<Page>


                                                                   EXHIBIT 10.44

                           REVOLVING CREDIT AGREEMENT

                          dated as of October 29, 2001

                                      among

                            PEREGRINE SYSTEMS, INC.,

      FLEET NATIONAL BANK AND THE OTHER LENDERS LISTED ON SCHEDULE 1 HERETO

                                       and

                  FLEET NATIONAL BANK, as Administrative Agent,

              with FLEET SECURITIES, INC. having acted as Arranger
               UNION BANK OF CALIFORNIA and BANK OF AMERICA, N.A.
                          as Co-Syndication Agents, and
                 COMERICA BANK and KEYBANK NATIONAL ASSOCIATION
                           as Co-Documentation Agents

<Page>

                                TABLE OF CONTENTS

1.   DEFINITIONS AND RULES OF INTERPRETATION..................................1
         1.1.   DEFINITIONS...................................................1
         1.2.   RULES OF INTERPRETATION.......................................21

2.   THE REVOLVING CREDIT FACILITY............................................22
         2.1.   COMMITMENT TO LEND............................................22
         2.2.   COMMITMENT FEE................................................22
         2.3.   REDUCTION OF TOTAL COMMITMENT.................................22
         2.4.   THE REVOLVING CREDIT NOTES....................................23
         2.5.   INTEREST ON REVOLVING CREDIT LOANS............................23
         2.6.   REQUESTS FOR REVOLVING CREDIT LOANS...........................23
         2.7.   CONVERSION OPTIONS............................................24
                  2.7.1.   CONVERSION TO DIFFERENT TYPE OF REVOLVING
                           CREDIT LOAN........................................24
                  2.7.2.   CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN......24
                  2.7.3.   EURODOLLAR RATE LOANS..............................25
         2.8.   FUNDS FOR REVOLVING CREDIT LOAN...............................25
                  2.8.1.   FUNDING PROCEDURES.................................25
                  2.8.2.   ADVANCES BY ADMINISTRATIVE AGENT...................25

3.   REPAYMENT OF THE REVOLVING CREDIT LOANS..................................26
         3.1.   MATURITY......................................................26
         3.2.   MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS................26
                  3.2.1.   GENERAL............................................26
                  3.2.2.   PROCEEDS OF CERTAIN EVENTS.........................26
         3.3.   OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS.................27

4.   LETTERS OF CREDIT........................................................28
         4.1.   LETTER OF CREDIT COMMITMENTS..................................28
                  4.1.1.   COMMITMENT TO ISSUE LETTERS OF CREDIT..............28
                  4.1.2.   LETTER OF CREDIT APPLICATIONS......................28
                  4.1.3.   TERMS OF LETTERS OF CREDIT.........................28
                  4.1.4.   REIMBURSEMENT OBLIGATIONS OF LENDERS...............29
                  4.1.5.   PARTICIPATIONS OF LENDERS..........................29
         4.2.   REIMBURSEMENT OBLIGATION OF THE BORROWER......................29
         4.3.   LETTER OF CREDIT PAYMENTS.....................................30
         4.4.   OBLIGATIONS ABSOLUTE..........................................30
         4.5.   RELIANCE BY ISSUER............................................31
         4.6.   LETTER OF CREDIT FEE..........................................31

5.   CERTAIN GENERAL PROVISIONS...............................................32
         5.1.   STRUCTURING AND ADVISORY FEES.................................32
         5.2.   ADMINISTRATIVE AGENT'S FEE....................................32
         5.3.   FUNDS FOR PAYMENTS............................................32
                  5.3.1.   PAYMENTS TO ADMINISTRATIVE AGENT...................32

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                                      -ii-


                  5.3.2.   NO OFFSET, ETC.....................................32
                  5.3.3.   NON-U.S. LENDERS...................................33
         5.4.   COMPUTATIONS..................................................34
         5.5.   INABILITY TO DETERMINE EURODOLLAR RATE........................34
         5.6.   ILLEGALITY....................................................35
         5.7.   ADDITIONAL COSTS, ETC.........................................35
         5.8.   CAPITAL ADEQUACY..............................................36
         5.9.   CERTIFICATE...................................................37
         5.10.   INDEMNITY....................................................37
         5.11.   INTEREST AFTER DEFAULT.......................................37
                  5.11.1.   OVERDUE AMOUNTS...................................37
                  5.11.2.   AMOUNTS NOT OVERDUE...............................38
         5.12.   REPLACEMENT OF LENDERS.......................................38

