exv10w8






Exhibit 10.8




 





Credit Agreement




Dated as of

July 31, 2009



between



Diamond Management & Technology Consultants, Inc.



and



Harris N.A.



 








 









 








Table of Contents




	 	 	 	 	 	 	 
	Section	 	Description	 	Page	 
	Section 1. The Credits	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.1.
	 	Revolving Credit	 	 	1	 
	Section 1.2.
	 	Revolving Credit Loans	 	 	1	 
	Section 1.3.
	 	Letters of Credit	 	 	2	 
	Section 1.4.
	 	Manner and Disbursement of Loans	 	 	2	 
	 
	 	 	 	 	 	 
	Section 2. Interest and Change In Circumstances	 	 	3	 
	 
	 	 	 	 	 	 
	Section 2.1.
	 	Interest Rate Options	 	 	3	 
	Section 2.2.
	 	Minimum Amounts	 	 	4	 
	Section 2.3.
	 	Computation of Interest	 	 	4	 
	Section 2.4.
	 	Manner of Rate Selection	 	 	4	 
	Section 2.5.
	 	Change of Law	 	 	4	 
	Section 2.6. 
	 	Unavailability of Deposits or Inability to Ascertain, or Inadequacy
of, Adjusted LIBOR	 	 	5	 
	Section 2.7.
	 	Taxes and Increased Costs	 	 	5	 
	Section 2.8.
	 	Change in Capital Adequacy Requirements	 	 	6	 
	Section 2.9.
	 	Funding Indemnity	 	 	7	 
	Section 2.10.
	 	Lending Branch	 	 	7	 
	Section 2.11.
	 	Discretion of Bank as to Manner of Funding	 	 	7	 
	 
	 	 	 	 	 	 
	Section 3. Fees, Prepayments, Terminations, and Applications	 	 	 7	 
	 
	 	 	 	 	 	 
	Section 3.1.
	 	Fees	 	 	7	 
	Section 3.2.
	 	Voluntary Prepayments	 	 	8	 
	Section 3.3.
	 	Reserved	 	 	8	 
	Section 3.4.
	 	Terminations	 	 	8	 
	Section 3.5.
	 	Place and Application of Payments	 	 	8	 
	Section 3.6.
	 	Notations	 	 	9	 
	 
	 	 	 	 	 	 
	Section 4. Collateral and Guaranties	 	 	 9	 
	 
	 	 	 	 	 	 
	Section 4.1.
	 	Collateral	 	 	9	 
	Section 4.2.
	 	Guaranties	 	 	9	 
	Section 4.3.
	 	Further Assurances	 	 	10	 
	 
	 	 	 	 	 	 
	Section 5. Definitions; Interpretation	 	 	10	 
	 
	 	 	 	 	 	 
	Section 5.1.
	 	Definitions	 	 	10	 
	Section 5.2.
	 	Interpretation	 	 	17	 
	 
	 	 	 	 	 	 
	Section 6. Representations and Warranties	 	 	17	 
	 
	 	 	 	 	 	 
	Section 6.1.
	 	Organization and Qualification	 	 	18	 






 









 






	 	 	 	 	 	 	 
	Section	 	Description	 	Page	 
	Section 6.2.
	 	Subsidiaries	 	 	18	 
	Section 6.3.
	 	Authority and Validity of Obligations	 	 	18	 
	Section 6.4.
	 	Use of Proceeds; Margin Stock	 	 	19	 
	Section 6.5.
	 	Financial Reports	 	 	19	 
	Section 6.6.
	 	No Material Adverse Change	 	 	19	 
	Section 6.7.
	 	Full Disclosure	 	 	19	 
	Section 6.8.
	 	Trademarks, Franchises and Licenses	 	 	19	 
	Section 6.9.
	 	Governmental Authority and Licensing	 	 	20	 
	Section 6.10.
	 	Good Title	 	 	20	 
	Section 6.11.
	 	Litigation and Other Controversies	 	 	20	 
	Section 6.12.
	 	Taxes	 	 	20	 
	Section 6.13.
	 	Approvals	 	 	20	 
	Section 6.14.
	 	Affiliate Transactions	 	 	20	 
	Section 6.15.
	 	Investment Company	 	 	21	 
	Section 6.16.
	 	ERISA	 	 	21	 
	Section 6.17.
	 	Compliance with Laws	 	 	21	 
	Section 6.18.
	 	Other Agreements	 	 	21	 
	Section 6.19.
	 	Solvency.	 	 	21	 
	Section 6.20.
	 	Compliance with OFAC Sanctions Programs	 	 	21	 
	Section 6.21.
	 	No Default	 	 	22	 
	 
	 	 	 	 	 	 
	Section 7. Conditions Precedent	 	 	22	 
	 
	 	 	 	 	 	 
	Section 7.1.
	 	All Advances	 	 	22	 
	Section 7.2.
	 	Initial Advance	 	 	22	 
	 
	 	 	 	 	 	 
	Section 8. Covenants	 	 	24	 
	Section 8.1.
	 	Maintenance of Business	 	 	24	 
	Section 8.2.
	 	Maintenance of Properties	 	 	24	 
	Section 8.3.
	 	Taxes and Assessments	 	 	24	 
	Section 8.4.
	 	Insurance	 	 	24	 
	Section 8.5.
	 	Financial Reports	 	 	25	 
	Section 8.6.
	 	Inspection	 	 	26	 
	Section 8.7.
	 	Borrowings and Guaranties	 	 	26	 
	Section 8.8.
	 	Liens	 	 	27	 
	Section 8.9.
	 	Investments, Acquisitions, Loans and Advances	 	 	28	 
	Section 8.10.
	 	Mergers, Consolidations and Sales	 	 	29	 
	Section 8.11.
	 	Maintenance of Subsidiaries	 	 	30	 
	Section 8.12.
	 	Dividends and Certain Other Restricted Payments	 	 	30	 
	Section 8.13.
	 	ERISA	 	 	30	 
	Section 8.14.
	 	Compliance with Laws	 	 	31	 
	Section 8.15.
	 	Burdensome Contracts With Affiliates	 	 	31	 
	Section 8.16.
	 	No Changes in Fiscal Year	 	 	31	 
	Section 8.17.
	 	Change in the Nature of Business	 	 	31	 
	Section 8.18.
	 	Use of Proceeds	 	 	31	 
	Section 8.19.
	 	Compliance with OFAC Sanctions Programs	 	 	31	 






-ii-









 






	 	 	 	 	 	 	 
	Section	 	Description	 	Page	 
	Section 8.20.
	 	Deposit Accounts	 	 	32	 
	Section 8.21.
	 	Minimum Net Worth	 	 	32	 
	Section 8.22.
	 	Interest Coverage Ratio	 	 	32	 
	Section 8.23.
	 	Post-Closing Covenant	 	 	32	 
	 
	 	 	 	 	 	 
	Section 9. Events of Default and Remedies	 	 	32	 
	 
	 	 	 	 	 	 
	Section 9.1.
	 	Events of Default	 	 	32	 
	Section 9.2.
	 	Non-Bankruptcy Defaults	 	 	34	 
	Section 9.3.
	 	Bankruptcy Defaults	 	 	34	 
	Section 9.4.
	 	Collateral for Undrawn Letters of Credit	 	 	35	 
	 
	 	 	 	 	 	 
	Section 10. Miscellaneous	 	 	35	 
	 
	 	 	 	 	 	 
	Section 10.1.
	 	Non-Business Days	 	 	35	 
	Section 10.2.
	 	No Waiver, Cumulative Remedies	 	 	35	 
	Section 10.3.
	 	Amendments, Etc	 	 	35	 
	Section 10.4.
	 	Costs and Expenses; Indemnification	 	 	35	 
	Section 10.5.
	 	Documentary Taxes	 	 	36	 
	Section 10.6.
	 	Survival of Representations	 	 	36	 
	Section 10.7.
	 	Survival of Indemnities	 	 	36	 
	Section 10.8.
	 	Notices	 	 	36	 
	Section 10.9.
	 	Construction	 	 	37	 
	Section 10.10.
	 	Headings	 	 	37	 
	Section 10.11.
	 	Severability of Provisions	 	 	37	 
	Section 10.12.
	 	Counterparts	 	 	37	 
	Section 10.13.
	 	Binding Nature, Governing Law, Etc	 	 	38	 
	Section 10.14.
	 	Submission to Jurisdiction; Waiver of Jury Trial	 	 	38	 
	Section 10.15.
	 	USA Patriot Act	 	 	38	 
	 
	 	 	 	 	 	 
	Signature
	 	 	 	 	S-1	 






	 	 	 	 	 

	Exhibit A

	 	—
	 	Revolving Note
	Exhibit B

	 	—
	 	Compliance Certificate
	Schedule 5.1

	 	—
	 	Excluded Accounts
	Schedule 6.2

	 	—
	 	Subsidiaries







-iii-












 





Credit Agreement




     This Credit Agreement is entered into as of July 31, 2009 by and between Diamond Management &
Technology Consultants, Inc., a Delaware corporation (the “Borrower”) and Harris N.A., a
national banking association (the “Bank”). All capitalized terms used herein without definition
shall have the same meanings herein as such terms are defined in Section 5.1 hereof.



Preliminary Statement




     The Borrower has requested, and the Bank has agreed to extend, certain credit facilities on
the terms and conditions of this Agreement.



     Now, Therefore, in consideration of the mutual agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:



Section 1. The Credits.




     Section 1.1. Revolving Credit. Subject to the terms and conditions hereof, the Bank agrees to
extend a revolving credit (the “Revolving Credit”) to the Borrower which may be availed of by the
Borrower from time to time during the period from and including the date hereof to but not
including the Termination Date, at which time the commitment of the Bank to extend credit under the
Revolving Credit shall expire. The Revolving Credit may be utilized by the Borrower in the form of
Loans and Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate
principal amount of Loans and Letters of Credit outstanding at any one time shall not
exceed $12,500,000 (the “Commitment”, as such amount may be reduced pursuant to the terms hereof).
During the period from and including the date hereof to but not including the Termination Date, the
Borrower may use the Commitment by borrowing, repaying, and reborrowing Loans in whole or in part
and/or by having the Bank issue Letters of Credit, having such Letters of Credit expire or
otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Bank for each
such drawing, and having the Bank issue new Letters of Credit, all in accordance with the terms and
conditions of this Agreement.



     Section 1.2. Revolving Credit Loans. Subject to the terms and conditions hereof, the
Revolving Credit may be availed of by the Borrower in the form of loans (individually a “Loan” and
collectively the “Loans”). Each Loan shall be in a minimum amount of $100,000; provided, however,
that any LIBOR Portion of the Loans shall be in such greater amount as is required by Section 2
hereof. The Loans shall be made against and evidenced by a single promissory note of the Borrower
in the form (with appropriate insertions) attached hereto as Exhibit A (the “Note”). The Note
shall be dated the date of issuance thereof and be expressed to bear interest as set forth in
Section 2 hereof. The Note, and all Loans evidenced thereby, shall mature and become due and
payable in full on the Termination Date. Without regard to the principal amount of the Note stated
on its face, the
actual principal amount at any time outstanding and owing by the



 









 




Borrower on account of the Note
shall be the sum of all Loans made hereunder less all payments of principal actually received by
the Bank.




     Section 1.3. Letters of Credit.



     (a) General Terms. Subject to the terms and conditions hereof, the Revolving Credit may be
availed of by the Borrower in the form of standby letters of credit issued by the Bank for the
account of the Borrower (individually a “Letter of Credit” and collectively the “Letters of
Credit”), provided that the aggregate amount of Letters of Credit issued and outstanding hereunder
shall not at any one time exceed $2,500,000. For purposes of this Agreement, a Letter of Credit
shall be deemed outstanding as of any time in an amount equal to the maximum amount which could be
drawn thereunder under any circumstances and over any period of time plus any unreimbursed drawings
then outstanding with respect thereto. If and to the extent any Letter of Credit expires or
otherwise terminates without having been drawn upon, the availability under the Commitment shall to
such extent be reinstated.



     (b) Term. Each Letter of Credit issued hereunder shall expire not later than the earlier of
(i) 12 months from the date of issuance (or be cancelable not later than 12 months from the date of
issuance and each renewal) or (ii) the Termination Date.



     (c) General Characteristics. Each Letter of Credit issued hereunder shall be payable in U.S.
Dollars, conform to the general requirements of the Bank for the issuance of a standby letter of
credit as to form and substance, and be a letter of credit which the Bank may lawfully issue.



