14. Voluntary Proceedings.
                  ---------------------

                  Any Loan Party or Material Subsidiary of a Loan Party shall
commence a voluntary case under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or other similar
official) of itself or for any substantial part of its property or shall make a
general assignment for the benefit of creditors, or shall fail generally to pay
its debts as they become due, or shall take any action in furtherance of any of
the foregoing.


                                      -93-

<PAGE>

     9.2  Consequences of Event of Default.
          --------------------------------

          9.2.1.  Events of Default Other Than Bankruptcy, Insolvency or
                  ------------------------------------------------------
                  Reorganization Proceedings.
                  --------------------------

                  If an Event of Default specified under Sections 9.1.1 through
9.1.12 shall occur and be continuing, the Banks and the Administrative Agent
shall be under no further obligation to make Committed Loans or Bid Loans or
issue Letters of Credit, as the case may be, and the Administrative Agent may,
and upon the request of the Required Banks, shall by written notice to the
Borrower, take one or both of the following actions: (i) terminate the
Commitments and thereupon the Commitments shall be terminated and of no further
force and effect, or (ii) declare the unpaid principal amount of the Committed
Loans then outstanding and all interest accrued thereon, any unpaid fees and all
other Indebtedness (provided that acceleration of the Bid Loans is addressed in
Section 9.3) of the Borrower to the Banks hereunder and thereunder to be
forthwith due and payable, and the same shall thereupon become and be
immediately due and payable to the Administrative Agent for the benefit of each
Bank without presentment, demand, protest or any other notice of any kind, all
of which are hereby expressly waived, and require the Borrower to, and the
Borrower shall thereupon, deposit in a non-interest-bearing account with the
Administrative Agent, as cash collateral for its Obligations under the Loan
Documents, an amount equal to the maximum amount currently or at any time
thereafter available to be drawn on all outstanding Letters of Credit, and the
Borrower hereby pledges to the Administrative Agent and the Banks, and grants to
the Administrative Agent and the Banks a security interest in, all such cash as
security for such Obligations. Upon the curing of all existing Events of Default
to the satisfaction of the Required Banks, the Administrative Agent shall return
such cash collateral to the Borrower; and

          9.2.2.  Bankruptcy, Insolvency or Reorganization Proceedings.
                  ----------------------------------------------------

                  If an Event of Default specified under Section 9.1.13
[Involuntary Proceedings] or 9.1.14 [Voluntary Proceedings] shall occur, the
Commitments shall automatically terminate and be of no further force and effect,
the Banks shall be under no further obligations to make Loans hereunder and the
unpaid principal amount of the Loans then outstanding and all interest accrued
thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks
hereunder and thereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; and

          9.2.3.  Set-off.
                  -------

                  If an Event of Default shall occur and be continuing, any Bank
to whom any Obligation is owed by any Loan Party hereunder or under any other
Loan Document or any participant of such Bank which has agreed in writing to be
bound by the provisions of Section 10.13 [Equalization of Banks] and any branch,
Subsidiary or Affiliate of such Bank or participant anywhere in the world shall
have the right, in addition to all other rights and remedies available to it,
without notice to such Loan Party, to set-off against and apply to the then
unpaid balance of all the Loans and all other Obligations of the Borrower and
the other Loan Parties




                                       -94-

<PAGE>

hereunder or under any other Loan Document any debt owing to, and any other
funds held in any manner for the account of, the Borrower or such other Loan
Party by such Bank or participant or by such branch, Subsidiary or Affiliate,
including all funds in all deposit accounts (whether time or demand, general or
special, provisionally credited or finally credited, or otherwise) now or
hereafter maintained by the Borrower or such other Loan Party for its own
account (but not including funds held in custodian or trust accounts) with such
Bank or participant or such branch, Subsidiary or Affiliate. Such right shall
exist whether or not any Bank or the Administrative Agent shall have made any
demand under this Agreement or any other Loan Document, whether or not such debt
owing to or funds held for the account of the Borrower or such other Loan Party
is or are matured or unmatured and regardless of the existence or adequacy of
any collateral, Guaranty or any other security, right or remedy available to any
Bank or the Administrative Agent; and

          9.2.4.  Suits, Actions, Proceedings.
                  ---------------------------

                  If an Event of Default shall occur and be continuing, and
whether or not the Administrative Agent shall have accelerated the maturity of
Loans pursuant to any of the foregoing provisions of this Section 9.2, the
Administrative Agent or any Bank, if owed any amount with respect to the Loans,
may proceed to protect and enforce its rights by suit in equity, action at law
and/or other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Agreement or the other Loan Documents
and, if such amount shall have become due, by declaration or otherwise, proceed
to enforce the payment thereof or any other legal or equitable right of the
Administrative Agent or such Bank; and

          9.2.5.  Application of Proceeds.
                  -----------------------

                  From and after the date on which the Administrative Agent has
taken any action pursuant to this Section 9.2 and until all Obligations of the
Loan Parties have been paid in full, any and all proceeds received by the
Administrative Agent from the exercise of any other remedy by the Administrative
Agent, shall be applied as follows:

                  (i)    first, to reimburse the Administrative Agent and the
Banks for reasonable out-of-pocket costs, expenses and disbursements, including
reasonable attorneys' and paralegals' fees and legal expenses, incurred by the
Administrative Agent or the Banks in connection with collection of any
Obligations of any of the Loan Parties under any of the Loan Documents;

                  (ii)   second, to the repayment of all Indebtedness then due
and unpaid of the Loan Parties to the Banks incurred under this Agreement or any
of the other Loan Documents, whether of principal, interest, fees, expenses or
otherwise, in such manner as the Administrative Agent may determine in its
discretion; and

                  (iii)  the balance, if any, as required by Law.



                                       -95-

<PAGE>

          9.2.6.  Other Rights and Remedies.
                  -------------------------

                  In addition to all of the rights and remedies contained in
this Agreement or in any of the other Loan Documents, the Administrative Agent
shall have all of the rights and remedies available to it under applicable Law,
all of which rights and remedies shall be cumulative and non-exclusive, to the
extent permitted by Law. The Administrative Agent may, and upon the request of
the Required Banks shall, exercise all post-default rights granted to the
Administrative Agent and the Banks under the Loan Documents or applicable Law.

     9.3  Right of Competitive Bid Loan Banks.
          -----------------------------------

          If any Event of Default shall occur and be continuing, the Banks which
have any Bid Loans then outstanding to the Borrower (the "Bid Loan Banks") shall
not be entitled to accelerate payment of the Bid Loans or to exercise any right
or remedy related to the collection of the Bid Loans until the Commitments shall
be terminated hereunder pursuant to Section 9.2. Upon such a termination of the
Commitments: (i) references to Revolving Credit Loans in Section 9.2 shall be
deemed to apply also to the Bid Loans and the Bid Loan Banks shall be entitled
to all enforcement rights given to a holder of a Revolving Credit Loan in
Section 9.2, and (ii) the definition of Required Banks shall be changed as
provided in Section 1.1 so that each Bank shall have voting rights hereunder in
proportion to its share of the total Loans outstanding.