6.   COLLATERAL SECURITY AND GUARANTIES.......................................38
         6.1.   SECURITY OF BORROWER..........................................38
         6.2.   GUARANTIES AND SECURITY OF SUBSIDIARIES.......................39

7.   REPRESENTATIONS AND WARRANTIES...........................................39
         7.1.   CORPORATE AUTHORITY...........................................39
                  7.1.1.   INCORPORATION; GOOD STANDING.......................39
                  7.1.2.   AUTHORIZATION......................................39
                  7.1.3.   ENFORCEABILITY.....................................40
         7.2.   GOVERNMENTAL APPROVALS........................................40
         7.3.   TITLE TO PROPERTIES; LEASES...................................40
         7.4.   FINANCIAL STATEMENTS AND PROJECTIONS..........................40
                  7.4.1.   FISCAL YEAR........................................40
                  7.4.2.   FINANCIAL STATEMENTS...............................40
                  7.4.3.   PROJECTIONS........................................41
                  7.4.4.   SOLVENCY...........................................41
         7.5.   NO MATERIAL ADVERSE CHANGES, ETC..............................41
         7.6.   FRANCHISES, PATENTS, COPYRIGHTS, ETC..........................41
         7.7.   LITIGATION....................................................41
         7.8.   NO MATERIALLY ADVERSE CONTRACTS, ETC..........................42
         7.9.   COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC..................42
         7.10.   TAX STATUS...................................................42
         7.11.   NO EVENT OF DEFAULT..........................................42
         7.12.   HOLDING COMPANY AND INVESTMENT COMPANY ACTS..................42
         7.13.   ABSENCE OF FINANCING STATEMENTS, ETC.........................42
         7.14.   PERFECTION OF SECURITY INTEREST..............................43
         7.15.   CERTAIN TRANSACTIONS.........................................43
         7.16.   EMPLOYEE BENEFIT PLANS.......................................43
                  7.16.1.  IN GENERAL.........................................43
                  7.16.2.  TERMINABILITY OF WELFARE PLANS.....................43
                  7.16.3.  GUARANTEED PENSION PLANS...........................44
                  7.16.4.  MULTIEMPLOYER PLANS................................44
         7.17.   USE OF PROCEEDS..............................................44

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                                     -iii-


                  7.17.1.  GENERAL............................................44
                  7.17.2.  REGULATIONS U AND X................................44
                  7.17.3.  INELIGIBLE SECURITIES..............................45
         7.18.   ENVIRONMENTAL COMPLIANCE.....................................45
         7.19.   SUBSIDIARIES, ETC............................................46
         7.20.   BANK ACCOUNTS................................................47
         7.21.   DISCLOSURE...................................................47
         7.22.   INSURANCE....................................................47
         7.23.   STATUS OF REVOLVING CREDIT LOANS AS SENIOR DEBT..............47

8.   AFFIRMATIVE COVENANTS....................................................47
         8.1.   PUNCTUAL PAYMENT..............................................48
         8.2.   MAINTENANCE OF OFFICE.........................................48
         8.3.   RECORDS AND ACCOUNTS..........................................48
         8.4.   FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION............48
         8.5.   NOTICES.......................................................49
                  8.5.1.   DEFAULTS...........................................49
                  8.5.2.   ENVIRONMENTAL EVENTS...............................50
                  8.5.3.   NOTIFICATION OF CLAIM AGAINST COLLATERAL...........50
                  8.5.4.   NOTICE OF LITIGATION AND JUDGMENTS.................50
         8.6.   LEGAL EXISTENCE; MAINTENANCE OF PROPERTIES....................50
         8.7.   INSURANCE.....................................................51
         8.8.   TAXES.........................................................51
         8.9.   INSPECTION OF PROPERTIES AND BOOKS, ETC.......................51
         8.10.   COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS.......51
         8.11.   EMPLOYEE BENEFIT PLANS.......................................52
         8.12.   USE OF PROCEEDS..............................................52
         8.13.   BANK ACCOUNTS................................................52
         8.14.   FAIR LABOR STANDARDS ACT.....................................52
         8.15.   ADDITIONAL SUBSIDIARIES......................................52
         8.16.   NEW GUARANTORS...............................................53
         8.17.   STATUS OF REVOLVING CREDIT LOAN AS SENIOR DEBT...............53
         8.18.   FOREIGN SUBSIDIARY GUARANTEES AND PLEDGES....................53
         8.19.   FURTHER ASSURANCES...........................................54