     (d) Applications. At the time the Borrower requests a Letter of Credit to be issued (or prior
to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower
shall execute and deliver to the Bank an application for such Letter of Credit in the form then
customarily prescribed by the Bank (individually an “Application” and collectively the
“Applications”). Subject to the other provisions of this subsection, the obligation of the
Borrower to reimburse the Bank for drawings under a Letter of Credit shall be governed by the
Application for such Letter of Credit. Anything contained in the Applications to the contrary
notwithstanding, (i) in the event the Bank is not reimbursed by the Borrower for the amount the
Bank pays on any drawing made under a Letter of Credit issued hereunder by 11:00 a.m. (Chicago
time) on the date when such drawing is paid, the obligation of the Borrower to reimburse the Bank
for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay on
demand) from and after the date the drawing is paid by the Bank until repayment in full thereof at
the fluctuating rate per annum determined by adding 2.0% to the sum of Base Rate as from time to
time in effect plus the Applicable Margin (computed on the basis of a year of 360 days for the
actual number of days elapsed), (ii) the Borrower shall pay fees in connection with each Letter of
Credit as set forth in Section 3 hereof, (iii) prior to the occurrence of a Default or an Event of
Default, the Bank will not call for the funding of a Letter of Credit by the Borrower prior to
being presented with a drawing thereunder.



     Section 1.4. Manner and Disbursement of Loans. The Borrower shall give written or telephonic
notice to the Bank
(which notice shall be irrevocable once given and, if given by telephone, shall be promptly
confirmed in writing) by no later than 11:00 a.m. (Chicago time) on



-2-









 




the date the Borrower requests
the Bank to make a Loan hereunder. Each such notice shall specify the date of the Loan requested
(which must be a Business Day) and the amount of such Loan. Each Loan shall initially constitute
part of the Base Rate Portion except to the extent the Borrower has otherwise timely elected that
such Loan, or any part thereof, constitute part of a LIBOR Portion as provided in Section 2 hereof.
The Borrower agrees that the Bank may rely upon any written or telephonic notice given by any
person the Bank in good faith believes is an Authorized Representative without the necessity of
independent investigation and, in the event any telephonic notice conflicts with the written
confirmation, such telephonic notice shall govern if the Bank has acted in reliance thereon.
Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to
the Borrower at the principal office of the Bank in Chicago, Illinois, in immediately available
funds, in the case of the initial Loans made hereunder, in accordance with the terms of the written
disbursement instructions of the Borrower and, in the case of each subsequent Loan, by deposit to
the Borrower’s primary operating account maintained with the Bank or as otherwise agreed upon by
the Borrower and the Bank.




Section 2. Interest and Change In Circumstances.




     Section 2.1. Interest Rate Options. (a) Generally. The outstanding principal balance of the
Loans (all of the indebtedness evidenced by the Note bearing interest at the same rate for the same
period of time being hereinafter referred to as a “Portion”) shall bear interest with reference to
the Base Rate (the “Base Rate Portion”) or, at the option of the Borrower and subject to the terms
and conditions hereof, with reference to an Adjusted LIBOR (“LIBOR Portions”). All of the
indebtedness evidenced by the Note which bears interest with reference to a particular Adjusted
LIBOR for a particular Interest Period shall constitute a single LIBOR Portion and all of the
indebtedness evidenced by the Note which is not part of a LIBOR Portion shall constitute a single
Base Rate Portion. There shall not be more than five (5) LIBOR Portions applicable to the Note
outstanding at any one time. Anything contained herein to the contrary notwithstanding, the
obligation of the Bank to create, continue or effect by conversion any LIBOR Portion shall be
conditioned upon the fact that at the time no Default or Event of Default shall have occurred and
be continuing. The Borrower hereby promises to pay interest on each Portion of the Note at the
rates and times specified in this Section 2.



     (b) Base Rate Portion. The Base Rate Portion shall bear interest at the rate per annum equal
to the Base Rate as in effect from time to time plus the Applicable Margin, provided that if the
Base Rate Portion or any part thereof is not paid when due (whether by lapse of time, acceleration,
or otherwise), or at the election of the Bank during the existence of any other Event of Default,
such Portion shall bear interest, whether before or after judgment until payment in full thereof,
at the rate per annum determined by adding 2.0% to the interest rate which would otherwise be
applicable thereto from time to time. Interest on the Base Rate Portion shall be payable monthly
in arrears on the last day of each month in each year (commencing on the first such date occurring
after the date hereof) and at maturity of the Note, and interest after maturity (whether by lapse
of time, acceleration, or otherwise) shall be due and payable upon demand.
Any change in the interest rate on the Base Rate Portion resulting from a change in the Base Rate
shall be effective on the date of the relevant change in the Base Rate.



-3-









 





     (c) LIBOR Portions. Each LIBOR Portion shall bear interest for each Interest Period selected
therefor at a rate per annum equal to the Adjusted LIBOR for such Interest Period plus the
Applicable Margin, provided that if any LIBOR Portion is not paid when due (whether by lapse of
time, acceleration, or otherwise), or at the election of the Bank during the existence of any other
Event of Default, such Portion shall bear interest, whether before or after judgment until payment
in full thereof, through the end of the Interest Period then applicable thereto at the rate per
annum determined by adding 2.0% to the interest rate which would otherwise be applicable thereto,
and effective at the end of such Interest Period such LIBOR Portion shall automatically be
converted into and added to the Base Rate Portion and shall thereafter bear interest at the
interest rate applicable to the Base Rate Portion after default. Interest on each LIBOR Portion
shall be due and payable on the last day of each Interest Period applicable thereto and, with
respect to any Interest Period applicable to a LIBOR Portion in excess of 3 months, on the date
occurring every 3 months after the date such Interest Period began and at the end of such Interest
Period, and interest after maturity (whether by lapse of time, acceleration, or otherwise) shall be
due and payable upon demand. The Borrower shall notify the Bank on or before 11:00 a.m. (Chicago
time) on the third Business Day preceding the end of an Interest Period applicable to a LIBOR
Portion whether such LIBOR Portion is to continue as a LIBOR Portion, in which event the Borrower
shall notify the Bank of the new Interest Period selected therefor; and in the event the Borrower
shall fail to so notify the Bank, such LIBOR Portion shall automatically be converted into and
added to the Base Rate Portion as of and on the last day of such Interest Period.



     Section 2.2. Minimum Amounts. Each LIBOR Portion shall be in an amount equal to $500,000 or
such greater amount which is an integral multiple of $100,000.



     Section 2.3. Computation of Interest. All interest on the Note shall be computed on the basis
of a year of 360 days for the actual number of days elapsed.



     Section 2.4. Manner of Rate Selection. The Borrower shall notify the Bank by 11:00 a.m.
(Chicago time) at least 3 Business Days prior to the date upon which the Borrower requests that any
LIBOR Portion be created or that any part of the Base Rate Portion be converted into a LIBOR
Portion (each such notice to specify in each instance the amount thereof and the Interest Period
selected therefor). If any request is made to convert a LIBOR Portion into another type of Portion
available hereunder, such conversion shall only be made so as to become effective as of the last
day of the Interest Period applicable thereto. All requests for the creation, continuance, and
conversion of Portions under this Agreement shall be irrevocable. Such requests may be written or
oral and the Bank is hereby authorized to honor telephonic requests for creations, continuances,
and conversions received by it from any person the Bank in good faith believes to be an Authorized
Representative without the necessity of independent investigation, the Borrower hereby indemnifying
the Bank from any liability or loss ensuing from so acting.



     Section 2.5. Change of Law. Notwithstanding any other provisions of this Agreement or the
Note, if at any time the Bank shall determine that any change in applicable laws, treaties, or
regulations, or in the interpretation thereof, makes it unlawful for the Bank to create or continue
to maintain any LIBOR Portion, it shall promptly so notify the Borrower and the obligation of the
Bank to create, continue, or maintain any such LIBOR Portion under this Agreement shall be



-4-









 







suspended until it is no longer unlawful for the Bank to create, continue, or maintain such LIBOR
Portion. If the continued maintenance of any such LIBOR Portion is unlawful, the Borrower shall
prepay on demand to the Bank the outstanding principal amount of the affected LIBOR Portion
together with all interest accrued thereon and all other amounts payable to the Bank with respect
thereto under this Agreement; provided, however, the Borrower may elect to convert the principal
amount of the affected Portion into another type of Portion available hereunder, subject to the
terms and conditions of this Agreement (including, without limitation, Section 2.9 hereof).



     Section 2.6. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Adjusted
LIBOR. Notwithstanding any other provision of this Agreement or the Note, if the Bank shall
determine prior to the commencement of any Interest Period that deposits in the amount of any LIBOR
Portion scheduled to be outstanding during such Interest Period are not readily available to the
Bank in the relevant market or, by reason of circumstances affecting the relevant market, adequate
and reasonable means do not exist for ascertaining Adjusted LIBOR or that LIBOR as determined
hereby will not adequately and fairly reflect the cost to the Bank of funding any LIBOR Portion for
such Interest Period or that the making or funding of LIBOR Portions has become impracticable, then
the Bank shall promptly give notice thereof to the Borrower and the obligations of the Bank to
create, continue, or effect by conversion any such LIBOR Portion in such amount and for such
Interest Period shall be suspended until deposits in such amount and for the Interest Period
selected by the Borrower shall again be readily available in the relevant market and adequate and
reasonable means exist for ascertaining Adjusted LIBOR.



     Section 2.7. Taxes and Increased Costs. With respect to any LIBOR Portion, if the Bank shall
determine that any change in any applicable law, treaty, regulation, or guideline (including,
without limitation, Regulation D of the Board of Governors of the Federal Reserve System), or any
new law, treaty, regulation, or guideline, or any interpretation of any of the foregoing, by any
governmental authority charged with the administration thereof or any central bank or other fiscal,
monetary, or other authority having jurisdiction over the Bank or its lending branch or the LIBOR
Portions contemplated by this Agreement (whether or not having the force of law), shall:




     (i) impose, increase, or deem applicable any reserve, special deposit, or similar
requirement against assets held by, or deposits in or for the account of, or loans by, or
any other acquisition of funds or disbursements by, the Bank which is not in any instance
already accounted for in computing the interest rate applicable to such LIBOR Portion;




     (ii) subject the Bank, any LIBOR Portion or the Note to the extent it evidences a LIBOR
Portion to any tax (including, without limitation, any United States interest equalization
tax or similar tax however named applicable to the acquisition or holding of debt
obligations and any interest or penalties with respect thereto), duty, charge, stamp tax,
fee, deduction, or withholding in respect of this Agreement, any LIBOR Portion or the Note
to the extent it evidences a LIBOR Portion, except such taxes as may be measured by the
overall net income or gross receipts of the Bank or its lending



-5-









 







branches and imposed by the
jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank’s
principal executive office or its lending branch is located;




     (iii) change the basis of taxation of payments of principal and interest due from the
Borrower to the Bank hereunder or under the Note to the extent it evidences any LIBOR
Portion (other than by a change in taxation of the overall net income or gross receipts of
the Bank); or




     (iv) impose on the Bank any penalty with respect to the foregoing or any other
condition regarding this Agreement, any LIBOR Portion, or its disbursement, or the Note to
the extent it evidences any LIBOR Portion;


and the Bank shall determine that the result of any of the foregoing is to increase the cost
(whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR
Portion hereunder or to reduce the amount of principal or interest received or receivable by the
Bank (without benefit of, or credit for, any prorations, exemption, credits, or other offsets
available under any such laws, treaties, regulations, guidelines, or interpretations thereof), then
the Borrower shall pay on demand to the Bank from time to time as specified by the Bank such
additional amounts as the Bank shall reasonably determine are sufficient to compensate and
indemnify it for such increased cost or reduced amount. If the Bank makes such a claim for
compensation, it shall provide to the Borrower a certificate setting forth the computation of the
increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and
such certificate shall be conclusive if reasonably determined.




     Section 2.8. Change in Capital Adequacy Requirements. If the Bank shall determine that the
adoption after the date hereof of any applicable law, rule, or regulation regarding capital
adequacy, or any change in any existing law, rule, or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central bank, or comparable
agency charged with the interpretation or administration thereof, or compliance by the Bank (or any
of its branches) with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank, or comparable agency, has or would have the
effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations
hereunder or for the credit which is the subject matter hereof to a level below that which the Bank
could have achieved but for such adoption, change, or compliance (taking into consideration the
Bank’s policies with respect to liquidity and capital adequacy) by an amount deemed by the Bank to
be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall
pay to the Bank such additional amount or amounts reasonably determined by the Bank as will
compensate the Bank for such reduction.



-6-









 





     Section 2.9. Funding Indemnity. In the event the Bank shall incur any loss, cost, or expense
(including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired by the Bank to fund
or maintain any LIBOR Portion or the relending or reinvesting of such deposits or other funds or
amounts paid or prepaid to the Bank) as a result of:




     (i) any payment of a LIBOR Portion on a date other than the last day of the then
applicable Interest Period for any reason, whether before or after default, and whether or
not such payment is required by any provision of this Agreement; or




     (ii) any failure by the Borrower to create, borrow, continue, or effect by conversion a
LIBOR Portion on the date specified in a notice given pursuant to this Agreement;


then upon the demand of the Bank, the Borrower shall pay to the Bank such amount as will reimburse
the Bank for such loss, cost, or expense. If the Bank requests such a reimbursement, it shall
provide to the Borrower a certificate setting forth the computation of the loss, cost, or expense
giving rise to the request for reimbursement in reasonable detail and such certificate shall be
conclusive if reasonably determined.