                         10.   THE ADMINISTRATIVE AGENT
                               ------------------------

     10.1 Appointment.
          -----------

          Each Bank hereby irrevocably designates, appoints and authorizes PNC
Bank to act as Administrative Agent for such Bank under this Agreement and to
execute and deliver or accept on behalf of each of the Banks the other Loan
Documents. Each Bank hereby irrevocably authorizes, and each holder of any Note
by the acceptance of a Note shall be deemed irrevocably to authorize, the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and the other Loan Documents and any other instruments and
agreements referred to herein, and to exercise such powers and to perform such
duties hereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. PNC Bank agrees to act as the Administrative
Agent on behalf of the Banks to the extent provided in this Agreement.


     10.2 Delegation of Duties.
          --------------------

          The Administrative Agent may perform any of its duties hereunder by or
through agents or employees (provided such delegation does not constitute a
                             --------
relinquishment of its duties as Administrative Agent) and, subject to Sections
10.5 [Reimbursement of Administrative Agent by Borrower, Etc.] and 10.6, shall
be entitled to engage and pay for the advice or services of any attorneys,
accountants or other experts concerning all matters pertaining to its duties
hereunder and to rely upon any advice so obtained.


                                      -96-

<PAGE>

     10.3  Nature of Duties; Independent Credit Investigation.
           --------------------------------------------------

           The Administrative Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and no implied covenants,
functions, responsibilities, duties, obligations, or liabilities shall be read
into this Agreement or otherwise exist. The duties of the Administrative Agent
shall be mechanical and administrative in nature; the Administrative Agent shall
not have by reason of this Agreement a fiduciary or trust relationship in
respect of any Bank; and nothing in this Agreement, expressed or implied, is
intended to or shall be so construed as to impose upon the Administrative Agent
any obligations in respect of this Agreement except as expressly set forth
herein. Without limiting the generality of the foregoing, the use of the term
"agent" in this Agreement with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. Each
Bank expressly acknowledges (i) that the Administrative Agent has not made any
representations or warranties to it and that no act by the Administrative Agent
hereafter taken, including any review of the affairs of any of the Loan Parties,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Bank; (ii) that it has made and will continue to
make, without reliance upon the Administrative Agent, its own independent
investigation of the financial condition and affairs and its own appraisal of
the creditworthiness of each of the Loan Parties in connection with this
Agreement and the making and continuance of the Loans hereunder; and (iii)
except as expressly provided herein, that the Administrative Agent shall have no
duty or responsibility, either initially or on a continuing basis, to provide
any Bank with any credit or other information with respect thereto, whether
coming into its possession before the making of any Loan or at any time or times
thereafter.

     10.4  Actions in Discretion of Administrative Agent; Instructions From the
           --------------------------------------------------------------------
           Banks.
           -----

           The Administrative Agent agrees, upon the written request of the
Required Banks, to take or refrain from taking any action of the type specified
as being within the Administrative Agent's rights, powers or discretion herein,
provided that the Administrative Agent shall not be required to take any action
--------
which exposes the Administrative Agent to personal liability or which is
contrary to this Agreement or any other Loan Document or applicable Law. In the
absence of a request by the Required Banks, the Administrative Agent shall have
authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Banks or
all of the Banks. Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to Section
10.6 [Exculpatory Provisions, Etc.]. Subject to the provisions of Section 10.6,
no Bank shall have any right of action whatsoever against the Administrative
Agent as a result of the Administrative Agent acting or refraining from acting
hereunder in accordance with the instructions of the Required Banks, or in the
absence of such instructions, in the absolute discretion of the Administrative
Agent.


                                      -97-

<PAGE>

     10.5  Reimbursement and Indemnification of Administrative Agent by the
           ----------------------------------------------------------------
           Borrower.
           ---------

           The Borrower unconditionally agrees to pay or reimburse the
Administrative Agent and hold the Administrative Agent harmless against (a)
liability for the payment of all reasonable out-of-pocket costs, expenses and
disbursements, including fees and expenses of counsel, appraisers and
environmental consultants, reasonably incurred by the Administrative Agent (i)
in connection with the development, negotiation, preparation, printing,
execution, administration, syndication, interpretation and performance of this
Agreement and the other Loan Documents, (ii) relating to any requested
amendments, waivers or consents pursuant to the provisions hereof, (iii) in
connection with the enforcement of this Agreement or any other Loan Document or
collection of amounts due hereunder or thereunder or the proof and allowability
of any claim arising under this Agreement or any other Loan Document, whether in
bankruptcy or receivership proceedings or otherwise, and (iv) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, and (b) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent, in its capacity as such, in any way relating
to or arising out of this Agreement or any other Loan Documents or any action
taken or omitted by the Administrative Agent hereunder or thereunder, provided
                                                                      --------
that the Borrower shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements if the same results from the Administrative Agent's
gross negligence or willful misconduct, or if the Borrower was not given notice
of the subject claim and the opportunity to participate in the defense thereof,
at its expense (except that the Borrower shall remain liable to the extent such
failure to give notice does not result in a loss to the Borrower), or if the
same results from a compromise or settlement agreement entered into without the
consent of the Borrower, which shall not be unreasonably withheld. In addition,
the Borrower agrees to reimburse and pay all reasonable out-of-pocket expenses
of the Administrative Agent's regular employees and agents engaged periodically
to perform audits of the Loan Parties' books, records and business properties
provided that the Borrower shall not be obligated to pay for more than one audit
in any fiscal year if no Event of Default or Potential Default has occurred and
is continuing but shall be obligated to pay for any audit by the Administrative
Agent (regardless of whether the Administrative Agent has previously conducted
an audit during such fiscal year) that the Administrative Agent commences when
an Event of Default or Potential Default exists and is continuing.


     10.6  Exculpatory Provisions; Limitation of Liability.
           -----------------------------------------------

           Neither the Administrative Agent nor any of its directors, officers,
employees, agents, attorneys or Affiliates shall (a) be liable to any Bank for
any action taken or omitted to be taken by it or them hereunder, or in
connection herewith including pursuant to any Loan Document, unless caused by
its or their own gross negligence or willful misconduct, (b) be responsible in
any manner to any of the Banks for the effectiveness, enforceability,
genuineness, validity or the due execution of this Agreement or any other Loan
Documents or for any recital, representation, warranty, document, certificate,
report or statement herein or made or furnished