9.   CERTAIN NEGATIVE COVENANTS...............................................54
         9.1.   RESTRICTIONS ON INDEBTEDNESS..................................54
         9.2.   RESTRICTIONS ON LIENS.........................................57
         9.3.   RESTRICTIONS ON INVESTMENTS...................................59
         9.4.   RESTRICTED PAYMENTS...........................................61
         9.5.   MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS...............61
                  9.5.1.   MERGERS AND ACQUISITIONS...........................61
                  9.5.2.   DISPOSITION OF ASSETS..............................62
         9.6.   SALE AND LEASEBACK............................................62
         9.7.   COMPLIANCE WITH ENVIRONMENTAL LAWS............................63
         9.8.   EMPLOYEE BENEFIT PLANS........................................63
         9.9.   BUSINESS ACTIVITIES...........................................64

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                                      -iv-


         9.10.   FISCAL YEAR..................................................64
         9.11.   TRANSACTIONS WITH AFFILIATES.................................64
         9.12.   BANK ACCOUNTS................................................64
         9.13.   INCONSISTENT AGREEMENTS......................................64
         9.14.   SUBORDINATED DEBT............................................64

10.   FINANCIAL COVENANTS.....................................................65
         10.1.   LEVERAGE RATIO...............................................65
         10.2.   QUICK RATIO..................................................65
         The Borrower will not permit the ratio of Consolidated Quick
         Assets to Consolidated Current Liabilities at any time to be
         less than 1.25:1.00..................................................65
         10.3.   SENIOR FUNDED DEBT TO EBITDA.................................65
         10.4.   MINIMUM EBITDA...............................................65

11.   CLOSING CONDITIONS......................................................65
         11.1.   LOAN DOCUMENTS...............................................66
         11.2.   CERTIFIED COPIES OF GOVERNING DOCUMENTS......................66
         11.3.   CORPORATE OR OTHER ACTION....................................66
         11.4.   INCUMBENCY CERTIFICATE.......................................66
         11.5.   VALIDITY OF LIENS............................................66
         11.6.   PERFECTION CERTIFICATES AND UCC SEARCH RESULTS...............66
         11.7.   CERTIFICATES OF INSURANCE....................................66
         11.8.   SOLVENCY CERTIFICATE.........................................67
         11.9.   OPINION OF COUNSEL...........................................67
         11.10.   PAYMENT OF FEES.............................................67
         11.11.   REQUIRED CONSENTS AND APPROVALS.............................67
         11.12.   PAYOFF LETTER...............................................67

12.   CONDITIONS TO ALL BORROWINGS............................................67
         12.1.   REPRESENTATIONS TRUE; NO EVENT OF DEFAULT....................67
         12.2.   NO LEGAL IMPEDIMENT..........................................68
         12.3.   PROCEEDINGS AND DOCUMENTS....................................68
         12.4.   GOVERNMENTAL REGULATION......................................68

13.   EVENTS OF DEFAULT; ACCELERATION; ETC....................................68
         13.1.   EVENTS OF DEFAULT AND ACCELERATION...........................68
         13.2.   TERMINATION OF COMMITMENTS...................................71
         13.3.   REMEDIES.....................................................71
         13.4.   DISTRIBUTION OF COLLATERAL PROCEEDS..........................72

14.   THE ADMINISTRATIVE AGENT................................................73
         14.1.   AUTHORIZATION................................................73
         14.2.   EMPLOYEES AND ADMINISTRATIVE AGENTS..........................74
         14.3.   NO LIABILITY.................................................74
         14.4.   NO REPRESENTATIONS...........................................74
                  14.4.1.   GENERAL...........................................74
                  14.4.2.   CLOSING DOCUMENTATION, ETC........................74
         14.5.   PAYMENTS.....................................................75
                  14.5.1.   PAYMENTS TO ADMINISTRATIVE AGENT..................75

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                                      -v-


                  14.5.2.   DISTRIBUTION BY ADMINISTRATIVE AGENT..............75
                  14.5.3.   DELINQUENT LENDERS................................75
         14.6.   HOLDERS OF REVOLVING CREDIT NOTES............................76
         14.7.   INDEMNITY....................................................76
         14.8.   ADMINISTRATIVE AGENT AS LENDER...............................76
         14.9.   RESIGNATION..................................................76
         14.10.   NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT..............77
         14.11.   DUTIES IN THE CASE OF ENFORCEMENT...........................77