     Section 2.10. Lending Branch. The Bank may, at its option, elect to make, fund or maintain
Portions of the Loans hereunder at such of its branches or offices as the Bank may from time to
time elect. To the extent reasonably possible, the Bank shall designate an alternate branch or
funding office with respect to the LIBOR Portions to reduce any liability of the Borrower to the
Bank under Section 2.7 hereof or to avoid the unavailability of an interest rate option under
Section 2.6 hereof, so long as such designation is not otherwise disadvantageous to the Bank.



     Section 2.11. Discretion of Bank as to Manner of Funding. Notwithstanding any provision of
this Agreement to the contrary, the Bank shall be entitled to fund and maintain its funding of all
or any part of the Note in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder (including, without limitation,
determinations under Sections 2.6, 2.7, and 2.9 hereof) shall be made as if the Bank had actually
funded and maintained each LIBOR Portion during each Interest Period applicable thereto through the
purchase of deposits in the relevant market in the amount of such LIBOR Portion, having a maturity
corresponding to such Interest Period, and bearing an interest rate equal to the LIBOR for such
Interest Period.



Section 3. Fees, Prepayments, Terminations, and Applications.




     Section 3.1. Fees.



          (a) Commitment Fee. For the period from and including the date hereof to but not including
the Termination Date, the Borrower shall pay to the Bank a commitment fee at the rate of 0.25% per
annum (computed on the basis of a year of 360 days for the actual number of days elapsed) on the
average daily unused portion of the Commitment. Such commitment fee shall be



-7-









 








payable quarterly in
arrears on the last day of each March, June, September and December in each year (commencing on the
first such date occurring after the date hereof) and on the Termination Date.



          (b) Letter of Credit Fees. On the last day of each March, June, September and December of
each year (commencing on the first such date occurring after the date hereof) to and including, and
on, the Termination Date, the Borrower shall pay to the Bank a letter of credit fee at the rate per
annum equal to the Applicable Margin per annum (computed on the basis of a year of 360 days for the
actual number of days elapsed) on the daily average face amount of Letters of Credit outstanding
during the preceding calendar quarter; provided that, at the election of the Bank during the
existence of any Event of Default, such letter of credit fee shall be increased by adding 2.0% per
annum to the letter of credit fee otherwise applicable thereto. In addition to the letter of
credit fee called for above, the Borrower further agrees to pay to the Bank such issuing,
processing, and transaction fees and charges as the Bank from time to time customarily imposes in
connection with any issuance, amendment, cancellation, negotiation, and/or payment of letters of
credit and drafts drawn thereunder.



     Section 3.2. Voluntary Prepayments. The Borrower shall have the privilege of prepaying the
Loans in whole or in part (but, if in part, then (i) if such Loan or Loans constitutes part of the
Base Rate Portion, in an amount not less than $100,000, (ii) if such Loan or Loans constitutes part
of a LIBOR Portion, in an amount not less than $100,000, and (iii) in each case, in an amount such
that the minimum amount required for a Loan pursuant to Sections 1.2 and 2.2 hereof remain
outstanding) at any time upon prior notice to the Bank (such notice if received subsequent to
11:00 a.m. (Chicago time) on a given day to be treated as though received at the opening of
business on the next Business Day) by paying to the Bank the principal amount to be prepaid and
(i) if such a prepayment prepays the Note in full and is accompanied by the termination of the
Commitment in whole, accrued interest thereon to the date of prepayment, and (ii) in the case of
any prepayment of a LIBOR Portion of the Loans, accrued interest thereon to the date of prepayment
plus any amounts due the Bank under Section 2.9 hereof.



     Section 3.3. Reserved.



     Section 3.4. Terminations. The Borrower shall have the right, at any time and from time to
time, upon 3 Business Days prior notice to the Bank, to terminate without premium or penalty and in
whole or in part (but if in part, then in an amount not less than $1,000,000) the Commitment,
provided that the Commitment may not be
reduced to an amount less than the aggregate principal amount of the Loans and Letters of Credit
then outstanding. Any termination of the Commitment pursuant to this Section may not be
reinstated.



     Section 3.5. Place and Application of Payments. All payments of principal, interest, fees,
and all other Obligations payable under the Loan Documents shall be made to the Bank at its office
at 111 West Monroe Street, Chicago, Illinois (or at such other place as the Bank may specify) no
later than 1:00 p.m. (Chicago time) on the date any such payment is due and payable. Payments
received by the Bank after 1:00 p.m. (Chicago time) shall be deemed received as of the opening of
business on the next Business Day. All such payments shall be made in lawful money of the United
States of America, in immediately available funds at the place of payment,



-8-









 







without set-off or
counterclaim and without reduction for, and free from, any and all present or future taxes, levies,
imposts, duties, fees, charges, deductions, withholdings, restrictions, and conditions of any
nature imposed by any government or any political subdivision or taxing authority thereof (but
excluding any taxes imposed on or measured by the net income of the Bank). Unless the Borrower
otherwise directs, principal payments shall be applied first to the Base Rate Portion until payment
in full thereof, with any balance applied to the LIBOR Portions in the order in which their
Interest Periods expire. The Borrower hereby irrevocably authorizes the Bank to (a) charge from
time to time any of the Borrower’s deposit accounts with the Bank and/or (b) make Loans from time
to time hereunder (and any such Loan may be made by the Bank hereunder without regard to the
provisions of Section 7 hereof), in each case for payment of any Obligation then due and payable
(whether such Obligation is for interest then due on a Loan, reimbursement under an Application, or
otherwise); provided that the Bank shall not be under any obligation to charge any such deposit
account or make any such Loan under this Section, and the Bank shall incur no liability to the
Borrower or any other Person for its failure to do so.



     Section 3.6. Notations. All Loans made against the Note, the status of all amounts evidenced
by the Note as constituting part of the Base Rate Portion or a LIBOR Portion, and, in the case of
any LIBOR Portion, the rates of interest and Interest Periods applicable to such Portions shall be
recorded by the Bank on its books and records or, at its option in any instance, endorsed on a
schedule to the Note and the unpaid principal balance and status, rates and Interest Periods so
recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding
brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the
Loans evidenced thereby and the interest rates and Interest Periods applicable thereto; provided
that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the
obligation of the Borrower to repay the principal amount of the Note together with accrued interest
thereon.



Section 4. Collateral and Guaranties.




     Section 4.1. Collateral. The Obligations shall be secured by valid, perfected, and enforceable
Liens on all right, title, and interest of the Borrower and each Domestic Subsidiary in all
personal property, fixtures, and real estate, whether now owned or hereafter acquired or arising,
and all proceeds thereof; provided, however, that
(a) Liens on the voting stock of any Foreign Subsidiary shall be limited to 65% of the total voting
stock of such Foreign Subsidiary, (b) so long as no Default or Event of Default exists, Liens need
not be perfected on the Excluded Accounts and (c) so long as no Default or Event of Default exists,
Liens need not be perfected on petty cash or special purpose accounts so long as the aggregate
amount on deposit in such accounts does not at any time exceed $50,000. The Borrower acknowledges
and agrees that the Liens on the Collateral shall be valid and perfected first priority Liens
(subject to Liens permitted by this Agreement), in each case pursuant to one or more Collateral
Documents in form and substance satisfactory to the Bank.



     Section 4.2. Guaranties. The payment and performance of the Obligations shall at all times be
guaranteed by each direct and indirect Domestic Subsidiary of the Borrower pursuant to one or more
guaranty agreements in form and substance acceptable to the Bank, as the same may



-9-









 








be amended,
modified, or supplemented from time to time (individually a “Guaranty” and collectively the
“Guaranties”).



     Section 4.3. Further Assurances. The Borrower agrees that it shall, and shall cause each
Subsidiary to, execute and deliver such documents and do such acts and things as the Bank may from
time to time request in order to provide for or perfect or protect the Bank’s Lien on the
Collateral.



Section 5. Definitions; Interpretation.




     Section 5.1. Definitions. The following terms when used herein shall have the following
meanings:



     “Acquisition” means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets
of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of
the capital stock, partnership interests, membership interests or equity of any Person (other than
a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a
merger or consolidation or any other combination with another Person (other than a Person that is a
Subsidiary) provided that the Borrower or the Subsidiary is the surviving entity.



     “Adjusted LIBOR” means a rate per annum determined by the Bank in accordance with the
following formula:



	 	 	 	 	 

	 Adjusted LIBOR =

	 	LIBOR
 

100%-Reserve Percentage
	 	 





“Reserve Percentage” means the maximum reserve percentage, expressed as a decimal, at which
reserves (including, without limitation, any emergency, marginal, special, and supplemental
reserves) are imposed by the Board of Governors of the Federal Reserve System (or any successor) on
“eurocurrency liabilities”, as defined in such Board’s Regulation D (or any successor thereto),
subject to any amendments of such reserve requirement by such Board or its successor, taking into
account any transitional adjustments thereto. For purposes of this
definition, the relevant Portions of the Loans shall be deemed to be “eurocurrency liabilities” as
defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under
Regulation D. The Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any such reserve percentage. “LIBOR” means, for each Interest
Period, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, and (b) if
the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per
annum (rounded upward, if necessary, to the nearest 1/100th of 1%) at which deposits in
U.S. Dollars in immediately available funds are offered to the Bank at 11:00 a.m. (London, England
time) 2 Business Days before the beginning of such Interest Period by 3 or more major banks in the
interbank eurodollar market selected by the Bank for a period equal to such Interest Period and in
an amount equal or comparable to the applicable LIBOR Portion scheduled to be outstanding from the
Bank during such Interest Period. “LIBOR Index Rate” means, for any Interest Period, the rate per
annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of


-10-









 






 a percentage
point) for deposits in U.S. Dollars for a period equal to such Interest Period, which appears on
the LIBOR01 Page as of 11:00 a.m. (London, England time) on the day 2 Business Days before the
commencement of such Interest Period. “LIBOR01 Page” means the display designated as “LIBOR01
Page” on the Reuters Service (or such other page as may replace the LIBOR01 Page on that service or
such other service as may be nominated by the British Bankers’ Association as the information
vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for
U.S. Dollar deposits). Each determination of LIBOR made by the Bank shall be conclusive and
binding absent manifest error.




     “Affiliate” means any Person directly or indirectly controlling or controlled by, or under
direct or indirect common control with, another Person. A Person shall be deemed to control
another Person for purposes of this definition if such Person possesses, directly or indirectly,
the power to direct, or cause the direction of, the management and policies of the other Person,
whether through the ownership of voting securities, common directors, trustees or officers, by
contract or otherwise; provided that, in any event for purposes of this definition, any Person that
owns, directly or indirectly, 5% or more of the securities having the ordinary voting power for the
election of directors or governing body of a corporation or 5% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of such other Person) will
be deemed to control such corporation or other Person.



     “Agreement” means this Credit Agreement, as the same may be amended, modified, or restated
from time to time in accordance with the terms hereof.



     “Applicable Margin” means (a) 0.00% per annum with respect to Letter of Credit reimbursement
obligations, (b) 0.00% per annum with respect to the Base Rate Portion, (c) 1.25% per annum with
respect to any LIBOR Portion and the letter of credit fee.



     “Application” is defined in Section 1.3 hereof.



     “Authorized Representative” means those persons shown on the list of officers provided by the
Borrower pursuant to Section 7.2 hereof or on any update of any such list provided by the Borrower
to the Bank, or any further or different officer of the Borrower so named by any Authorized
Representative of the Borrower in a written notice to the Bank.



     “Bank” is defined in the introductory paragraph hereof.



     “Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) the rate of
interest announced or otherwise established by the Bank from time to time as its prime commercial
rate as in effect on such day, with any change in the Base Rate resulting from a change in said
prime commercial rate to be effective as of the date of the relevant change in said prime
commercial rate (it being acknowledged and agreed that such rate may not be the Bank’s best or
lowest rate), (b) the sum of (i) the rate determined by the Bank to be the average (rounded upward,
if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the Bank at
approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is practicable) on such day (or,
if such day is not a Business Day, on the immediately preceding Business Day) by two or more
Federal
funds brokers selected by the Bank for sale to the Bank at face value of Federal



-11-









 







funds in
the secondary market in an amount equal or comparable to the principal amount for which such rate
is being determined, plus (ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day plus 1.00%.
As used herein, the term “LIBOR Quoted Rate” means, for any day, the rate per annum equal to the
quotient of (i) the rate per annum (rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a one-month interest
period which appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such day (or,
if such day is not a Business Day, on the immediately preceding Business Day) divided by
(ii) one (1) minus the Reserve Percentage.



     “Base Rate Portion” is defined in Section 2.1(a) hereof.



     “Borrower” is defined in the introductory paragraph hereof.



     “Business Day” means any day other than a Saturday or Sunday on which the Bank is not
authorized or required to close in Chicago, Illinois and, when used with respect to LIBOR Portions,
a day on which the Bank is also dealing in United States Dollar deposits in London, England, and
Nassau, Bahamas.