                                       -98-

<PAGE>

under or in connection with this Agreement or any other Loan Documents, or (c)
be under any obligation to any of the Banks to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions hereof or
thereof on the part of the Loan Parties, or the financial condition of the Loan
Parties, or the existence or possible existence of any Event of Default or
Potential Default. No claim may be made by any of the Loan Parties, any Bank,
the Administrative Agent or any of their respective Subsidiaries against the
Administrative Agent, any Bank or any of their respective directors, officers,
employees, agents, attorneys or Affiliates, or any of them, for any special,
indirect or consequential damages or, to the fullest extent permitted by Law,
for any punitive damages in respect of any claim or cause of action (whether
based on contract, tort, statutory liability, or any other ground) based on,
arising out of or related to any Loan Document or the transactions contemplated
hereby or any act, omission or event occurring in connection therewith,
including the negotiation, documentation, administration or collection of the
Loans, and each of the Loan Parties, (for itself and on behalf of each of its
Subsidiaries), the Administrative Agent and each Bank hereby waive, releases and
agree never to sue upon any claim for any such damages, whether such claim now
exists or hereafter arises and whether or not it is now known or suspected to
exist in its favor. Each Bank agrees that, except for notices, reports and other
documents expressly required to be furnished to the Banks by the Administrative
Agent hereunder or given to the Administrative Agent for the account of or with
copies for the Banks, the Administrative Agent and each of its directors,
officers, employees, agents, attorneys or Affiliates shall not have any duty or
responsibility to provide any Bank with credit or other information concerning
the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of the Loan Parties which may come into the
possession of the Administrative Agent or any of its directors, officers,
employees, agents, attorneys or Affiliates.


     10.7  Reimbursement and Indemnification of Administrative Agent by Banks.
           ------------------------------------------------------------------

           Each Bank agrees to reimburse and indemnify the Administrative Agent
(to the extent not reimbursed by the Borrower and without limiting the
Obligation of the Borrower to do so) in proportion to its Ratable Share from and
against all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements, including attorneys' fees
and disbursements (including the allocated costs of staff counsel), and costs of
appraisers and environmental consultants, of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent, in
its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Documents or any action taken or omitted by the Administrative
Agent hereunder or thereunder, provided that no Bank shall be liable for any
                               --------
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements (a) if the same results from
the Administrative Agent's gross negligence or willful misconduct, or (b) if
such Bank was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that such Bank shall
remain liable to the extent such failure to give notice does not result in a
loss to the Bank), or (c) if the same results from a compromise and settlement
agreement entered into without the consent of such Bank, which shall not be
unreasonably withheld. In addition, each Bank agrees promptly upon demand to
reimburse the Administrative Agent (to the extent not reimbursed by the Borrower
and without limiting the Obligation of the Borrower to do so) in proportion to
its Ratable Share for all amounts due and payable by the Borrower to the

                                       -99-

<PAGE>

Administrative Agent in connection with the Administrative Agent's periodic
audit of the Loan Parties' books, records and business properties.

     10.8  Reliance by Administrative Agent.
           --------------------------------

           The Administrative Agent shall be entitled to rely upon any writing,
telegram, telex or teletype message, resolution, notice, consent, certificate,
letter, cablegram, statement, order or other document or conversation by
telephone or otherwise believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon the advice and
opinions of counsel and other professional advisers selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder unless it shall first be
indemnified to its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

     10.9  Notice of Default.
           -----------------

           The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Potential Default or Event of Default unless the
Administrative Agent has received written notice from a Bank or the Borrower
referring to this Agreement, describing such Potential Default or Event of
Default and stating that such notice is a "notice of default."

     10.10 Notices.
           -------

           The Administrative Agent shall promptly send to each Bank a copy of
all notices received from the Borrower pursuant to the provisions of this
Agreement or the other Loan Documents promptly upon receipt thereof. The
Administrative Agent shall promptly notify the Borrower and the other Banks of
each change in the Base Rate and the effective date thereof.

     10.11 Banks in Their Individual Capacities; Administrative Agents in its
           ------------------------------------------------------------------
           Individual Capacity.
           -------------------

           With respect to its Revolving Credit Commitment and the Revolving
Credit Loans and its Line of Credit Commitment and the Line of Credit Loans and
Bid Loan made by it and any other rights and powers given to it as a Bank
hereunder or under any of the other Loan Documents, the Administrative Agent
shall have the same rights and powers hereunder as any other Bank and may
exercise the same as though it were not the Administrative Agent, and the term
"Bank" and "Banks" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. PNC Bank and its Affiliates and
each of the Banks and their respective Affiliates may, without liability to
account, except as prohibited herein, make loans to, issue letters of credit for
the account of, acquire equity interests in, accept deposits from, discount
drafts for, act as trustee under indentures of, and generally engage in any kind
of banking, trust, financial advisory, underwriting or other business with, the
Loan Parties and their Affiliates, in the case of the Administrative Agent, as
though it were not acting as Administrative Agent hereunder and in the case of
each Bank, as though such Bank were not a Bank hereunder, in each case without
notice to or consent of the other Banks. The Banks acknowledge that, pursuant to
such activities, the Administrative Agent or its Affiliates may

                                       -100-

<PAGE>

(i) receive information regarding the Loan Parties or any of their Subsidiaries
or Affiliates (including information that may be subject to confidentiality
obligations in favor of the Loan Parties or such Subsidiary or Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them, and (ii) accept fees and other consideration
from the Loan Parties for services in connection with this Agreement and
otherwise without having to account for the same to the Banks.

     10.12 Holders of Notes.
           ----------------

           The Administrative Agent may deem and treat any payee of any Note as
the owner thereof for all purposes hereof unless and until written notice of the
assignment or transfer thereof shall have been filed with the Administrative
Agent. Any request, authority or consent of any Person who at the time of making
such request or giving such authority or consent is the holder of any Note shall
be conclusive and binding on any subsequent holder, transferee or assignee of
such Note or of any Note or Notes issued in exchange therefor.

     10.13 Equalization of Banks.
           ---------------------

           The Banks and the holders of any participations in any Notes (other
than Bid Notes) agree among themselves that, with respect to all amounts
received by any Bank or any such holder for application on any Obligation
hereunder or under any Note (other than Bid Notes) or under any such
participation, whether received by voluntary payment, by realization upon
security, by the exercise of the right of set-off or banker's lien, by
counterclaim or by any other non-pro rata source, equitable adjustment will be
made in the manner stated in the following sentence so that, in effect, all such
excess amounts will be shared ratably among the Banks and such holders in
proportion to their interests in payments under the Notes (other than Bid
Notes), except as otherwise provided in Section 4.4.3 [Administrative Agent's
and Bank's Rights], 5.4.2 [Replacement of a Bank] or 5.5 [Additional
Compensation in Certain Circumstances]. The Banks or any such holder receiving
any such amount shall purchase for cash from each of the other Banks an interest
in such Bank's Committed Loans in such amount as shall result in a ratable
participation by the Banks and each such holder in the aggregate unpaid amount
under the Notes (other than Bid Notes), provided that if all or any portion of
                                        --------
such excess amount is thereafter recovered from the Bank or the holder making
such purchase, such purchase shall be rescindedand the purchase price restored
to the extent of such recovery, together with interest or other amounts, if any,
required by law (including court order) to be paid by the Bank or the holder
making such purchase.