15.   ASSIGNMENT AND PARTICIPATION............................................77
         15.1.   CONDITIONS TO ASSIGNMENT BY LENDERS..........................77
                  15.1.1.   GENERAL CONDITIONS................................77
                  15.1.2.   ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE.....78
         15.2.   CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS;
                 COVENANTS....................................................
         15.3.   REGISTER.....................................................80
         15.4.   NEW REVOLVING CREDIT NOTES...................................80
         15.5.   PARTICIPATIONS...............................................81
         15.6.   ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER.........81
         15.7.   MISCELLANEOUS ASSIGNMENT PROVISIONS..........................82
         15.8.   ASSIGNMENT BY BORROWER.......................................82

16.   PROVISIONS OF GENERAL APPLICATIONS......................................82
         16.1.   SETOFF.......................................................82
         16.2.   EXPENSES.....................................................83
         16.3.   INDEMNIFICATION..............................................84
         16.4.   TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION................84
                  16.4.1.   CONFIDENTIALITY...................................85
                  16.4.2.   PRIOR NOTIFICATION................................85
                  16.4.3.   OTHER.............................................85
         16.5.   SURVIVAL OF COVENANTS, ETC...................................86
         16.6.   NOTICES......................................................86
         16.7.     GOVERNING LAW..............................................87
         16.8.   HEADINGS.....................................................87
         16.9.   COUNTERPARTS.................................................87
         16.10.   ENTIRE AGREEMENT, ETC.......................................87
         16.11.   WAIVER OF JURY TRIAL........................................88
         16.12.   CONSENTS, AMENDMENTS, WAIVERS, ETC..........................88
         16.13.   SEVERABILITY................................................89

                                    EXHIBITS

EXHIBIT A                  Form of Borrowing Base Report
EXHIBIT B                  Form of Revolving Credit Note
EXHIBIT C                  Form of Loan Request
EXHIBIT D                  Form of Compliance Certificate

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                                      -vi-


EXHIBIT E                  Assignment and Acceptance

                                    SCHEDULES

SCHEDULE 1                 Lenders and Commitments

<Page>

                           REVOLVING CREDIT AGREEMENT

      This REVOLVING CREDIT AGREEMENT is made as of October 29, 2001, by and
among PEREGRINE SYSTEMS, INC. (the "BORROWER"), a Delaware corporation having
its principal place of business at 3611 Valley Center, 5th Floor, San Diego,
California 92130, and FLEET NATIONAL BANK, a national banking association and
the other lending institutions listed on SCHEDULE 1 and FLEET NATIONAL BANK as
administrative agent for itself and such other lending institutions.

                   1. DEFINITIONS AND RULES OF INTERPRETATION.

      1.1. DEFINITIONS. The following terms shall have the meanings set forth in
this ss.1 or elsewhere in the provisions of this Credit Agreement referred to
below:

      ACCOUNTS RECEIVABLE. All rights of the Borrower or any of its Subsidiaries
to payment for goods sold, leased or otherwise marketed in the ordinary course
of business and all rights of the Borrower or any of its Subsidiaries to payment
for services rendered in the ordinary course of business and all sums of money
or other proceeds due thereon pursuant to transactions with account debtors,
except for that portion of the sum of money or other proceeds due thereon that
relate to use or property taxes in conjunction with such transactions, recorded
on books of account in accordance with GAAP.

      ADJUSTMENT DATE. The first day of the month immediately following the
month in which a Compliance Certificate is to be delivered by the Borrower
pursuant to ss.8.4(c).

      ADMINISTRATIVE AGENT'S OFFICE. The Administrative Agent's office located
at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as
the Administrative Agent may designate from time to time.

      ADMINISTRATIVE AGENT. Fleet National Bank, acting as agent for the Lenders
and each other Person appointed as the successor Administrative Agent in
accordance with ss.15.9.

      ADMINISTRATIVE AGENT'S SPECIAL COUNSEL. Bingham Dana LLP or such other
counsel as may be approved by the Administrative Agent.