     “Capital Lease” means any lease of Property which in accordance with GAAP is required to be
capitalized on the balance sheet of the lessee.



     “Capitalized Lease Obligation” means the amount of the liability shown on the balance sheet of
any Person in respect of a Capital Lease determined in accordance with GAAP.



     “Change of Control” means any of (a) the acquisition by any “person” or “group” (as such terms
are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any
time of beneficial ownership of 35% or more of the outstanding capital stock or other equity
interests of the Borrower on a fully-diluted basis, (b) the failure of individuals who are members
of the board of directors (or similar governing body) of the Borrower on the Closing Date (together
with any new or replacement directors whose initial nomination for election was approved by a
majority of the directors who were either directors on the Closing Date or previously so approved)
to constitute a majority of the board of directors (or similar governing body) of the Borrower, or
(c) any “Change of Control” (or words of like import), as defined in
any agreement or indenture relating to any issue of Indebtedness for Borrowed Money of the
Borrower or any Subsidiary shall occur.



     “Closing Date” means the date of this Agreement or such later Business Day upon which each
condition described in Section 7.2 shall be satisfied or waived in a manner acceptable to the Bank
in its discretion.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.



     “Collateral” means all properties, rights, interests, and privileges from time to time subject
to the Liens granted to the Bank by the Collateral Documents.



-12-









 





     “Collateral Documents” means the Security Agreement, and all other mortgages, deeds of trust,
security agreements, assignments, financing statements and other documents as shall from time to
time secure the Obligations or any part thereof.



     “Commitment” is defined in Section 1.1 hereof.



     “Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with the Borrower or
any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.



     “Default” means any event or condition the occurrence of which would, with the passage of time
or the giving of notice, or both, constitute an Event of Default.



     “Domestic Subsidiary” means any Subsidiary which is not a Foreign Subsidiary.



     “EBIT” means, with reference to any period, Net Income for such period plus all amounts
deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such period,
plus (b) federal, state and local income taxes for such period.



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



     “Event of Default” means any event or condition identified as such in Section 9.1 hereof.



     “Excluded Accounts” means the Borrower’s deposit accounts listed on Schedule 5.1 attached
hereto.



     “Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction other
than the United States of America or any state hereof or the District of Columbia.



     “GAAP” means generally accepted accounting principles set forth from time to time in the
opinions and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the date of
determination.



     “Guaranty” and “Guaranties” each is defined in Section 4.3 hereof.



     “Hostile Acquisition” means the acquisition of the capital stock or other equity interests of
a Person through a tender offer or similar solicitation of the owners of such capital stock or
other equity interests which has not been approved (prior to such acquisition) by resolutions of
the Board of Directors of such Person or by similar action if such Person is not a corporation, or
as to which such approval has been withdrawn.



-13-









 





     “Indebtedness” means for any Person (without duplication) (a) all indebtedness created,
assumed or incurred in any manner by such Person representing money borrowed (including by the
issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or
services (other than trade accounts payable arising in the ordinary course of business which are
not more than ninety (90) days past due), (c) all indebtedness secured by any Lien upon Property of
such Person, whether or not such Person has assumed or become liable for the payment of such
indebtedness, (d) all Capitalized Lease Obligations of such Person, (e) all obligations of such
Person on or with respect to letters of credit, bankers’ acceptances and other extensions of credit
whether or not representing obligations for borrowed money, and (f) all net obligations of such
Person under any interest rate, foreign currency, and/or commodity swap, exchange, cap, collar,
floor, forward, future or option agreement, or any other similar interest rate, currency or
commodity hedging arrangement.



     “Interest Expense” means, with reference to any period, the sum of all interest charges
(including imputed interest charges with respect to Capitalized Lease Obligations and all
amortization of debt discount and expense) of the Borrower and its Subsidiaries for such period
determined in accordance with GAAP.



     “Interest Period” means, with respect to any LIBOR Portion, the period commencing on, as the
case may be, the creation, continuation or conversion date with respect to such LIBOR Portion and
ending 1, 2, or 3 months thereafter as selected by the Borrower in its notice as provided herein;
provided that all of the foregoing provisions relating to Interest Periods are subject to the
following:




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




     (ii) no Interest Period may extend beyond the final maturity date of the Note; and




     (iii) the interest rate to be applicable to each Portion for each Interest Period shall
apply from and including the first day of such Interest Period to but excluding the last day
thereof.


For purposes of determining an Interest Period, a month means a period starting on one day in a
calendar month and ending on a numerically corresponding day in the next calendar month, provided,
however, if an Interest Period begins on the last day of a month or if there is no numerically
corresponding day in the month in which an Interest Period is to end, then such Interest Period
shall end on the last Business Day of such month.




     “Letter of Credit” and “Letters of Credit” each is defined in Section 1.3 hereof.



     “LIBOR Portions” is defined in Section 2.1(a) hereof.



-14-









 





     “Lien” means any mortgage, lien, security interest, pledge, charge, or encumbrance of any kind
in respect of any Property, including the interests of a vendor or lessor under any conditional
sale, Capital Lease or other title retention arrangement.



     “Loan” and “Loans” each is defined in Section 1.2 hereof.



     “Loan Documents” means this Agreement, the Note, the Applications, the Guaranties, the
Collateral Documents, and each other instrument or document to be delivered hereunder or thereunder
or otherwise in connection therewith.



     “Material Adverse Effect” means (a) a material adverse change in, or material adverse effect
upon, the operations, business, Property, condition (financial or operating) or prospects of the
Borrower or of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the
ability of the Borrower or any Subsidiary to perform its obligations under any Loan Document, or
(c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability
against the Borrower or any Subsidiary of any Loan Document or the rights and remedies of the Bank
thereunder or (ii) the perfection or priority of any Lien granted under any Collateral Document.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Net Worth” means, at any time the same is to be determined, the total shareholders’ equity
(including capital stock, additional paid-in capital and retained earnings after deducting treasury
stock, but excluding minority interests in Subsidiaries) which would appear on the balance sheet of
the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.



     “Note” is defined in Section 1.2 hereof.



     “Obligations” means all obligations of the Borrower to pay principal and interest on the
Loans, all reimbursement obligations owing under the Applications, all fees and charges payable
hereunder, and all other payment obligations of the Borrower arising under or in relation to any
Loan Document, in each case whether now existing or hereafter arising, due or to become due,
direct or indirect, absolute or contingent, and howsoever evidenced, held, or acquired.



     “OFAC” means the United States Department of Treasury Office of Foreign Assets Control.



     “OFAC Event” means the event specified in Section 8.21 of this Agreement.



     “OFAC Sanctions Programs” means all laws, regulations, and Executive Orders administered by
OFAC, including without limitation, the Bank Secrecy Act, anti-money laundering laws (including,
without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and
all economic and trade sanction programs administered



-15-









 







by OFAC, any and all similar United States
federal laws, regulations or Executive Orders, and any similar laws, regulators or orders adopted
by any State within the United States.



     “OFAC SDN List” means the list of the Specially Designated Nationals and Blocked Persons
maintained by OFAC.



     “PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all
of its functions under ERISA.



     “Permitted Acquisition” means any Acquisition with respect to which all of the following
conditions shall have been satisfied:




     (a) the business being acquired is in a similar line of business and has its primary
operations within the United States of America;




     (b) the Acquisition shall not be hostile;




     (c) the financial statements of the business being acquired shall have been audited or
reviewed by an independent accounting firm;




     (d) if a new Subsidiary is formed or acquired as a result of or in connection with the
Acquisition, the Borrower shall have complied with the requirements of Section 4 hereof in
connection therewith; and




     (e) after giving effect to the Acquisition and any Credit Event in connection
therewith, no Default or Event of Default shall exist, including with respect to the
financial covenants contained in Sections 8.21 and 8.22 hereof on a pro forma basis.



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



     “Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code that either (a) is maintained by a member
of the Controlled Group for employees of a member of the Controlled Group or (b) is maintained
pursuant to a collective bargaining agreement or any other arrangement under which more than one
employer makes contributions and to which a member of the Controlled Group is then making or
accruing an obligation to make contributions or has within the preceding five plan years made
contributions.



     “Portion” is defined in Section 2.1(a) hereof.



     “Property” means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.



     “Revolving Credit” is defined in Section 1.1 hereof.



-16-









 





     “S&P” means Standard & Poor’s Ratings Services Group, a division of The McGraw-Hill Companies,
Inc.



     “Security Agreement” means that certain Security Agreement dated as of July 31, 2009 among the
Borrower and its Subsidiaries and the Bank, as the same may be amended, modified, supplemented, or
restated from time to time.



     “Spanish Tax Guaranty” means that certain guaranty of tax obligations in Spain executed by the
Borrower and secured by a pledge of cash collateral in an amount not to exceed €3,163,621, plus
interest which accrues on such amount.



     “Subsidiary” means any corporation or other Person more than 50% of the outstanding ordinary
voting shares or other equity interests of which is at the time directly or indirectly owned by the
Borrower, by one or more of its Subsidiaries, or by the Borrower and one or more of its
Subsidiaries.



     “Termination Date” means July 31, 2011, or such earlier date on which the Commitment is
terminated in whole pursuant to Section 3.4, 9.2, or 9.3 hereof.



     “Unfunded Vested Liabilities” means, for any Plan at any time, the amount (if any) by which
the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair
market value of all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, but only to the extent that such excess represents a potential
liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.



     “Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.



     “Wholly-Owned Subsidiary” means a Subsidiary of which all of the issued and outstanding shares
of capital stock (other than directors’ qualifying shares as required by law) or other equity
interests are owned by the Borrower and/or one or more Wholly-Owned Subsidiaries within the meaning
of this definition.



     Section 5.2. Interpretation. The foregoing definitions are equally applicable to both the
singular and plural forms of the terms defined. The words “hereof”, “herein”, and “hereunder” and
words of like import when used in this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement. All references to time of day herein are references
to Chicago, Illinois time unless otherwise specifically provided. Where the character or amount of
any asset or liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the purposes of this
Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent
with the specific provisions of this Agreement.



Section 6. Representations and Warranties.




     The Borrower represents and warrants to the Bank as follows:



-17-









 





     Section 6.1. Organization and Qualification. The Borrower is duly organized, validly
existing, and in good standing as a corporation under the laws of the State of Delaware, has full
and adequate power to own its Property and conduct its business as now conducted, and is duly
licensed or qualified and in good standing in each jurisdiction in which the nature of the business
conducted by it or the nature of the Property owned or leased by it requires such licensing or
qualifying where the failure to do so could reasonably be expected to have a Material Adverse
Effect.



     Section 6.2. Subsidiaries. Each Subsidiary is duly organized, validly existing, and in good
standing under the laws of the jurisdiction in which it is incorporated or organized, as the case
may be, has full and adequate power to own its Property and conduct its business as now conducted,
and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by it requires such
licensing or qualifying where the failure to do so could reasonably be expected to have a Material
Adverse Effect. Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its
organization, the percentage of issued and outstanding shares of each class of its capital stock or
other equity interests owned by the Borrower and the Subsidiaries and, if such percentage is not
100% (excluding directors’ qualifying shares as required by law), a description of each class of
its authorized capital stock and other equity interests and the number of shares of each class
issued and outstanding. All of the outstanding shares of capital stock and other equity interests
of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such
shares and other equity interests indicated on Schedule 6.2 as owned by the Borrower or a
Subsidiary are owned, beneficially and of record, by the Borrower or such Subsidiary free and clear
of all Liens other than Liens granted to the Bank. There are no outstanding commitments or other
obligations of any Subsidiary to issue, and no options, warrants or other rights of any Person to
acquire, any shares of any class of capital stock or other equity interests of any Subsidiary.



     Section 6.3. Authority and Validity of Obligations. The Borrower has full right and authority
to enter into this
Agreement and the other Loan Documents, to make the borrowings herein provided for, to issue its
Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and
to perform all of its obligations hereunder and under the other Loan Documents. Each Domestic
Subsidiary has full right and authority to enter into the Loan Documents executed by it, to
guarantee the Obligations, to grant to the Bank the Liens described in the Collateral Documents
executed by it, and to perform all of its obligations under the Loan Documents executed by it. The
Loan Documents delivered by the Borrower and its Domestic Subsidiaries have been duly authorized,
executed, and delivered by such Persons and constitute valid and binding obligations of the
Borrower and its Domestic Subsidiaries enforceable against them in accordance with their terms
except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or
similar laws affecting creditors’ rights generally and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in equity or at law); and
this Agreement and the other Loan Documents do not, nor does the performance or observance by the
Borrower or any Domestic Subsidiary of any of the matters and things herein or therein provided
for, (a) contravene or constitute a default under any provision of law or any judgment, injunction,
order or decree binding upon the Borrower or any Domestic Subsidiary or any provision of the



-18-









 







organizational documents (e.g., charter, certificate or articles of incorporation and by-laws,
certificate or articles of association and operating agreement, partnership agreement, or other
similar organizational documents) of the Borrower or any Domestic Subsidiary or any covenant,
indenture or agreement of or affecting the Borrower or any Domestic Subsidiary or any of their
Property, or (b) result in the creation or imposition of any Lien on any Property of the Borrower
or any Domestic Subsidiary other than Liens granted to the Bank.