     10.14 Successor Administrative Agent.
           ------------------------------

           The Administrative Agent (i) may resign as Administrative Agent or
(ii) shall resign if such resignation is requested by the Required Banks (if the
Administrative Agent is a Bank, the Administrative Agent's Loans and its
Commitment shall be considered in determining whether the Required Banks have
requested such resignation) or required by Section  5.42 [Replacement of a
Bank], in either case of (i) or (ii) by giving not less than forty-five (45)
days' prior written notice to the Borrower. If the Administrative Agent shall
resign under this Agreement, then either (a) the Required Banks shall appoint
from among the Banks a successor

                                       -101-

<PAGE>

agent for the Banks, subject to the consent of the Borrower, such consent not to
be unreasonably withheld, or (b) if a successor agent shall not be so appointed
and approved within the thirty (30) day period following the Administrative
Agent's notice to the Banks of its resignation, then the Administrative Agent
shall appoint, with the consent of the Borrower, such consent not to be
unreasonably withheld, a successor agent who shall serve as Administrative Agent
until such time as the Required Banks appoint and the Borrower consents to the
appointment of a successor agent. Upon its appointment pursuant to either clause
(a) or (b) above, 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 its appointment, 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. After the
resignation of any Administrative Agent hereunder, the provisions of this
Section 10.14 shall inure to the benefit of such former Administrative Agent and
such former Administrative Agent shall not by reason of such resignation be
deemed to be released from liability for any actions taken or not taken by it
while it was an Administrative Agent under this Agreement.

     10.15 Administrative Agent's Fee.
           --------------------------

           The Borrower shall pay to the Administrative Agent a nonrefundable
fee (the "Bid Loan Processing Fee") in connection with processing Bid Loans and
a nonrefundable fee (the "Administrative Agent's Fee") for Administrative
Agent's services hereunder under the terms of that certain letter dated May 24,
2000, as amended, restated or replaced from time to time (the "Administrative
Agent's Letter") between the Borrower and Administrative Agent.

     10.16 Availability of Funds.
           ---------------------

           The Administrative Agent may assume that each Bank has made or will
make the proceeds of a Loan available to the Administrative Agent unless the
Administrative Agent shall have been notified by such Bank on or before the
later of (1) the close of Business on the Business Day preceding the Borrowing
Date with respect to such Loan or two (2) hours before the time on which the
Administrative Agent actually funds the proceeds of such Loan to the Borrower
(whether using its own funds pursuant to this Section 10.16 or using proceeds
deposited with the Administrative Agent by the Banks and whether such funding
occurs before or after the time on which Banks are required to deposit the
proceeds of such Loan with the Administrative Agent). The Administrative Agent
may, in reliance upon such assumption (but shall not be required to), make
available to the Borrower a corresponding amount. If such corresponding amount
is not in fact made available to the Administrative Agent by such Bank, the
Administrative Agent shall be entitled to recover such amount on demand from
such Bank (or, if such Bank fails to pay such amount forthwith upon such demand
from the Borrower) together with interest thereon, in respect of each day during
the period commencing on the date such amount was made available to the Borrower
and ending on the date the Administrative Agent recovers such amount, at a rate
per annum equal to (i) the Federal Funds Effective Rate during the first three
(3) days after such interest shall begin to accrue and (ii) the applicable
interest rate in respect of such Loan after the end of such three-day period.

                                       -102-

<PAGE>

     10.17 Calculations.
           ------------

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

     10.18 Beneficiaries.
           -------------

           Except as expressly provided herein, the provisions of this Section
10.18 are solely for the benefit of the Administrative Agent and the Banks, and
the Loan Parties shall not have any rights to rely on or enforce any of the
provisions hereof. In performing its functions and duties under this Agreement,
the Administrative Agent shall act solely as agent of the Banks and does not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for any of the Loan Parties.

                                11. MISCELLANEOUS
                                    -------------

     11.1 Modifications, Amendments or Waivers.
          ------------------------------------

          With the written consent of the Required Banks, the Administrative
Agent, acting on behalf of all the Banks, and the Borrower, on behalf of the
Loan Parties, may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the
rights of the Banks or the Loan Parties hereunder or thereunder, or may grant
written waivers or consents to a departure from the due performance of the
Obligations of the Loan Parties hereunder or thereunder. Any such agreement,
waiver or consent made with such written consent shall be effective to bind all
the Banks and the Loan Parties; provided, that, without the written consent of
                                --------
all the Banks, no such agreement, waiver or consent may be made which will:

     11.1.1. Increase of Commitment; Extension of Expiration Date.
             ----------------------------------------------------

             Increase the amount of the Revolving Credit Commitment or Line of
Credit Commitment of any Bank hereunder or extend any Expiration Date;

     11.1.2. Extension of Payment; Reduction of Principal Interest or Fees;
             -------------------------------------------------------------
             Modification of Terms of Payment.
             --------------------------------

            Whether or not any Loans are outstanding, extend the time for
payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan or any mandatory Commitment reduction in
connection with such a mandatory prepayment hereunder except for mandatory
reductions of the applicable Commitments on any Expiration Date), the Commitment
Fee or any other fee payable to any Bank, or reduce the principal amount

                                       -103-

<PAGE>

of or the rate of interest borne by any Loan or reduce the Commitment Fee or any
other fee payable to any Bank, or otherwise affect the terms of payment of the
principal of or interest of any Loan, the Commitment Fee or any other fee
payable to any Bank;

     11.1.3. Release of Guarantor.
             --------------------

             Except for sales of assets permitted by Section 8.2.7 [Disposition
of Assets], release any Guarantor from its Obligations under the Guaranty
Agreement; or

     11.1.4. Miscellaneous
             -------------

             Amend Section 5.2 [Pro Rata Treatment of Banks], 10.6 [Exculpatory
Provisions, Etc.] or 10.13 [Equalization of Banks] or this Section 11.1, alter
any provision regarding the pro rata treatment of the Banks, change the
definition of Required Banks, or change any requirement providing for the Banks
or the Required Banks to authorize the taking of any action hereunder;

provided, further, that no agreement, waiver or consent which would modify the
--------
interests, rights or obligations of the Administrative Agent in its capacity as
Administrative Agent or as the issuer of Letters of Credit shall be effective
without the written consent of the Administrative Agent.

     11.2 No Implied Waivers; Cumulative Remedies; Writing Required.
          ---------------------------------------------------------

          No course of dealing and no delay or failure of the Administrative
Agent or any Bank in exercising any right, power, remedy or privilege under this
Agreement or any other Loan Document shall affect any other or future exercise
thereof or operate as a waiver thereof, nor shall any single or partial exercise
thereof or any abandonment or discontinuance of steps to enforce such a right,
power, remedy or privilege preclude any further exercise thereof or of any other
right, power, remedy or privilege. The rights and remedies of the Administrative
Agent and the Banks under this Agreement and any other Loan Documents are
cumulative and not exclusive of any rights or remedies which they would
otherwise have. Any waiver, permit, consent or approval of any kind or character
on the part of any Bank of any breach or default under this Agreement or any
such waiver of any provision or condition of this Agreement must be in writing
and shall be effective only to the extent specifically set forth in such
writing.