      AFFILIATE. Any Person which, directly or indirectly, controls, is
controlled by or is under common control with the Borrower. "Control" of the
Borrower means the power, directly or indirectly, (a) to vote ten percent (10%)
or more of the Capital Stock (on a fully diluted basis) of the Borrower having
ordinary voting power for the election of directors, managing members or general
partners (as applicable); or (b) to direct or cause the direction of the
management and policies of the Borrower (whether through the ownership of voting
securities or by contract or otherwise).

      APPLICABLE MARGIN. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "RATE

<Page>
                                      -2-


ADJUSTMENT PERIOD"), the Applicable Margin shall be the applicable margin set
forth below with respect to the Leverage Ratio, as determined for the Reference
Period of the Borrower and its Subsidiaries ending on the fiscal quarter ended
immediately prior to the applicable Rate Adjustment Period.

<Table>
<Caption>
--------------------------------------------------------------------------------

                                BASE                 LETTER OF
                                RATE    EURODOLLAR    CREDIT
LEVEL       LEVERAGE RATIO      LOANS   RATE LOANS     FEES      COMMITMENT FEE
--------------------------------------------------------------------------------
<S>     <C>                       <C>     <C>          <C>           <C>
  I     Greater than or equal
        to 2.00:1.00              0%      2.25%        2.25%         .50%
--------------------------------------------------------------------------------
 II     Less than 2.00:1.00
        but greater than or
        equal to 1.50:1.00        0%      1.75%        1.75%         .50%
--------------------------------------------------------------------------------
 III    Less than 1.50:1.00
        but greater than or
        equal to 1.00:1.00        0%      1.50%        1.50%        .375%
--------------------------------------------------------------------------------
 IV     Less than 1.00:1.00       0%      1.25%        1.25%        .375%
--------------------------------------------------------------------------------
</Table>

      Notwithstanding the foregoing, (a) for the Revolving Credit Loans
outstanding and the Letter of Credit Fees and the Commitment Fee payable
during the period commencing on the Closing Date through the date immediately
preceding the first Adjustment Date to occur after the fiscal quarter ending
March 30, 2002, the Applicable Margin shall not be lower than the Applicable
Margin set forth in Level II above (except for the Applicable Margin on any
Revolving Credit Loans made from the Closing Date through November 11, 2001,
which shall be at Level II above until the applicable Interest Period
therefor expires and then shall be governed by this paragraph (a)), and (b)
if the Borrower fails to deliver any Compliance Certificate pursuant to
Section 8.4(c) hereof then, for the period commencing on the next Adjustment
Date to occur subsequent to such failure through the date immediately
following the date on which such Compliance Certificate is delivered, the
Applicable Margin shall be the highest Applicable Margin set forth above.

      APPLICABLE PENSION LEGISLATION. At any time, any pension or retirement
benefits legislation (be it national, federal, provincial, territorial or
otherwise) then applicable to the Borrower or any of its Subsidiaries.

      ARRANGEMENT FEE. See ss.5.1

      ARRANGER. Fleet Securities, Inc.

      ASSET SALE. Any one or series of related transactions in which the
Borrower or any of its Subsidiaries conveys, sells, leases, licenses or
otherwise disposes of, directly or indirectly, any of its properties, businesses
or assets (including the sale or issuance of capital stock of any Subsidiary
other than to the Borrower or any Subsidiary of the Borrower) whether owned on
the Closing Date or thereafter acquired.

      ASSIGNMENT AND ACCEPTANCE. See ss.15.1.

      BALANCE SHEET DATE. March 31, 2001.

<Page>
                                      -3-


      BASE RATE. The higher of (a) the variable annual rate of interest so
designated from time to time by Fleet as its "prime rate", such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer, and (b) one-half of one percent (0.50%) above the
Federal Funds Effective Rate. For the purposes of this definition, "FEDERAL
FUNDS EFFECTIVE RATE" shall mean for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent. Changes in the Base Rate resulting from any changes in
Fleet's "PRIME RATE" shall take place immediately without notice or demand of
any kind.

      BASE RATE LOANS. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate.

      BORROWER. As defined in the preamble hereto.

      BUSINESS DAY. Any day other than a Saturday or Sunday on which banking
institutions in Boston, Massachusetts, are open for the transaction of banking
business and, in the case of Eurodollar Rate Loans, also a day which is a
Eurodollar Business Day.

      CAPITALIZED LEASES. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.

      CAPITAL STOCK. Any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing, other than
convertible debt securities (including, without limitation, the Subordinated
Notes) which have not been converted into shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation or any
and all equivalent ownership interests in a Person (other than a corporation).