     Section 6.4. Use of Proceeds; Margin Stock. The Borrower shall use the proceeds of the
extensions of credit made available hereunder for its general working capital purposes and for such
other legal and proper purposes as are consistent with all applicable laws. Neither the Borrower
nor any Subsidiary is engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System), and no part of the proceeds of any extension of credit made hereunder will be used
to purchase or carry any such margin stock or to extend credit to others for the purpose of
purchasing or carrying any such margin stock.



     Section 6.5. Financial Reports. The consolidated balance sheet of the Borrower and its
Subsidiaries as at March 31, 2009 and the related consolidated statements of income, retained
earnings, and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and
accompanying notes thereto, which financial statements are accompanied by the audit report of KPMG
LLP, independent public accountants, heretofore furnished to the Bank, fairly present the
consolidated financial condition of the Borrower and its Subsidiaries as at said dates and the
consolidated results of their operations and cash flows for the periods then ended in conformity
with GAAP applied on a consistent basis. Neither the Borrower nor any Subsidiary has contingent
liabilities which are material to it other than as indicated on such financial statements or, with
respect to future periods, on the financial statements furnished pursuant to Section 8.5 hereof.



     Section 6.6. No Material Adverse Change. Since March 31, 2009, there has been no change in
the condition (financial or otherwise) or business prospects of the Borrower or any Subsidiary
except those occurring in the ordinary course of business, none of which individually or in the
aggregate have been materially adverse.



     Section 6.7. Full Disclosure. The statements and information furnished to the Bank in
connection with the negotiation of this Agreement and the other Loan Documents and the commitment
by the Bank to provide all or part of the financing contemplated hereby do not contain any untrue
statements of a material fact or omit a material fact necessary to make the material statements
contained herein or therein not misleading, the Bank acknowledging that, as to any projections
furnished to the Bank, the Borrower only represents that the same were prepared on the basis of
information and estimates the Borrower believed to be reasonable.



     Section 6.8. Trademarks, Franchises and Licenses. The Borrower and its Subsidiaries own,
possess or have the right to use all necessary patents, licenses, franchises, trademarks, trade
names, trade styles, copyrights, trade secrets, know how, and confidential commercial and
proprietary information to conduct
their businesses as now conducted, without known conflict



-19-









 







with
any patent, license, franchise, trademark, trade name, trade style, copyright, or other proprietary
right of any other Person.



     Section 6.9. Governmental Authority and Licensing. The Borrower and its Subsidiaries have
received all licenses, permits, and approvals of all foreign, federal, state, and local
governmental authorities, if any, necessary to conduct their businesses, in each case where the
failure to obtain or maintain the same could reasonably be expected to have a Material Adverse
Effect. No investigation or proceeding which, if adversely determined, could reasonably be
expected to result in revocation or denial of any material license, permit or approval is pending
or, to the knowledge of the Borrower, threatened.



     Section 6.10. Good Title. The Borrower and its Subsidiaries have good and defensible title
(or valid leasehold interests) to their assets as reflected on the most recent consolidated balance
sheet of the Borrower and its Subsidiaries furnished to the Bank (except for sales of assets by
the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens other
than such thereof as are permitted by Section 8.8 hereof.



     Section 6.11. Litigation and Other Controversies. There is no litigation or governmental or
arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower
threatened, against the Borrower or any Subsidiary or any of their Property which if adversely
determined could reasonably be expected to have a Material Adverse Effect.



     Section 6.12. Taxes. All tax returns required to be filed by the Borrower or any Subsidiary
in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees, and other
governmental charges upon the Borrower or any Subsidiary or upon any of their Property, income or
franchises, which are shown to be due and payable in such returns, have been paid, except such
taxes, assessments, fees, and governmental charges, if any, as are being contested in good faith
and by appropriate proceedings which prevent enforcement of the matter under contest and as to
which adequate reserves established in accordance with GAAP have been provided. The Borrower does
not know of any proposed material additional tax assessment against it or its Subsidiaries for
which adequate provisions in accordance with GAAP have not been made on their accounts. Adequate
provisions in accordance with GAAP for taxes on the books of the Borrower and its Subsidiaries have
been made for all open years, and for the current fiscal period.



     Section 6.13. Approvals. No authorization, consent, license, or exemption from, or filing or
registration with, any court or governmental department, agency, or instrumentality, nor any
approval or consent of any other Person, is or will be necessary to the valid execution, delivery,
or performance by the Borrower or any Subsidiary of any Loan Document, except for such approvals
which have been obtained prior to the date of this Agreement and remain in full force and effect.



     Section 6.14. Affiliate Transactions. Neither the Borrower nor any Subsidiary is a party to
any contracts or agreements with any of its Affiliates on terms and conditions which are, to the
best of the Borrower’s knowledge, less favorable to the Borrower or such Subsidiary than



-20-









 







would be
usual and customary in similar contracts or agreements between Persons not affiliated with each
other.



     Section 6.15. Investment Company. Neither the Borrower nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.



     Section 6.16. ERISA. The Borrower and each other member of its Controlled Group has fulfilled
its obligations under the minimum funding standards of, and is in compliance in all material
respects with, ERISA and the Code to the extent applicable to it and has not incurred any liability
to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA. Neither the Borrower nor any Subsidiary has any contingent liabilities with
respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation
coverage described in article 6 of Title I of ERISA.



     Section 6.17. Compliance with Laws. The Borrower and its Subsidiaries are in compliance with
the requirements of all foreign, federal, state and local laws, rules and regulations applicable to
or pertaining to their Property or business operations (including, without limitation, the
Occupational Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, and laws
and regulations establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes and substances), non-compliance with which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received notice to the effect
that its operations are not in compliance with any of the requirements of applicable federal, state
or local environmental, health and safety statutes and regulations or are the subject of any
governmental investigation evaluating whether any remedial action is needed to respond to a release
of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial
action, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.



     Section 6.18. Other Agreements. Neither the Borrower nor any Subsidiary is in default under
the terms of any covenant, indenture or agreement of or affecting the Borrower, any Subsidiary or
any of their Property, which default if uncured could reasonably be expected to have a Material
Adverse Effect.



     Section 6.19. Solvency. The Borrower and its Subsidiaries are solvent, able to pay their
debts as they become due, and have sufficient capital to carry on their business and all businesses
in which they are about to engage.



     Section 6.20. Compliance with OFAC Sanctions Programs. The Borrower (i) is in compliance with
the requirements of all OFAC Sanctions Programs applicable to the Borrower, (ii) each Subsidiary of
the Borrower is in compliance with the requirements of all OFAC Sanctions Programs applicable to
such Subsidiary, (iii) the Borrower has provided to the Bank all information regarding the Borrower
and its Affiliates and Subsidiaries necessary for the Bank to comply with all applicable OFAC
Sanctions Programs, (iv) to the best of the Borrower’s




-21-











 




knowledge, neither the Borrower nor any of
its Affiliates or Subsidiaries is, as of the date hereof, named on the current OFAC SDN List.




     Section 6.21. No Default. No Default or Event of Default has occurred and is continuing.



Section 7. Conditions Precedent.




          The obligation of the Bank to make any extension of credit under this Agreement is subject to
the following conditions precedent:



     Section 7.1. All Advances. As of the time of the making of each extension of credit
(including the initial extension of credit) hereunder:




     (a) each of the representations and warranties set forth in Section 6 hereof and in the
other Loan Documents shall be true and correct as of such time, except to the extent the
same expressly relate to an earlier date;




     (b) no Default or Event of Default shall have occurred and be continuing or would occur
as a result of making such extension of credit;




     (c) in the case of the issuance of any Letter of Credit, the Bank shall have received a
properly completed Application therefor together with the fees called for hereby; and




     (d) such extension of credit shall not violate any order, judgment, or decree of any
court or other authority or any provision of law or regulation applicable to the Bank
(including, without limitation, Regulation U of the Board of Governors of the Federal
Reserve System) as then in effect.


The Borrower’s request for any extension of credit hereunder shall constitute its warranty as to
the facts specified in subsections (a) through (c), both inclusive, above.




     Section 7.2. Initial Advance. At or prior to the making of the initial extension of credit
hereunder, the following conditions precedent shall also have been satisfied:




     (a) the Bank shall have received the following (and, with respect to all documents,
each to be properly executed and completed) and the same shall have been approved as to form
and substance by the Bank:




     (i) the Note;




     (ii) the Security Agreement from the Borrower and its Domestic Subsidiaries,
together with (x) any financing statements requested by the Bank, and
(y) certificates evidencing 100% of the equity interests of the Subsidiaries (other
than Foreign Subsidiary voting stock) and 65% of the equity interests in



-22-









 







Foreign
Subsidiary voting stock, together with undated executed blank stock powers therefor;




     (iii) the Guaranty;




     (iv) evidence of the maintenance of insurance by the Borrower as required
hereby or by the Collateral Documents;




     (v) copies (executed or certified as may be appropriate) of resolutions of the
Board of Directors or other governing body of the Borrower and of each Domestic
Subsidiary authorizing the execution, delivery, and performance of the Loan
Documents;




     (vi) articles of incorporation (or equivalent organizational document) of the
Borrower and of each Domestic Subsidiary certified by the appropriate governmental
office of the state of its organization;




     (vii) by-laws (or equivalent organizational document) for the Borrower and for
each Domestic Subsidiary certified by an appropriate officer of such Person
acceptable to the Bank;




     (viii) an incumbency certificate containing the name, title and genuine
signature of the Borrower’s Authorized Representatives;




     (ix) good standing certificates for the Borrower and each Domestic Subsidiary,
dated as of a date no earlier than 30 days prior to the date hereof, from the
appropriate governmental offices in the state of its incorporation or organization
and in each state in which it is qualified to do business as a foreign organization;




     (x) a duly completed Internal Revenue Service Form W-9 for the Borrower and
each Domestic Subsidiary;




     (xi) one or more pay-off and lien release letters from secured creditors of the
Borrower and its Domestic Subsidiaries setting forth, among other things, the total
amount of indebtedness outstanding and owing to them (or outstanding letters of
credit issued for their account) and containing an undertaking to cause to be
delivered to the Bank termination statements and any other lien release instruments
necessary to release its Lien on all of their assets; and




     (xii) except to the extent waived in writing by the Bank, landlords’ lien
waivers in connection with the Property of the Borrower located in leased premises;




     (b) legal matters incident to the execution and delivery of the Loan Documents and to
the transactions contemplated hereby shall be satisfactory to the Bank



-23-









 






and its counsel; and
the Bank shall have received the favorable written opinion of counsel for the Borrower and
the Guarantor in form and substance satisfactory to the Bank and its counsel;




     (c) the Bank shall have received financing statement, tax and judgment lien search
results against the Property of the Borrower and its Domestic Subsidiaries evidencing the
absence of Liens on their Property except as permitted by Section 8.8 hereof;




     (d) the Liens granted to the Bank under the Collateral Documents shall have been
perfected in a manner satisfactory to the Bank and its counsel; and




     (e) the Bank shall have received such other agreements, instruments, documents,
certificates and opinions as the Bank may reasonably request.



Section 8. Covenants.




     The Borrower agrees that, so long as any credit is available to or in use by the Borrower
hereunder, except to the extent compliance in any case or cases is waived in writing by the Bank:



     Section 8.1. Maintenance of Business. The Borrower shall, and shall cause each Subsidiary to,
preserve and maintain its existence. The Borrower shall, and shall cause each Subsidiary to,
preserve and keep in force and effect all licenses, permits and franchises necessary to the proper
conduct of its business, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.



     Section 8.2. Maintenance of Properties. The Borrower shall maintain, preserve, and keep its
property, plant, and equipment in good repair, working order and condition (ordinary wear and tear
excepted) and shall from time to time make all needful and proper repairs, renewals, replacements,
additions, and betterments thereto so that at all times the efficiency thereof shall be fully
preserved and maintained, and shall cause each Subsidiary to do so in respect of Property owned or
used by it.



     Section 8.3. Taxes and Assessments. The Borrower shall duly pay and discharge, and shall
cause each Subsidiary to duly pay and discharge, all taxes, rates, assessments, fees, and
governmental charges upon or against it or its Property, in each case before the same become
delinquent and before penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings which prevent enforcement of the matter
under contest and adequate reserves are provided therefor.



     Section 8.4. Insurance. The Borrower shall insure and keep insured, and shall cause each
Subsidiary to insure and keep insured, with good and responsible insurance companies, all insurable
Property owned by it which is of a character usually insured by Persons similarly situated and
operating like Properties against loss or damage from such hazards and risks, and in such amounts,
as are insured by Persons similarly situated and operating like Properties; and the Borrower shall
insure, and shall cause each Subsidiary to insure, such other hazards and risks



-24-









 







(including
employers’ and public liability risks) with good and responsible insurance companies, as and to the
extent usually insured by Persons similarly situated and conducting similar businesses. The
Borrower shall in any event maintain insurance on the Collateral to the extent required by the
Collateral Documents. The Borrower shall upon request furnish to the Bank a certificate setting
forth in summary form the nature and extent of the insurance maintained pursuant to this Section.