     11.3 Reimbursement and Indemnification of Banks by the Borrower; Taxes.
          -----------------------------------------------------------------

          The Borrower agrees unconditionally upon demand to pay or reimburse to
each Bank (other than the Administrative Agent, as to which the Borrower's
Obligations are set forth in Section 10.5 [Reimbursement of Administrative Agent
By Borrower, Etc.]) and to save such Bank harmless against (i) liability for the
payment of all reasonable out-of-pocket costs, expenses and disbursements
(including fees and expenses of counsel (including allocated costs of staff
counsel) for each Bank except with respect to (a) and (b) below), incurred by
such Bank (a) in connection with the administration and interpretation of this
Agreement, and other instruments and documents to be delivered hereunder, (b)
relating to any amendments, waivers or consents pursuant to the provisions
hereof, (c) in connection with the enforcement of this

                                       -104-

<PAGE>

Agreement or any other Loan Document, or collection of amounts due hereunder or
thereunder or the proof and allowability of any claim arising under this
Agreement or any other Loan Document, whether in bankruptcy or receivership
proceedings or otherwise, and (d) in any workout or restructuring or in
connection with the protection, preservation, exercise or enforcement of any of
the terms hereof or of any rights hereunder or under any other Loan Document or
in connection with any foreclosure, collection or bankruptcy proceedings, or
(ii) all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements (including fees and expenses
of counsel (including allocated costs of staff counsel) of any kind or nature
whatsoever incurred by or imposed upon or against such Bank, its officers or
employees, whether or not such Bank, officers or employees are a party to any
related legal proceeding which may be imposed on, incurred by or asserted
against such Bank, officers or employees, in their capacity as such, in any way
relating to or arising out of this Agreement or any other Loan Documents or any
action taken or omitted by such Bank, officers or employees hereunder or
thereunder, provided that the Borrower shall not be liable for any portion of
            --------
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements (A) if the same results from such
Bank's, officers' or employees' gross negligence or willful misconduct, or (B)
if the Borrower was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that the Borrower
shall remain liable to the extent such failure to give notice does not result in
a loss to the Borrower), or (C) if the same results from a compromise or
settlement agreement entered into without the consent of the Borrower, which
shall not be unreasonably withheld. The Banks will attempt to minimize the fees
and expenses of legal counsel for the Banks which are subject to reimbursement
by the Borrower hereunder by considering the usage of one law firm to represent
the Banks and the Administrative Agent if appropriate under the circumstances.
Any and all payments by the Borrower to or for the account of the Administrative
Agent or any Bank under any Loan Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of the Administrative
Agent and each Bank, taxes imposed on or measured by its net income, and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Bank, as the case may be, is organized or maintains
a lending office (all such non-excluded taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as "Taxes"). If the Borrower shall be required by
any Laws to deduct any Taxes from or in respect of any sum payable under any
Loan Document to the Administrative Agent or any Bank, (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section),
the Administrative Agent and such Bank receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within thirty (30) days after the date of such payment, the
Borrower shall furnish to the Administrative Agent (which shall forward the same
to such Bank) the original or a certified copy of a receipt evidencing payment
thereof. The Borrower agrees unconditionally to pay all stamp, document,
transfer, recording or filing taxes or fees and similar impositions ("Other
Taxes") now or hereafter determined by the

                                       -105-

<PAGE>

Administrative Agent or any Bank to be payable in connection with this Agreement
or any other Loan Document, and the Borrower agrees unconditionally to save the
Administrative Agent and the Banks harmless from and against any and all present
or future claims, liabilities or losses with respect to or resulting from any
omission to pay or delay in paying any such Other Taxes. If the Borrower shall
be required to deduct or pay any Taxes or Other Taxes from or in respect of any
sum payable under any Loan Document to the Administrative Agent or any Bank, the
Borrower shall also pay to the Administrative Agent (for the account of such
Bank) or to such Bank, at the time interest is paid, such additional amount that
such Bank specifies as necessary to preserve the after-tax yield (after
factoring in all taxes, including taxes imposed on or measured by net income)
such Bank would have received if such Taxes or Other Taxes had not been imposed.
The Borrower agrees to indemnify the Administrative Agent and each Bank for (i)
the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section)
paid by the Administrative Agent and such Bank (ii) amounts payable under the
immediately preceding sentence, and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Official Body. Payment under this Section Error!
Reference source not found. shall be made within thirty (30) days after the date
the Bank or the Administrative Agent makes a demand therefor.

     11.4 Holidays.
          --------

          Whenever payment of a Loan to be made or taken hereunder shall be due
on a day which is not a Business Day such payment shall be due on the next
Business Day (except as provided in Section 4.2 [Interest Periods] with respect
to Euro-Rate Loan Interest Periods under the Euro-Rate Option) and such
extension of time shall be included in computing interest and fees, except that
the Loans shall be due on the Business Day preceding the applicable Expiration
Date if such Expiration Date is not a Business Day. Whenever any payment or
action to be made or taken hereunder (other than payment of the Loans) shall be
stated to be due on a day which is not a Business Day, such payment or action
shall be made or taken on the next following Business Day, and such extension of
time shall not be included in computing interest or fees, if any, in connection
with such payment or action.

     11.5 Funding by Branch, Subsidiary or Affiliate.
          ------------------------------------------

          11.5.1. Notional Funding.
                  ----------------

Each Bank shall have the right from time to time, without notice to the
Borrower, to deem any branch, Subsidiary or Affiliate (which for the purposes of
this Section 11.5 shall mean any corporation or association which is directly or
indirectly controlled by or is under direct or indirect common control with any
corporation or association which directly or indirectly controls such Bank) of
such Bank to have made, maintained or funded any Loan to which the Euro-Rate
Option applies at any time, provided that immediately following (on the
                            --------
assumption that a payment were then due from the Borrower to such other office),
and as a result of such change, the Borrower would not be under any greater
financial obligation

                                       -106-

<PAGE>

pursuant to Section 5.5 [Additional Compensation in Certain Circumstances] than
it would have been in the absence of such change. Notional funding offices may
be selected by each Bank without regard to such Bank's actual methods of making,
maintaining or funding the Loans or any sources of funding actually used by or
available to such Bank.