      CASH EQUIVALENTS. As to the Borrower and its Subsidiaries, (a) securities
issued or directly and fully guaranteed or insured by the United States of
America and having a maturity of not more than one (1) year from the date of
acquisition; (b) certificates of deposit, time deposits and eurodollar time
deposits with maturities of one (1) year or less from the date of acquisition,
bankers' acceptances with maturities not exceeding six (6) months and overnight
bank deposits, in each case, (i) with any Lenders or (ii) with any domestic
commercial bank organized under the laws of the United States of America or any
state thereof, in each case having a rating of not less than A or its equivalent
by S&P or any successor and having capital and surplus in excess of

<Page>
                                      -4-


$500,000,000; (c) repurchase obligations with a term of not more than thirty
(30) days for underlying securities of the types described in clauses (a) and
(b) above; (d) marketable direct obligations issued by the District of Columbia
or any State of the United States or any political subdivision of any such State
or any public instrumentality thereof maturing within one (1) year from the date
of acquisition and, at the time of acquisition, having a rating of at least A
from either S&P or Moody's; (e) any commercial paper or finance company paper
issued by (i) any Lender or any holding company controlling any Lender or (ii)
any other Person that is rated not less than "P-2" or "A-2" or their equivalents
by Moody's or S&P or their successors; and (f) corporate bonds maturing within
one (1) year from the date of acquisition and, at the time of acquisition,
having a rating of not less than "A" or "A2" or their equivalents by Moody's or
S&P or their successors.

      CASH MANAGEMENT FOREIGN SUBSIDIARIES. As defined in the definition of
"Foreign Subsidiary Cash Management Arrangement".

      CASH MANAGEMENT GUARANTEES. As defined in the definition of "Foreign
Subsidiary Cash Management Arrangement".

      CASH MANAGEMENT LIENS. As defined in the definition of "Foreign Subsidiary
Cash Management Arrangement".

      CASH MANAGEMENT SETOFF RIGHTS. As defined in the definition of "Foreign
Subsidiary Cash Management Arrangement".

      CERCLA. See ss.8.18(a).

      CHANGE OF CONTROL. An event or series of events by which either (a) any
person or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934) shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under said Act), directly or indirectly, of thirty percent (30%) or
more of the outstanding shares of Capital Stock of the Borrower; or, during any
period of twelve consecutive calendar months, individuals who were directors of
the Borrower on the first day of such period shall cease to constitute a
majority of the board of directors of the Borrower or (b) the Borrower shall at
any time, legally or beneficially own less than 100% of the Capital Stock of any
Guarantor.

      CLOSING DATE. The first date on which the conditions set forth in ss.11
have been satisfied and any Revolving Credit Loans are to be made or any Letter
of Credit is to be issued hereunder.

      CODE. The Internal Revenue Code of 1986.

      COLLATERAL. All of the property, rights and interests of the Borrower and
the Guarantors that are or are intended to be subject to the Liens created by
the Security Documents.

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                                      -5-


      COMMITMENT. With respect to each Lender, the amount set forth on SCHEDULE
1 hereto as the amount of such Lender's commitment to make Revolving Credit
Loans to, and to participate in the issuance, extension and renewal of Letters
of Credit for the account of, the Borrower, as the same may be reduced from time
to time; or if such commitment is terminated pursuant to the provisions hereof,
zero.

      COMMITMENT FEE. See ss.2.2.

      COMMITMENT PERCENTAGE. With respect to each Lender, the percentage set
forth on SCHEDULE 1 hereto as such Lender's percentage of the aggregate
Commitments of all of the Lenders.

      COMPLIANCE CERTIFICATE. See ss.8.4(c).

      CONSOLIDATED OR CONSOLIDATED. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with GAAP.

      CONSOLIDATED CURRENT LIABILITIES. All liabilities (including deferred
revenues) and other Indebtedness of the Borrower and its Subsidiaries on a
consolidated basis maturing on demand or within one (1) year from the date as of
which Consolidated Current Liabilities are to be determined, and such other
liabilities as may properly be classified as current liabilities in accordance
with GAAP, PLUS, without duplication, as of any date of determination occurring
on or after June 30, 2002, the sum of (a) the aggregate principal amount of all
Revolving Credit Loans outstanding on such date PLUS (b) all Unpaid
Reimbursement Obligations outstanding on such date PLUS (c) the Maximum Drawing
Amount of all issued and outstanding Letters of Credit on such date; PROVIDED,
HOWEVER, for purposes of this definition, twenty five percent (25%) of the
Borrower's and its Subsidiaries' deferred revenues shall not be considered a
liability.

      CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or
deficit) of any Person and its Subsidiaries, after deduction of all expenses,
taxes, and other proper charges, determined in accordance with GAAP, after
eliminating therefrom all extraordinary nonrecurring items of income.

      CONSOLIDATED QUICK ASSETS. All cash, Cash Equivalents and Accounts
Receivable of the Borrower and its Subsidiaries on a consolidated basis that, in
accordance with GAAP, are properly classified as current assets, PROVIDED that
Accounts Receivable shall be included only if good and collectible as determined
by the Borrower in accordance with established practice consistently applied;
and such Accounts Receivable shall be taken at their face value less reserves
determined to be sufficient in accordance with GAAP.

      CONSOLIDATED TOTAL FUNDED DEBT. With respect to the Borrower and its
Subsidiaries, the sum, without duplication, of (a) the aggregate amount of
Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis,
relating to (i) the borrowing of money or the obtaining of credit, including the
issuance of notes or bonds

<Page>
                                      -6-


(but excluding any Indebtedness consisting of the sale by the Borrower of its
Accounts Receivable and other rights to receive payments pursuant to a
nonrecourse purchase facility existing on the Closing Date and permitted by
ss.9.1(i) hereof), (ii) the deferred purchase price of assets (other than trade
payables incurred in the ordinary course of business), (iii) any Synthetic
Leases or any Capitalized Leases, and (iv) the maximum drawing amount of all
letters of credit outstanding and bankers acceptances PLUS (b) Indebtedness of
the type referred to in clause (a) of another Person (other than the Borrower or
any of its Subsidiaries) guaranteed by the Borrower or any of its Subsidiaries.

      CONSOLIDATED TOTAL INTEREST EXPENSE. For any Person for any period, the
aggregate amount of interest required to be paid or accrued by a Person and its
Subsidiaries during such period on all Indebtedness of such Person and its
Subsidiaries outstanding during all or any part of such period, whether such
interest was or is required to be reflected as an item of expense or
capitalized, including payments consisting of interest in respect of any
Capitalized Lease or any Synthetic Lease, and including commitment fees, agency
fees, facility fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money.

      CONVERSION REQUEST. A notice given by the Borrower to the Administrative
Agent of the Borrower's election to convert or continue a Revolving Credit Loan
in accordance with ss.2.7.

      CREDIT AGREEMENT. This Revolving Credit Agreement, including the Schedules
and Exhibits hereto.

      DEFAULT. See ss.13.1.

      DELINQUENT LENDER. See ss.14.5.3.

      DISCLOSURE LETTER. The Disclosure Letter dated as of the Closing Date from
the Borrower to the Administrative Agent and each Lender.

      DISTRIBUTION. The declaration or payment of any dividend on or in respect
of any shares of any class of Capital Stock of the Borrower, other than
dividends payable solely in shares of common stock of the Borrower; the
purchase, redemption, defeasance, retirement or other acquisition of any shares
of any class of Capital Stock of the Borrower, directly or indirectly through a
Subsidiary of the Borrower or otherwise (including the setting apart of assets
for a sinking or other analogous fund to be used for such purpose); the return
of capital by the Borrower to its shareholders as such; or any other
distribution on or in respect of any shares of any class of Capital Stock of the
Borrower.

      DOLLARS or $. Dollars in lawful currency of the United States of America.

<Page>
                                      -7-


      DOMESTIC LENDING OFFICE. Initially, the office of each Lender designated
as such in SCHEDULE 1 hereto; thereafter, such other office of such Lender, if
any, located within the United States that will be making or maintaining Base
Rate Loans.

      DOMESTIC SUBSIDIARY. Any Subsidiary which is not a Foreign Subsidiary.

      DRAWDOWN DATE. The date on which any Revolving Credit Loan is made or is
to be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with ss.2.7.