     Section 8.5. Financial Reports. The Borrower shall, and shall cause each Subsidiary to,
maintain a standard system of accounting in accordance with GAAP and shall furnish to the Bank and
its duly authorized representatives such information respecting the business and financial
condition of the Borrower and its Subsidiaries as the Bank may reasonably request; and without any
request, shall furnish to the Bank:




     (a) as soon as available, and in any event within 45 days after the last day of each of
the first three (3) fiscal quarters in each fiscal year of the Borrower, a copy of the
consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the
last day of such period and the consolidated and consolidating statements of income,
retained earnings, and cash flows of the Borrower and its Subsidiaries for the fiscal
quarter and the fiscal year-to-date period then ended, each in reasonable detail showing in
comparative form the figures for the corresponding date and period in the previous fiscal
year, prepared by the Borrower in accordance with GAAP and certified to by its chief
financial officer or such other officer acceptable to the Bank;




     (b) as soon as available, and in any event within 90 days after the last day of each
fiscal year of the Borrower, a copy of the consolidated and consolidating balance sheet of
the Borrower and its Subsidiaries as of the close of such period and the consolidated and
consolidating statements of income, retained earnings, and cash flows of the Borrower and
its Subsidiaries for such period, and accompanying notes thereto, each in reasonable detail
showing in comparative form the figures for the previous fiscal year, accompanied by an
unqualified opinion thereon of KPMG LLP or another firm of independent public accountants of
recognized national standing, selected by the Borrower and reasonably satisfactory to the
Bank, to the effect that the financial statements have been prepared in accordance with GAAP
and present fairly in accordance with GAAP the consolidated financial condition of the
Borrower and its Subsidiaries as of the close of such fiscal year and the results of their
operations and cash flows for the fiscal year then ended and that an examination of such
accounts in connection with such financial statements has been made in accordance with
generally accepted auditing standards and, accordingly, such examination included such tests
of the accounting records and such other auditing procedures as were considered necessary in
the circumstances;




     (c) promptly after receipt thereof, any additional written reports, management letters
or other detailed information contained in writing concerning significant aspects of the
Borrower’s or any Subsidiary’s operations and financial affairs given to it by its
independent public accountants;



-25-









 






     (d) notice of any Change of Control;




     (e) promptly after knowledge thereof shall have come to the attention of any
responsible officer of the Borrower, written notice of (i) any threatened or pending
litigation or governmental or arbitration proceeding or labor controversy against the
Borrower or any Subsidiary or any of their Property which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect or (ii) the occurrence of any
Default or Event of Default hereunder; and




     (h) together with the financial statements required to be delivered pursuant to
Sections 8.5(a) and (b), the Borrower shall deliver to the Bank a written certificate in the
form attached hereto as Exhibit B signed by the chief financial officer of the Borrower, or
such other officer of the Borrower satisfactory to the Bank, to the effect that to the best
of such officer’s knowledge and belief no Default or Event of Default has occurred during
the period covered by such statements or, if any such Default or Event of Default has
occurred during such period, setting forth a description of such Default or Event of Default
and specifying the action, if any, taken by the Borrower to remedy the same together with
calculations supporting such statements in respect of Sections 8.21 and 8.22 of this
Agreement.



     Section 8.6. Inspection. The Borrower shall, and shall cause each Subsidiary to, permit the
Bank and its duly authorized representatives and agents to visit and inspect any of the Properties,
corporate books and financial records of the Borrower and each Subsidiary, to examine and make
copies of the books of accounts and other financial records of the Borrower and each Subsidiary,
and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to
be advised as to the same by, its officers, employees, and independent public accountants (and by
this provision the Borrower hereby authorizes such accountants to discuss with the Bank the
finances and affairs of the Borrower and of each Subsidiary) at such reasonable times and
reasonable intervals as the Bank may designate.



     Section 8.7. Borrowings and Guaranties. The Borrower shall not, nor shall it permit any
Subsidiary to, issue, incur, assume, create, or have outstanding any Indebtedness, or incur
liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging
arrangements, or be or become liable as endorser, guarantor, surety, or otherwise for any debt,
obligation, or undertaking of any other Person, or otherwise agree to provide funds for payment of
the obligations of another, or supply funds thereto or invest therein or otherwise assure a
creditor of another against loss, or apply for or become liable to the issuer of a letter of credit
which supports an obligation of another, or subordinate any claim or demand it may have to the
claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor
operate to prevent:




     (a) the Obligations of the Borrower and its Subsidiaries owing to the Bank under the
Loan Documents and other indebtedness and obligations of such Persons owing to the Bank;



-26-









 






     (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and
its Subsidiaries in an amount not to exceed $1,000,000 in the aggregate at any one time
outstanding;




     (c) endorsement of items for deposit or collection of commercial paper received in the
ordinary course of business;




     (d) obligations of the Borrower or any Subsidiary arising out of interest rate, foreign
currency, and commodity hedging agreements entered into with financial institutions in
connection with bona fide hedging activities in the ordinary course of business and not for
speculative purposes;




     (e) indebtedness from time to time owing by any Domestic Subsidiary to the Borrower;




     (f) indebtedness from time to time owing by any Foreign Subsidiary to the Borrower and
its Domestic Subsidiaries to the extent permitted by Section 8.9(h) at any one time
outstanding; and




     (g) unsecured indebtedness of the Borrower and its Subsidiaries not otherwise permitted
by this Section in an amount not to exceed $500,000 in the aggregate at any one time
outstanding.



     Section 8.8. Liens. The Borrower shall not, nor shall it permit any Subsidiary to, create,
incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided,
however, that the foregoing shall not apply to nor operate to prevent:




     (a) Liens arising by statute in connection with worker’s compensation, unemployment
insurance, old age benefits, social security obligations, taxes, assessments, statutory
obligations, or other similar charges (other than Liens arising under ERISA), good faith
cash deposits in connection with tenders, contracts, or leases to which the Borrower or any
Subsidiary is a party or other cash deposits required to be made in the ordinary course of
business, provided in each case that the obligation is not for borrowed money and that the
obligation secured is not overdue or, if overdue, is being contested in good faith by
appropriate proceedings which prevent enforcement of the matter under contest and adequate
reserves have been established therefor;




     (b) mechanics’, workmen’s, materialmen’s, landlords’, carriers’, or other similar Liens
arising in the ordinary course of business with respect to obligations which are not due or
which are being contested in good faith by appropriate proceedings which prevent enforcement
of the matter under contest;




     (c) the pledge of assets for the purpose of securing an appeal, stay or discharge in
the course of any legal proceeding (including the Spanish Tax Guaranty), provided that the
aggregate amount of liabilities of the Borrower and its Subsidiaries (other than the Spanish
Tax Guaranty) secured by a pledge of assets permitted under this



-27-









 







subsection, including
interest and penalties thereon, if any, shall not be in excess of $1,000,000 at any one time
outstanding;




     (d) Liens on equipment of the Borrower or any Subsidiary created solely for the purpose
of securing indebtedness permitted by Section 8.7(b) hereof, representing or incurred to
finance the purchase price of such Property, provided that no such Lien shall extend to or
cover other Property of the Borrower or such Subsidiary other than the respective Property
so acquired, and the principal amount of indebtedness secured by any such Lien shall at no
time exceed the original purchase price of such Property, as reduced by repayments of
principal thereon;




     (e) any interest or title of a lessor under any operating lease;




     (f) easements, rights-of-way, restrictions, and other similar encumbrances against real
property incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and which do not materially detract from the value of the Property
subject thereto or materially interfere with the ordinary conduct of the business of the
Borrower or any Subsidiary;




     (g) Liens on cash collateral held at JPMorgan Chase Bank, N.A. in an amount not to
exceed $250,000 to secure reimbursement obligations in connection with letters of credit;
and




     (h) Liens granted in favor of the Bank pursuant to the Collateral Documents.



     Section 8.9. Investments, Acquisitions, Loans and Advances. The Borrower shall not, nor shall
it permit any Subsidiary to, directly or indirectly, make, retain, or have outstanding any
investments (whether through purchase of stock or obligations or otherwise) in, or loans or
advances to, any other Person, or acquire all or any substantial part of the assets or business of
any other Person or division thereof; provided, however, that the foregoing shall not apply to nor
operate to prevent:




     (a) investments in direct obligations of the United States of America or of any agency
or instrumentality thereof whose obligations constitute full faith and credit obligations of
the United States of America, provided that any such obligations shall mature within one
year of the date of issuance thereof;




     (b) investments in commercial paper rated at least P-1 by Moody’s and at least A-1 by
S&P maturing within one year of the date of issuance thereof;




     (c) investments in certificates of deposit issued by the Bank or by any United States
commercial bank having capital and surplus of not less than $100,000,000 which have a
maturity of one year or less;




     (d) investments in repurchase obligations with a term of not more than 7 days for
underlying securities of the types described in subsection (a) above entered into with



-28-









 







any
bank meeting the qualifications specified in subsection (c) above, provided all such
agreements require physical delivery of the securities securing such repurchase agreement,
except those delivered through the Federal Reserve Book Entry System;




     (e) investments in money market funds that invest solely, and which are restricted by
their respective charters to invest solely, in investments of the type described in the
immediately preceding subsections (a), (b), (c), and (d) above;




     (f) the Borrower’s investments from time to time in its Domestic Subsidiaries, and
investments made from time to time by a Domestic Subsidiary in or more of its Domestic
Subsidiaries;




     (g) intercompany advances made from time to time from the Borrower to any one or more
Domestic Subsidiaries in the ordinary course of business;




     (h) the Borrower’s investments in, and loan and advances to, its Foreign Subsidiaries
in an aggregate amount not to exceed $2,000,000 outstanding at any time;




     (i) Permitted Acquisitions; and




     (j) other investments, loans and advances in addition to those otherwise permitted by
this Section in an amount not to exceed $500,000 in the aggregate at any one time
outstanding.


In determining the amount of investments, acquisitions, loans, and advances permitted under this
Section, investments and acquisitions shall always be taken at the original cost thereof
(regardless of any subsequent appreciation or depreciation therein), and loans and advances shall
be taken at the principal amount thereof then remaining unpaid.




     Section 8.10. Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit
any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease, or
otherwise dispose of all or any part of its Property, including any disposition of Property as part
of a sale and leaseback transaction, or in any event sell or discount (with or without recourse)
any of its notes or accounts receivable; provided, however, that this Section shall not apply to
nor operate to prevent:




     (a) the sale or lease of inventory in the ordinary course of business;




     (b) the sale, transfer, lease, or other disposition of Property of the Borrower and its
Domestic Subsidiaries to one another in the ordinary course of its business;




     (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary
provided that, in the case of any merger involving the Borrower, the Borrower is the entity
surviving the merger;



-29-









 






     (d) the sale of delinquent notes or accounts receivable in the ordinary course of
business for purposes of collection only (and not for the purpose of any bulk sale or
securitization transaction);




     (e) the sale, transfer, or other disposition of any tangible personal property that, in
the reasonable business judgment of the Borrower or its Subsidiary, has become uneconomical,
obsolete, or worn out, and which is disposed of in the ordinary course of business; and




     (f) the sale, transfer, lease, or other disposition of Property of the Borrower or any
Subsidiary (including any disposition of Property as part of a sale and leaseback
transaction) aggregating for the Borrower and its Subsidiaries not more than $250,000 during
any fiscal year of the Borrower.



     Section 8.11. Maintenance of Subsidiaries. The Borrower shall not assign, sell or transfer,
nor shall it permit any Subsidiary to issue, assign, sell or transfer, any shares of capital stock
of a Subsidiary; provided, however, that the foregoing shall not operate to prevent (a) the
issuance, sale and transfer to any
person of any shares of capital stock of a Subsidiary solely for the purpose of qualifying, and to
the extent legally necessary to qualify, such person as a director of such Subsidiary, (b) any
transaction permitted by Section 8.10(c) above, (c) sales of capital stock in a Foreign Subsidiary
to the Borrower or a Domestic Subsidiary, and (d) Liens on the capital stock of Subsidiaries
granted to the Bank pursuant to the Collateral Documents.



     Section 8.12. Dividends and Certain Other Restricted Payments. The Borrower shall not, nor
shall it permit any Subsidiary to, (a) declare or pay any dividends on or make any other
distributions in respect of any class or series of its capital stock or other equity interests
(other than dividends or distributions payable solely in the Borrower’s capital stock or other
equity interests), or (b) directly or indirectly purchase, redeem or otherwise acquire or retire
any of its capital stock or other equity interests, including without limitation options or
warrants to acquire the same (collectively referred to herein as “Restricted Payments”); provided,
however, that the foregoing shall not operate to prevent (i) the making of dividends or
distributions by any Wholly-owned Subsidiary to the Borrower and (ii) the Borrower from making
dividends and distributions to its shareholders and/or directly or indirectly purchasing or
redeeming its capital stock from its shareholders, in each case, so long as no Default or Event of
Default exists or would result after giving effect to such dividend, distribution, purchase or
redemption.