        11.5.2. Actual Funding.
                --------------

                Each Bank shall have the right from time to time to make or
maintain any Loan by arranging for a branch, Subsidiary or Affiliate of such
Bank to make or maintain such Loan subject to the last sentence of this Section
11.5.2. If any Bank causes a branch, Subsidiary or Affiliate to make or maintain
any part of the Loans hereunder, all terms and conditions of this Agreement
shall, except where the context clearly requires otherwise, be applicable to
such part of the Loans to the same extent as if such Loans were made or
maintained by such Bank, but in no event shall any Bank's use of such a branch,
Subsidiary or Affiliate to make or maintain any part of the Loans hereunder
cause such Bank or such branch, Subsidiary or Affiliate to incur any cost or
expenses payable by the Borrower hereunder or require the Borrower to pay any
other compensation to any Bank (including any expenses incurred or payable
pursuant to Section 5.5 [Additional Compensation in Certain Circumstances])
which would otherwise not be incurred.

        11.6 Notices.
             -------

             Any notice, request, demand, direction or other communication (for
purposes of this Section 11.6 only, a "Notice") to be given to or made upon any
party hereto under any provision of this Agreement shall be given or made by
telephone or in writing (including by means of electronic transmission (i.e.,
"e-mail") or facsimile transmission or by setting forth such Notice on a secure
site on the World Wide Web (a "Website Posting") if Notice of such Website
Posting (including the information necessary to access such website) has been
previously delivered to the parties hereto by another means set forth in this
Section 11.6) in accordance with this Section 11.6. Any such Notice must be
delivered to the applicable parties hereto at the addresses and numbers set
forth under their respective names on Schedule 1.1 (B) hereof or in accordance
with any subsequent unrevoked Notice from any such party that is given in
accordance with this Section 11.6. Any Notice shall be effective:

               (i)   In the case of hand-delivery, when delivered;

               (ii)  If given by mail, four days after such Notice is deposited
with the United States Postal Service, with first-class postage prepaid, return
receipt requested;

               (iii) In the case of a telephonic Notice, when a party is
contacted by telephone, if delivery of such telephonic Notice is confirmed no
later than the next Business Day by facsimile, electronic transmission, Website
Posting or overnight courier (received on or before such next Business Day);

               (iv)  In the case of a facsimile transmission, when transmitted
to the applicable facsimile number;

               (v)   In the case of electronic transmission, when actually
received;

                                       -107-

<PAGE>

               (vi)  In the case of Website Posting, upon delivery of a Notice
of such posting (including the information necessary to access such web site) by
another means set forth in this Section 11.6; and

               (vii) If given by any other means (including by overnight
courier), when actually received.

Any Bank giving a Notice to a Loan Party shall concurrently send a copy thereof
to the Administrative Agent, and the Administrative Agent shall promptly notify
the other Banks of its receipt of such Notice.

     11.7  Severability.
           ------------

           The provisions of this Agreement are intended to be severable. If any
provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.

     11.8  Governing Law.
           -------------

           Each Letter of Credit and Section 2.10 [Letter of Credit Subfacility]
shall be subject to the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500, as the
same may be revised or amended from time to time, and to the extent not
inconsistent therewith, the internal laws of the State of New York without
regard to its conflict of laws principles, and the balance of this Agreement
shall be deemed to be a contract under the laws of the State of New York and for
all purposes shall be governed by and construed and enforced in accordance with
the internal laws of the State of New York without regard to its conflict of
laws principles.

     11.9  Prior Understanding.
           -------------------

           This Agreement and the other Loan Documents supersede all prior
understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein and therein,
including any prior confidentiality agreements and commitments.

     11.10 Duration; Survival.
           ------------------

           All representations and warranties of the Loan Parties contained
herein or made in connection herewith shall survive the making of Loans and
issuance of Letters of Credit and shall not be waived by the execution and
delivery of this Agreement, any investigation by the Administrative Agent or the
Banks, the making of Loans, issuance of Letters of Credit, or payment in full of
the Loans. All covenants and agreements of the Loan Parties contained in
Sections 8.1 [Affirmative Covenants], 8.2 [Negative Covenants] and  8.3
[Reporting Requirements] herein shall continue in full force and effect
from and after the date hereof so long as the Borrower may borrow or request
Letters of Credit hereunder and until termination of

                                       -108-

<PAGE>

the Commitments and payment in full of the Loans and expiration or termination
of all Letters of Credit. All covenants and agreements of the Borrower contained
herein relating to the payment of principal, interest, premiums, additional
compensation or expenses and indemnification, including those set forth in the
Notes, Section 5 [Payments] and Sections 10.5 [Reimbursement of Administrative
Agent by Borrower, Etc.], 10.7 [Reimbursement of Administrative Agent by Banks,
Etc.] and 11.3 [Reimbursement of Banks by Borrower; Etc.], shall survive payment
in full of the Loans, expiration or termination of the Letters of Credit and
termination of the Commitments.

        11.11   Successors and Assigns.
                ----------------------

                This Agreement shall be binding upon and shall inure to the
benefit of the Banks, the Administrative Agent, the Loan Parties and their
respective successors and assigns, except that none of the Loan Parties may
assign or transfer any of its rights and Obligations hereunder or any interest
herein. Each Bank may, at its own cost, make assignments of or sell
participations in all or any part of its Commitments and the Committed Loans and
any of its other rights or obligations made by it to one or more banks or other
entities, subject to the consent of the Borrower and the Administrative Agent
with respect to any assignee, such consent not to be unreasonably withheld,
provided that (1) no consent of the Borrower shall be required (A) if an Event
--------
of Default exists and is continuing, or (B) in the case of an assignment by a
Bank to an Affiliate of such Bank, and (2) any assignment by a Bank of a
Commitment to a Person other than an Affiliate of such Bank may not be made in
amounts less than the lesser of $5,000,000 or the amount of the assigning Bank's
Commitment. In the case of an assignment, upon receipt by the Administrative
Agent of the Assignment and Assumption Agreement, the assignee shall have, to
the extent of such assignment (unless otherwise provided therein), the same
rights, benefits and obligations as it would have if it had been a signatory
Bank hereunder, the Commitments shall be adjusted accordingly, and upon
surrender of any Note subject to such assignment, the Borrower shall execute and
deliver a Note to the assignee in the amounts equal to the amounts of the
Commitments assumed by it and a new Note to the assigning Bank in an amount
equal to the Commitments retained by it hereunder. Any Bank which assigns any or
all of its Commitments or Loans to a Person other than an Affiliate of such Bank
shall pay to the Administrative Agent a service fee in the amount of $3,500 for
each assignment. In the case of a participation, the participant shall only have
the rights specified in Section 9.2.3 [Set-off] (the participant's rights
against such Bank in respect of such participation to be those set forth in the
agreement executed by such Bank in favor of the participant relating thereto and
not to include any voting rights except with respect to changes of the type
referenced in Sections 11.1.1 [Increase of Commitment, Etc.], 11.1.2 [Extension
of Payment, Etc.], or 11.1.3 [Release of Guarantor]), all of such Bank's
obligations under this Agreement or any other Loan Document shall remain
unchanged, and all amounts payable by any Loan Party hereunder or thereunder
shall be determined as if such Bank had not sold such participation.

                (i) Any assignee or participant which is not incorporated under
the Laws of the United States of America or a state thereof shall deliver to the
Borrower and the Administrative Agent the form of certificate described in
Section 11.17 [Tax Withholding Clause] relating to federal income tax
withholding. Each Bank may furnish any publicly available information concerning
any Loan Party or its Subsidiaries and any other information

                                      -109-

<PAGE>

concerning any Loan Party or its Subsidiaries in the possession of such Bank
from time to time to assignees and participants (including prospective assignees
or participants), provided that such assignees and participants agree to be
                  --------
bound by the provisions of Section 11.12 [Confidentiality].

                (ii) Notwithstanding any other provision in this Agreement, any
Bank may at any time pledge or grant a security interest in all or any portion
of its rights under this Agreement, its Note and the other Loan Documents to any
Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury
Regulation 31 CFR Section 203.14 without notice to or consent of the Borrower or
the Administrative Agent. No such pledge or grant of a security interest shall
release the transferor Bank of its obligations hereunder or under any other Loan
Document.

   11.12  Confidentiality.
          ---------------

          11.12.1. General.
                   -------

                The Administrative Agent and the Banks each agree to keep
confidential all information obtained from any Loan Party or its Subsidiaries
which is nonpublic and confidential or proprietary in nature (including any
information the Borrower specifically designates as confidential), except as
provided below, and to use such information only in connection with their
respective capacities under this Agreement and for the purposes contemplated
hereby. The Administrative Agent and the Banks shall be permitted to disclose
such information (i) to outside legal counsel, accountants and other
professional advisors who need to know such information in connection with the
administration and enforcement of this Agreement, subject to agreement of such
Persons to maintain the confidentiality, (ii) to assignees and participants as
contemplated by Section 11.11, and prospective assignees and participants,
subject to agreement of such Persons to maintain the confidentiality, (iii) to
the extent requested by any bank regulatory authority or, with notice to the
Borrower, as otherwise required by applicable Law or by any subpoena or similar
legal process, or in connection with any investigation or proceeding arising out
of the transactions contemplated by this Agreement, (iv) if it becomes publicly
available other than as a result of a breach of this Agreement or becomes
available from a source not known to be subject to confidentiality restrictions,
or (v) if the Borrower shall have consented in writing to such disclosure.

          11.12.2. Sharing Information With Affiliates of the Banks.
                   ------------------------------------------------

                Each Loan Party acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrower or one or more of its Affiliates (in connection with this Agreement
or otherwise) by any Bank or by one or more Subsidiaries or Affiliates of such
Bank and each of the Loan Parties hereby authorizes each Bank to share any
information delivered to such Bank by such Loan Party and its Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Bank to
enter into this Agreement, to any such Subsidiary or Affiliate of such Bank, it
being understood that any such Subsidiary or affiliate of any Bank receiving
such information shall be bound by the provisions

                                      -110-

<PAGE>

of Section 11.12.1 as if it were a Bank hereunder. Such Authorization shall
survive the repayment of the Loans and other Obligations and the termination of
the Commitments.

     11.13 Counterparts.
           ------------

           This Agreement may be executed by different parties hereto on any
number of separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute one
and the same instrument.

     11.14 Administrative Agent's or Bank's Consent.
           ----------------------------------------

           Whenever the Administrative Agent's or any Bank's consent is required
to be obtained under this Agreement or any of the other Loan Documents as a
condition to any action, inaction, condition or event, the Administrative Agent
and each Bank shall be authorized to give or withhold such consent in its sole
and absolute discretion and to condition its consent upon the giving of
additional collateral, the payment of money or any other matter.

     11.15 Exceptions.
           ----------

           The representations, warranties and covenants contained herein shall
be independent of each other, and no exception to any representation, warranty
or covenant shall be deemed to be an exception to any other representation,
warranty or covenant contained herein unless expressly provided, nor shall any
such exceptions be deemed to permit any action or omission that would be in
contravention of applicable Law.

     11.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.
           --------------------------------------

           EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF THE SUPREME COURT OF NEW YORK COUNTY AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT
THE ADDRESSES PROVIDED FOR IN SECTION 11.6 AND SERVICE SO MADE SHALL BE DEEMED
TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS
PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE BANKS
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF
ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.

                                      -111-

<PAGE>

     11.17 Tax Withholding Clause.
           ----------------------

           Each Bank or assignee or participant of a Bank that is not
incorporated under the Laws of the United States of America or a state thereof
(and, upon the written request of the Administrative Agent, each other Bank or
assignee or participant of a Bank) agrees that it will deliver to each of the
Borrower and the Administrative Agent two (2) duly completed appropriate valid
Withholding Certificates (as defined under (S) 1.1441-1(c)(16) of the Income Tax
Regulations (the "Regulations")) certifying its status (i.e. U.S. or foreign
person) and, if appropriate, making a claim of reduced, or exemption from, U.S.
withholding tax on the basis of an income tax treaty or an exemption provided by
the Internal Revenue Code. The term "Withholding Certificate" means a Form W-9;
a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and
certifications as required under (S) 1.1441-1(e)(2) and/or (3) of the
Regulations; a statement described in (S) 1.871-14(c)(2)(v) of the Regulations;
or any other certificates under the Internal Revenue Code or Regulations that
certify or establish the status of a payee or beneficial owner as a U.S. or
foreign person. Each Bank, assignee or participant required to deliver to the
Borrower and the Administrative Agent a Withholding Certificate pursuant to the
preceding sentence shall deliver such valid Withholding Certificate as follows:
(A) each Bank which is a party hereto on the Closing Date shall deliver such
valid Withholding Certificate at least five (5) Business Days prior to the first
date on which any interest or fees are payable by the Borrower hereunder for the
account of such Bank; (B) each assignee or participant shall deliver such valid
Withholding Certificate at least five (5) Business Days before the effective
date of such assignment or participation (unless the Administrative Agent in its
sole discretion shall permit such assignee or participant to deliver such valid
Withholding Certificate less than five (5) Business Days before such date in
which case it shall be due on the date specified by the Administrative Agent).
Each Bank, assignee or participant which so delivers a valid Withholding
Certificate further undertakes to deliver to each of the Borrower and the
Administrative Agent two (2) additional copies of such Withholding Certificate
(or a successor form) on or before the date that such Withholding Certificate
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent Withholding Certificate so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent. Notwithstanding the
submission of a Withholding Certificate claiming a reduced rate of or exemption
from U.S. withholding tax, the Administrative Agent shall be entitled to
withhold United States federal income taxes at the full 30% withholding rate if
in its reasonable judgment it is required to do so under the due diligence
requirements imposed upon a withholding agent under (S) 1.1441-7(b) of the
Regulations. Further, the Agent is indemnified under (S) 1.1461-1(e) of the
Regulations against any claims and demands of any Bank or assignee or
participant of a Bank for the amount of any tax it deducts and withholds in
accordance with regulations under (S) 1441 of the Internal Revenue Code.