     Section 8.13. ERISA. The Borrower shall, and shall cause each Subsidiary to, promptly pay and
discharge all obligations and liabilities arising under ERISA of a character which if unpaid or
unperformed could reasonably be expected to result in the imposition of a Lien against any of its
Property. The Borrower shall, and shall cause each Subsidiary to, promptly notify the Bank of:
(a) the occurrence of any reportable event (as defined in ERISA) with respect to a Plan,
(b) receipt of any notice from the PBGC of its intention to seek termination of any Plan or
appointment of a trustee therefor, (c) its intention to terminate or withdraw from any Plan, and
(d) the occurrence of any event with respect to any Plan which would result in the incurrence by
the Borrower or any Subsidiary of any material liability, fine or penalty, or any material increase



-30-









 







in the contingent liability of the Borrower or any Subsidiary with respect to any post-retirement
Welfare Plan benefit.



     Section 8.14. Compliance with Laws. The Borrower shall, and shall cause each Subsidiary to,
comply in all respects with the requirements of all foreign, federal, state, local laws, rules,
regulations, ordinances and orders applicable to or pertaining to its Property or business
operations, where any such non-compliance, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect or result in a Lien upon any of its Property.



     Section 8.15. Burdensome Contracts With Affiliates. The Borrower shall not, nor shall it
permit any Subsidiary to, enter into any contract, agreement or business arrangement with any of
its Affiliates on terms and conditions which are less favorable to the Borrower or such Subsidiary
than would be usual and customary in similar contracts, agreements or business arrangements between
Persons not affiliated with each other.



     Section 8.16. No Changes in Fiscal Year. The fiscal year of the Borrower and its Subsidiaries
ends on March 31 of each year; and the Borrower shall not, nor shall it permit any Subsidiary to,
change its fiscal year from its present basis without the written consent of the Bank, such consent
not to be unreasonably withheld.



     Section 8.17. Change in the Nature of Business. The Borrower shall not, nor shall it permit
any Subsidiary to, engage in any business or activity if as a result the general nature of the
business of the Borrower or any Subsidiary would be changed in any material respect from the
general nature of the business engaged in by it as of the date hereof.



     Section 8.18. Use of Proceeds. The Borrower shall use the credit extended under this
Agreement solely for the purposes set forth in, or otherwise permitted by, Section 6.4 hereof.



     Section 8.19. Compliance with OFAC Sanctions Programs. (a) The Borrower shall at all times
comply with the requirements of all OFAC Sanctions Programs applicable to the Borrower and shall
cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs
applicable to such Subsidiary.



          (b) The Borrower shall provide the Bank any information regarding the Borrower, its
Affiliates, and its Subsidiaries necessary for the Bank to comply with all applicable OFAC
Sanctions Programs; subject however, in the case of Affiliates, to the Borrower’s ability to
provide information applicable to them.




          (c) If the Borrower obtains actual knowledge or receives any written notice that the Borrower,
any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an
“OFAC Event”), the Borrower shall promptly (i) give written notice to the Bank of such OFAC Event,
and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the
party included on the OFAC SDN List is located within the jurisdiction of the United States of
America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to
the Bank taking any and all steps the Bank deems




-31-









 







necessary, in its sole but reasonable discretion,
to avoid violation of all applicable laws with respect to any such OFAC Event, including the
requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and
reporting such action to OFAC).




     Section 8.20. Deposit Accounts. The Borrower shall, and shall cause its Subsidiaries to,
maintain their principal operating accounts at the Bank.



     Section 8.21. Minimum Net Worth. The Borrower shall not at any time permit Net Worth to be
less than $30,000,000.



     Section 8.22. Interest Coverage Ratio. As of the last day of each fiscal quarter of the
Borrower (commencing with the fiscal quarter ending on or about September 30, 2009), the Borrower
shall not permit the ratio of EBIT for the four fiscal quarters of the Borrower then ended to
Interest Expense for the same four fiscal quarters then ended to be less than 1.50 to 1.0;
provided, however, that for the calculations as of September 30, 2009 and December 31, 2009, the
components of the Interest Coverage Ratio shall be measured since April 1, 2009 (instead of the
four fiscal quarters then ended).



     Section 8.23. Post-Closing Covenant. The Borrower shall deliver the following stock
certificates and stock powers within the time frames set forth herein: (a) by no later than 15
days after the date hereof, a stock certificate representing 100% of the capital stock of Diamond
Management & Technology Consultants NA, Inc., and (b) by no later than 90 days after the date
hereof, a stock certificate representing 65% of the capital stock of Diamond Management &
Technology Consultants Limited.



Section 9. Events of Default and Remedies.




     Section 9.1. Events of Default. Any one or more of the following shall constitute an “Event
of Default” hereunder:




     (a) default in the payment when due of all or any part of the principal of any Loan
(whether at the stated maturity thereof or at any other time provided for in this
Agreement), or default for a period of five (5) Business Days in the payment when due of any
interest, fee or other Obligation payable hereunder or under any other Loan Document or of
any other indebtedness or obligation (whether direct, contingent or otherwise) of the
Borrower owing to the Bank




     (b) default in the observance or performance of any covenant set forth in Sections 8.5,
8.7, 8.8, 8.9, 8.10, 8.12, 8.15, 8.16, 8.21 or 8.22 hereof or of any provision of any Loan
Document requiring the maintenance of insurance on the Collateral subject thereto or dealing
with the use or remittance of proceeds of Collateral; or




     (c) default in the observance or performance of any other provision hereof or of any
other Loan Document which is not remedied within 30 days after the earlier of (i) the date
on which such failure shall first become known to any officer of the Borrower or
(ii) written notice thereof is given to the Borrower by the Bank; or



-32-









 






     (d) any representation or warranty made by the Borrower or any Subsidiary herein or in
any other Loan Document, or in any statement or certificate furnished by it pursuant hereto
or thereto, or in connection with any extension of credit made hereunder, proves untrue in
any material respect as of the date of the issuance or making thereof; or




     (e) (i) any event occurs or condition exists (other than those described in
subsections (a) through (d) above) which is specified as an event of default under any of
the other Loan Documents, or any of the Loan Documents shall for any reason not be or
shall cease to be in full force and effect, or any of the Loan Documents is declared to be
null and void, or (ii) any Subsidiary takes any action for the purpose of terminating,
repudiating or rescinding any Loan Document executed by it or any of its obligations
thereunder, or (iii) any of the Collateral Documents shall for any reason fail to create a
valid and perfected first priority Lien in favor of the Bank in any Collateral purported to
be covered thereby except as expressly permitted by the terms thereof and except as is
solely due to the failure of the Bank to take any action within its sole control; or




     (f) default shall occur under any Indebtedness issued, assumed or guaranteed by the
Borrower or any Subsidiary aggregating more than $500,000, or under any indenture, agreement
or other instrument under which the same may be issued, and such default shall continue for
a period of time sufficient to permit the acceleration of the maturity of any such
Indebtedness (whether or not such maturity is in fact accelerated), or any such Indebtedness
shall not be paid when due (whether by lapse of time, acceleration or otherwise); or




     (g) any judgment or judgments, writ or writs, or warrant or warrants of attachment, or
any similar process or processes in an aggregate amount in excess of $500,000 shall be
entered or filed against the Borrower or any Subsidiary or against any of their Property and
which remains unvacated, unbonded, unstayed or unsatisfied for a period of 30 days; or




     (h) the Borrower or any member of its Controlled Group shall fail to pay when due an
amount or amounts aggregating in excess $500,000 which it shall have become liable to pay to
the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or
Plans having aggregate Unfunded Vested Liabilities in excess of $500,000 (collectively, a
“Material Plan”) shall be filed under Title IV of ERISA by the Borrower or any other member
of its Controlled Group, any plan administrator or any combination of the foregoing; or the
PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee
to be appointed to administer any Material Plan or a proceeding shall be instituted by a
fiduciary of any Material Plan against the Borrower or any member of its Controlled Group to
enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed
within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be terminated; or




     (i) dissolution or termination of the existence of the Borrower or any Domestic
Subsidiary, or any Change of Control shall occur; or



-33-









 






     (j) the Borrower or any Subsidiary shall (i) have entered involuntarily against it an
order for relief under the United States Bankruptcy Code, as amended, (ii) not pay, or admit
in writing its inability to pay, its debts generally as they become due, (iii) make an
assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in,
the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official
for it or any substantial part of its Property, (v) institute any proceeding seeking to have
entered against it an order for relief under the United States Bankruptcy Code, as
amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding filed
against it, (vi) take any action in furtherance of any matter described in parts (i) through
(v) above, or (vii) fail to contest in good faith any appointment or proceeding described in
Section 9.1(k) hereof; or




     (k) a custodian, receiver, trustee, examiner, liquidator or similar official shall be
appointed for the Borrower or any Subsidiary or any substantial part of any of their
Property, or a proceeding described in Section 9.1(j)(v) shall be instituted against the
Borrower or any Subsidiary, and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 60 days.



     Section 9.2. Non-Bankruptcy Defaults. When any Event of Default (other than those described
in subsection (j) or (k) of Section 9.1 with respect to the Borrower) has occurred and is
continuing, the Bank may, by notice to the Borrower, take one or more of the following actions:




     (a) terminate the obligation of the Bank to extend any further credit hereunder on the
date (which may be the date thereof) stated in such notice;




     (b) declare the principal of and the accrued interest on the Note to be forthwith due
and payable and thereupon the Note, including both principal and interest and all fees,
charges and other Obligations payable hereunder and under the other Loan Documents, shall be
and become immediately due and payable without further demand, presentment, protest or
notice of any kind; and




     (c) enforce any and all rights and remedies available to it under the Loan Documents or
applicable law.



     Section 9.3. Bankruptcy Defaults. When any Event of Default described in subsection (j) or
(k) of Section 9.1 with respect to the Borrower has occurred and is continuing, then the Note,
including both principal and interest, and all fees, charges and other Obligations payable
hereunder and under the other Loan Documents, shall immediately become due and payable without
presentment, demand, protest or notice of any kind, and the obligation of the Bank to extend
further credit pursuant to any of the terms hereof shall immediately terminate. In addition, the
Bank may exercise any and all remedies available to it under the Loan Documents or applicable law.



-34-









 





     Section 9.4. Collateral for Undrawn Letters of Credit. When any Event of Default, other than
an Event of Default described in subsection (j) or (k) of Section 9.1 with respect to the Borrower,
has occurred and is continuing, the Borrower shall, upon demand of the Bank, and when any Event of
Default described in subsection (j) or (k) of Section 9.1 with respect to the Borrower has
occurred, the Borrower shall, without notice or demand from the Bank, immediately pay to the Bank
the full
amount of each Letter of Credit then outstanding, the Borrower agreeing to immediately make such
payment and acknowledging and agreeing that the Bank would not have an adequate remedy at law for
failure of the Borrower to honor any such demand and that the Bank shall have the right to require
the Borrower to specifically perform such undertaking whether or not any draws have been made under
any such Letters of Credit.



Section 10. Miscellaneous.




     Section 10.1. Non-Business Days. If any payment hereunder becomes due and payable on a day
which is not a Business Day, the due date of such payment shall be extended to the next succeeding
Business Day on which date such payment shall be due and payable. In the case of any payment of
principal falling due on a day which is not a Business Day, interest on such principal amount shall
continue to accrue during such extension at the rate per annum then in effect, which accrued amount
shall be due and payable on the next scheduled date for the payment of interest.



     Section 10.2. No Waiver, Cumulative Remedies. No delay or failure on the part of the Bank or
on the part of the holder of the Obligations in the exercise of any power or right shall operate as
a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of
any power or right preclude any other or further exercise thereof or the exercise of any other
power or right. The rights and remedies hereunder of the Bank and of the holder of the Obligations
are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise
have.



     Section 10.3. Amendments, Etc. No amendment, modification, termination or waiver of any
provision of this Agreement or of any other Loan Document, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed
by the Bank. No notice to or demand on the Borrower in any case shall entitle the Borrower to any
other or further notice or demand in similar or other circumstances.



     Section 10.4. Costs and Expenses; Indemnification. The Borrower agrees to pay on demand the
costs and expenses of the Bank (i) in connection with the negotiation, preparation, execution and
delivery of this Agreement, the other Loan Documents and the other instruments and documents to be
delivered hereunder or thereunder, and in connection with the recording or filing of any of the
foregoing, and in connection with the transactions contemplated hereby or thereby, and (ii) in
connection with any consents hereunder or waivers or amendments hereto or thereto, including the
reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether
or not the transactions contemplated hereby are consummated); provided, however, that the Borrower
shall not be obligated to pay in excess of $7,000 for legal fees and expenses in connection with
clause (i) above. The Borrower further agrees to pay to the Bank or any other holder of the
Obligations all costs and expenses (including court costs and reasonable



-35-









 







attorneys’ fees), if any,
incurred or paid by the Bank or any other holder of the Obligations in connection with any Default
or Event of Default or in connection with the enforcement of this Agreement or any of the other
Loan Documents or any other instrument or document delivered hereunder or
thereunder (including, without limitation, all such costs and expenses incurred in connection with
any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor).
The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective
directors, officers and employees, against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all expenses of litigation or preparation
therefor, whether or not the indemnified Person is a party thereto) which any of them may pay or
incur arising out of or relating to any Loan Document or any of the transactions contemplated
thereby or the direct or indirect application or proposed application of the proceeds of any
extension of credit made available hereunder, other than those which arise from the gross
negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand
by the Bank at any time, shall reimburse the Bank for any legal or other expenses incurred in
connection with investigating or defending against any of the foregoing except if the same is
directly due to the gross negligence or willful misconduct of the party to be indemnified. The
obligations of the Borrower under this Section shall survive the termination of this Agreement.



     Section 10.5. Documentary Taxes. The Borrower agrees to pay on demand any documentary, stamp
or similar taxes payable in respect of this Agreement or any other Loan Document, including
interest and penalties, in the event any such taxes are assessed, irrespective of when such
assessment is made and whether or not any credit is then in use or available hereunder.



     Section 10.6. Survival of Representations. All representations and warranties made herein or
in any of the other Loan Documents or in certificates given pursuant hereto or thereto shall
survive the execution and delivery of this Agreement and the other Loan Documents, and shall
continue in full force and effect with respect to the date as of which they were made as long as
any credit is in use or available hereunder.



     Section 10.7. Survival of Indemnities. All indemnities and other provisions relative to
reimbursement to the Bank of amounts sufficient to protect the yield of the Bank with respect to
the Loans, including, but not limited to, Sections 2.7 and 2.9 hereof, shall survive the
termination of this Agreement and the payment of the Note.



     Section 10.8. Notices. Except as otherwise specified herein, all notices hereunder shall be
in writing (including, without limitation, notice by telecopy) and shall be given to the relevant
party at its address or telecopier number set forth below, or such other address or telecopier
number as such party may hereafter specify by notice to the other given by courier, by United
States certified or registered mail, by telecopy or by other telecommunication device capable of
creating a written record of such notice and its receipt. Notices hereunder shall be addressed:




-36-












 





	 	 	 	 	 

	 

	 	to the Borrower at:
	 	to the Bank at:
	 
	 	 	 	 
	 

	 	Diamond Management & Technology
	 	Harris N.A.
	 

	 	     Consultants, Inc.
	 	111 West Monroe Street
	 

	 	875 N. Michigan Ave., Suite 3000
	 	Chicago, Illinois 60603
	 

	 	Chicago, Illinois 60611
	 	Attention: Jim Hess
	 

	 	Attention: Chief Financial Officer
	 	Telephone: (312) 461-5026
	 

	 	Telephone: (312) 255-5050
	 	Telecopy: (312) 461-6190
	 

	 	Telecopy: (312) 255-6050	 	 
	 
	 	 	 	 
	 

	 	With a copy of any notice of default to:	 	 
	 
	 	 	 	 
	 

	 	Diamond Management & Technology	 	 
	 

	 	     Consultants, Inc.	 	 
	 

	 	875 N. Michigan Ave., Suite 3000	 	 
	 

	 	Chicago, Illinois 60611	 	 
	 

	 	Attention: General Counsel	 	 
	 

	 	Telephone: (312) 255-5754	 	 
	 

	 	Telecopy: (312) 255-6000	 	 





Each such notice, request or other communication shall be effective (i) if given by telecopier,
when such telecopy is transmitted to the telecopier number specified in this Section and a
confirmation of such telecopy has been received by the sender, (ii) if given by mail, five (5) days
after such communication is deposited in the mail, certified or registered with return receipt
requested, addressed as aforesaid or (iii) if given by any other means, when delivered at the
addresses specified in this Section; provided that any notice given pursuant to Section 1 or
Section 2 hereof shall be effective only upon receipt.




     Section 10.9. Construction. The provisions of this Agreement relating to Subsidiaries shall
only apply during such times as the Borrower has one or more Subsidiaries. Nothing contained
herein shall be deemed or construed to permit any act or omission which is prohibited by the terms
of any of the other Loan Documents, the covenants and agreements contained herein being in addition
to and not in substitution for the covenants and agreements contained in the other Loan
Documents.



     Section 10.10. Headings. Section headings used in this Agreement are for convenience of
reference only and are not a part of this Agreement for any other purpose.



     Section 10.11. Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any other jurisdiction.



     Section 10.12. Counterparts. This Agreement may be executed in any number of counterparts,
and by different parties hereto on separate counterpart signature pages, and all such counterparts
taken together shall be deemed to constitute one and the same instrument.



-37-









 





     Section 10.13. Binding Nature, Governing Law, Etc. This Agreement shall be binding upon the
Borrower and its successors and assigns, and shall inure to the benefit of the Bank and the benefit
of its successors and assigns, including any subsequent holder of the Obligations. The Borrower
may not assign its rights hereunder without the written consent of the Bank. This Agreement
constitutes the entire understanding of the parties with respect to the subject matter hereof and
any prior agreements, whether written or oral, with respect thereto are superseded hereby.
This Agreement and the rights and duties of the parties hereto shall be governed by, and
construed in accordance with, the internal laws of the State of Illinois without regard to
principles of conflicts of laws.



     Section 10.14. Submission to Jurisdiction; Waiver of Jury Trial. The Borrower hereby submits
to the nonexclusive jurisdiction of the United States District Court for the Northern District of
Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all legal
proceedings arising out of or relating to this Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby. The Borrower irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any such proceeding brought
in such a court has been brought in an inconvenient forum. The Borrower and the Bank hereby
irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or
relating to any Loan Document or the transactions contemplated thereby.



       Section 10.15. USA Patriot Act. The Bank hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify, and record information that
identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow the Bank to identify the Borrower in accordance with the Act.



[Signature Page to Follow]




-38-









 





     This Credit Agreement is entered into between us for the uses and purposes hereinabove set
forth as of the date first above written.



	 	 	 	 	 
	 	“Borrower”



Diamond Management & Technology 

     Consultants, Inc.

 	 
	 	By  	
 	 
	 	 	Name 	 	 
	 	 	Title 	 	 
	 
	 	“Bank”



Harris N.A.

 	 
	 	By  	
 	 
	 	 	Name 	 	 
	 	 	Title 	 	 
	 




S-1









 





Exhibit A

Revolving Note




			
	 	 	 
	 
	 	Chicago, Illinois
	$12,500,000
	 	July 31, 2009






     On the Termination Date, for value received, the undersigned, Diamond Management & Technology
Consultants, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of
Harris N.A. (the “Bank”) at its office at 111 West Monroe Street, Chicago, Illinois, the
principal sum of (i) Twelve Million Five Hundred Thousand and no/100 Dollars
($12,500,000), or (ii) such lesser amount as may at the time of the maturity hereof, whether by
acceleration or otherwise, be the aggregate unpaid principal amount of all Loans owing from the
Borrower to the Bank under the Revolving Credit provided for in the Credit Agreement hereinafter
mentioned.



     This Note evidences Loans made and to be made to the Borrower by the Bank under the Revolving
Credit provided for under that certain Credit Agreement dated as of July 31, 2009, between the
Borrower and the Bank (said Credit Agreement, as the same may be amended, modified or restated from
time to time, being referred to herein as the “Credit Agreement”), and the Borrower hereby promises
to pay interest at the office described above on such Loans evidenced hereby at the rates and at
the times and in the manner specified therefor in the Credit Agreement.



     This Note is issued by the Borrower under the terms and provisions of the Credit Agreement and
is secured by, among other things, the Collateral Documents, and this Note and the holder hereof
are entitled to all of the benefits and security provided for thereby or referred to therein, to
which reference is hereby made for a statement thereof. This Note may be declared to be, or be and
become, due prior to its expressed maturity, and voluntary prepayments may be made hereon, all in
the events, on the terms and with the effects provided in the Credit Agreement. All capitalized
terms used herein without definition shall have the same meanings herein as such terms are defined
in the Credit Agreement.



     The Borrower hereby promises to pay all costs and expenses (including reasonable attorneys’
fees) suffered or incurred by the holder hereof in collecting this Note or enforcing any rights in
any collateral therefor. The Borrower hereby waives presentment for payment and demand. This
Note shall be construed in accordance with, and governed by, the internal laws of the State of
Illinois without regard to principles of conflicts of laws.



	 	 	 	 	 
	 	Diamond Management & Technology 

     Consultants, Inc.

 	 
	 	By  	
 	 
	 	 	Name 	 	 
	 	 	Title 	 	 
	 
















 





Exhibit B




Diamond Management & Technology Consultants, Inc.

Compliance Certificate


To: Harris N.A.




     This Compliance Certificate is furnished to Harris N.A. (the “Bank”) pursuant to that
certain Credit Agreement dated as of July 31, 2009, between Diamond Management & Technology
Consultants, Inc. and the Bank (the “Credit Agreement”). Unless otherwise defined herein, the
terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit
Agreement.



     The Undersigned hereby certifies that:




     1. I am the duly elected                                                             
 of the Borrower;




     2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to
be made under my supervision, a detailed review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements;




     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge
of, the existence of any condition or the occurrence of any event which constitutes a
Default or Event of Default during or at the end of the accounting period covered by the
attached financial statements or as of the date of this Certificate, except as set forth
below;




     4. The financial statements required by Section 8.5 of the Credit Agreement and being
furnished to you concurrently with this certificate are, to the best of my knowledge, true,
correct and complete as of the dates and for the periods covered thereby; and




     5. The Attachment hereto sets forth financial data and computations evidencing the
Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and
computations are, to the best of my knowledge, true, complete and correct and have been made
in accordance with the relevant Sections of the Credit Agreement.



     Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature
of the condition or event, the period during which it has existed and the action which the Borrower
has taken, is taking, or proposes to take with respect to each such condition or event:



 









 





	 	 	 	 	 

	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 





     The foregoing certifications, together with the computations set forth in the Attachment
hereto and the financial statements delivered with this Certificate in support hereof, are made and
delivered this                      day of                                         , ___.



	 	 	 	 	 	 	 	 	 

	 	 	Diamond Management & Technology Consultants, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name
	 	 
 

	 	 
	 

	 	 	 	Title
	 	 
 

	 	 






-2-









 






Attachment to Compliance Certificate

Diamond Management & Technology Consultants, Inc.




Compliance Calculations for Credit Agreement

Dated as of July 31, 2009

Calculations as of                     , ___



	 	 	 	 	 

	A. Minimum Net Worth (Section 8.21)
	 	 	 	 
	 
	 	 	 	 
	1. Net Worth
	 	$	 	 
	2. Net Worth shall not be less than
	 	$	30,000,000	 
	3. Borrower is in compliance? (circle yes or
no)
	 	yes/no
	 
	 	 	 	 
	B. Interest Coverage Ratio (Section 8.22)
	 	 	 	 
	 
	 	 	 	 
	1. Net Income for past 4 fiscal quarters*
	 	$	 	 
	2. Interest Expense for past 4 fiscal
quarters*
	 	$	 	 
	3. Federal, state and local income taxes for past
	 	 	 	 
	4 fiscal quarters*
	 	$	 	 
	4. Sum of Lines B1-B3 (EBIT)
	 	$	 	 
	5. Ratio of Line B4 to Line B2
	 	 	____ : 1.0	 
	6. Line B5 Ratio shall not be less than
	 	 	1.50 : 1.0	 
	7. Borrower is in compliance? (circle yes or no)
	 	yes/no








 




			
	*	 	For the fiscal quarters ending September 30, 2009 and
December 31, 2009 calculation of these amounts shall be since April 1, 2009
(instead of for the past 4 fiscal quarters)




 









 










Schedule 5.1




Excluded Accounts



1.) 470920 — MONEY MARKET FUND


2.) 847-53286 — MONEY MARKET FUND


3.) 335060101202- MONEY MARKET FUND


4.) 13092937 — MONEY MARKET FUND


5.) CP 12054 DE — MONEY MARKET FUND


6.) 00702979972 — MONEY MARKET FUND




 









 





Schedule 6.2




Subsidiaries



	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of 	 	Percentage 	 	 
	Name	 	Incorporation	 	Ownership	 	Owner
	Diamond Management & Technology
Consultants NA, Inc. (“NA”)

	 	Illinois
	 	 	100	%	 	Borrower
	 
	 	 	 	 	 	 	 	 
	Diamond Partners Limited (“DPL”)

	 	United Kingdom
	 	 	100	%	 	Borrower
	 
	 	 	 	 	 	 	 	 
	Diamond Management & Technology
Consultants Pvt. Ltd.

	 	India
	 	 	99

1	%

%	 	NA

Borrower
	 
	 	 	 	 	 	 	 	 
	Diamond Management & Technology 

Consultants Limited

	 	United Kingdom
	 	 	80.2

19.8	%

%	 	DPL

Borrower