     11.18 Joinder of Guarantors.
           ---------------------

           Any Subsidiary of the Borrower which is required to join this
Agreement as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships
and Joint Ventures] shall execute and deliver to the Administrative Agent (i) a
Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1)
                                                               -----------------
pursuant to which it shall join as a Guarantor each of the documents

                                      -112-

<PAGE>

to which the Guarantors are parties; and (ii) documents in the forms described
in Section 7.1 [First Loans] modified as appropriate to relate to such
Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related
documents to the Administrative Agent at such times as required under Section
8.2.6 if the Subsidiary is acquired in a Permitted Acquisition and within five
(5) Business Days after the date of the filing of such Subsidiary's articles of
incorporation if the Subsidiary is a corporation, the date of the filing of its
certificate of limited partnership if it is a limited partnership or the date of
its organization if it is an entity other than a limited partnership or
corporation if such Subsidiary is formed by the Loan Parties and is not acquired
in a Permitted Acquisition.

     11.19 Syndication Agent and Documentation Agent.
           -----------------------------------------

           The Syndication Agent and Documentation Agent each shall have no
powers, duties or responsibilities in such capacities under this Agreement.

     11.20 Amendment and Restatement.
           -------------------------

           This Agreement amends and restates the Prior Credit Agreement. All
references in the Loan Documents to the "Credit Agreement" shall be deemed to be
to this Agreement on and after the date hereof.

                                      -113-

<PAGE>

                  [SIGNATURE PAGE 1 OF 16 TO CREDIT AGREEMENT]

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

                                   BORROWER:

                                   KPMG CONSULTING, INC.

                                   By:____________________________________(SEAL)
                                      Name:
                                      Title:


                                   GUARANTORS:

                                   KPMG CONSULTING, LLC

                                   By:____________________________________(SEAL)
                                      Name:
                                      Title:


                                   KPMG CONSULTING ISRAEL, LLC

                                   By:____________________________________(SEAL)
                                      Name:
                                      Title:


                                   SOFTLINE ACQUISITION CORP.

                                   By:____________________________________(SEAL)
                                      Name:
                                      Title:

                                      -114-

<PAGE>

                  [SIGNATURE PAGE 2 OF 16 TO CREDIT AGREEMENT]

                                      SOFTLINE CONSULTING & INTEGRATORS, INC.

                                      By:_________________________________(SEAL)
                                         Name:
                                         Title:


                                      I2 MIDATLANTIC LLC

                                      By:_________________________________(SEAL)
                                         Name:
                                         Title:


                                      I2 NORTHWEST LLC

                                      By:__________________________________SEAL)
                                         Name:
                                         Title:


                                      OAD ACQUISITION CORP.

                                      By:__________________________________SEAL)
                                         Name:
                                         Title:

                                      -115-

<PAGE>

                  [SIGNATURE PAGE 3 OF 16 TO CREDIT AGREEMENT]

                                     OAD GROUP, INC.

                                     By:__________________________________(SEAL)
                                        Name:
                                        Title:


                                     METRIUS, INC.

                                     By:__________________________________(SEAL)
                                        Name:
                                        Title:


                                     PEATMARWICK, INC.

                                     By:__________________________________(SEAL)
                                        Name:
                                        Title:


                                     KPMG ENTERPRISE HOLDINGS LLC

                                     By:__________________________________(SEAL)
                                        Name:
                                        Title:

                                      -116-

<PAGE>

                  [SIGNATURE PAGE 4 OF 16 TO CREDIT AGREEMENT]

                                      KPMG SOUTH PACIFIC, LLC

                                      By:_________________________________(SEAL)
                                         Name:
                                         Title:


                                      KPMG CONSULTING AMERICAS, INC.

                                      By:_________________________________(SEAL)
                                         Name:
                                         Title:


                                      BARENTS GROUP, L.L.C.

                                      By:_________________________________(SEAL)
                                         Name:
                                         Title:


                                      PELOTON HOLDINGS, L.L.C.

                                      By:_________________________________(SEAL)
                                         Name:
                                         Title:

                                      -117-

<PAGE>

                  [SIGNATURE PAGE 5 OF 16 TO CREDIT AGREEMENT]

                                     BARENTS EUROPEAN HOLDINGS, L.L.C.

                                     By:__________________________________(SEAL)
                                        Name:
                                        Title:


                                     K CONSULTING SOUTHEAST ASIA, L.L.C.

                                     By:__________________________________(SEAL)
                                        Name:
                                        Title:


                                     BARENTS GROUP RUSSIA, L.L.C.

                                     By:__________________________________(SEAL)
                                        Name:
                                        Title:

                                      -118-

<PAGE>

                  [SIGNATURE PAGE 6 OF 16 TO CREDIT AGREEMENT]


                                    PNC BANK, NATIONAL ASSOCIATION,
                                    individually and as Administrative Agent

                                    By:_________________________________________

                                    Title:______________________________________







<PAGE>

                  [SIGNATURE PAGE 7 OF 16 TO CREDIT AGREEMENT]

                                    THE CHASE MANHATTAN BANK

                                    By:_________________________________________

                                    Title:______________________________________















<PAGE>

                  [SIGNATURE PAGE 8 OF 16 TO CREDIT AGREEMENT]

                                         BARCLAYS BANK PLC



                                         By_____________________________________
                                         Title:_________________________________











<PAGE>

                  [SIGNATURE PAGE 9 OF 16 TO CREDIT AGREEMENT]


                                       SOCIETE GENERALE


                                       By:______________________________________
                                       Title:___________________________________













<PAGE>

                  [SIGNATURE PAGE 10 OF 16 TO CREDIT AGREEMENT]


                                       SUNTRUST BANK

                                       By:______________________________________
                                       Title:___________________________________













<PAGE>

                  [SIGNATURE PAGE 11 OF 16 TO CREDIT AGREEMENT]


                                          BANK OF AMERICA, N.A.



                                          By:___________________________________

                                          Title:________________________________









<PAGE>

                  [SIGNATURE PAGE 12 OF 16 TO CREDIT AGREEMENT]


                                      THE NORTHERN TRUST COMPANY


                                      By:_______________________________________

                                      Title:____________________________________













<PAGE>

                  [SIGNATURE PAGE 13 OF 16 TO CREDIT AGREEMENT]


                                      WESTPAC BANKING CORPORATION


                                      By:_______________________________________

                                      Title:____________________________________












<PAGE>

                  [SIGNATURE PAGE 14 OF 16 TO CREDIT AGREEMENT]


                                     THE BANK OF NEW YORK



                                     By:________________________________________

                                     Title:_____________________________________










<PAGE>

                  [SIGNATURE PAGE 15 OF 16 TO CREDIT AGREEMENT]



                                       CITIBANK, N.A.



                                       By:______________________________________

                                       Title:___________________________________












<PAGE>

                  [SIGNATURE PAGE 16 OF 16 TO CREDIT AGREEMENT]


                                      MELLON BANK, N.A.



                                      By:_______________________________________

                                      Title:____________________________________