      EBITDA. With respect to the Borrower for any fiscal period, an amount
equal to the sum of (a) Consolidated Net Income of the Borrower and its
Subsidiaries for such fiscal period, PLUS (b) in each case to the extent
deducted in the calculation of the Borrower's Consolidated Net Income and
without duplication, (i) depreciation and amortization for such period, PLUS
(ii) income tax expense for such period, PLUS (iii) Consolidated Total Interest
Expense paid or accrued during such period, PLUS (iv) other noncash charges for
such period which charges shall be acceptable to the Administrative Agent, PLUS
(v) noncash costs and expenses incurred in connection with acquired in process
research and development, PLUS (vi) transaction costs incurred in connection
with any merger or acquisition permitted by ss.9.5.1. and acceptable to the
Administrative Agent in its sole discretion, and MINUS, to the extent added in
computing Consolidated Net Income, and without duplication, all noncash gains
(including income tax benefits) for such period, all as determined in accordance
with GAAP. For purposes of calculating the Applicable Margin and compliance with
the financial covenants contained herein, until the fiscal quarter ended
September 30, 2002, the calculation of EBITDA shall be made on a Pro Forma
Basis.

      EMPLOYEE BENEFIT PLAN. Any employee benefit plan within the meaning of
ss.3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

      ENVIRONMENTAL LAWS. See ss.7.18(a).

      EPA. See ss.7.18(b).

      EQUITY ISSUANCE. The sale or issuance by the Borrower or any of its
Subsidiaries of any of its Capital Stock.

      ERISA. The Employee Retirement Income Security Act of 1974.

      ERISA AFFILIATE. Any Person which is treated as a single employer with the
Borrower under ss.414 of the Code.

      ERISA REPORTABLE EVENT. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of ss.4043 of ERISA and the regulations
promulgated thereunder.

<Page>
                                      -8-


      EUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar Rate
Loan, the maximum rate (expressed as a decimal) at which any bank subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "EUROCURRENCY
LIABILITIES" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

      EURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Administrative Agent
in its sole discretion acting in good faith.

      EURODOLLAR LENDING OFFICE. Initially, the office of each Lender designated
as such in SCHEDULE 1 hereto; thereafter, such other office of such Lender, if
any, that shall be making or maintaining Eurodollar Rate Loans.

      EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate
Loan, the rate of interest equal to (a) the rate determined by the
Administrative Agent at which Dollar deposits for such Interest Period are
offered based on information presented on Telerate Page 3750 as of 11:00 a.m.
London time on the second Eurodollar Business Day prior to the first day of such
Interest Period, divided by (b) a number equal to 1.00 MINUS the Eurocurrency
Reserve Rate. If the rate described above does not appear on the Telerate System
on any applicable interest determination date, the Eurodollar Rate shall be the
rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a
percentage point), determined on the basis of the offered rates for deposits in
Dollars for a period of time comparable to such Eurodollar Rate Loan which are
offered by four major banks in the London interbank market at approximately
11:00 a.m. London time, on the second Eurodollar Business Day prior to the first
day of such Interest Period as selected by the Administrative Agent. The
principal London office of each of the four major London banks will be requested
to provide a quotation of its Dollar deposit offered rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be determined on the basis of the rates quoted for loans in
Dollars to leading European banks for a period of time comparable to such
Interest Period offered by major banks in New York City at approximately 11:00
a.m. New York City time, on the second Eurodollar Business Day prior to the
first day of such Interest Period. In the event that the Administrative Agent is
unable to obtain any such quotation as provided above, it will be considered
that Eurodollar Rate pursuant to a Eurodollar Rate Loan cannot be determined.

      EURODOLLAR RATE LOANS. Revolving Credit Loans bearing interest calculated
by reference to the Eurodollar Rate.

      EVENT OF DEFAULT. See ss.13.1.

<Page>
                                      -9-


      FEE LETTER. The fee letter dated on or prior to the Closing Date among the
Borrower, the Administrative Agent and the Arranger.

      FEES. Collectively, the Commitment Fee, the Letter of Credit Fees, the
Fronting Fee, the Administrative Agent's Fee, the Closing Fee and the
Arrangement Fee.

      FINANCIAL AFFILIATE. A Subsidiary of the bank holding company controlling
any Lender, which Subsidiary is engaging in any of the activities permitted by
ss.4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. ss.1843).

      FLEET. Fleet National Bank, a national banking association, in its
individual capacity.

      FOREIGN SUBSIDIARY. Any Subsidiary that is organized under the laws of a
jurisdiction other than the United States of America and the states (or the
District of Columbia) thereof.

      FOREIGN SUBSIDIARY CASH MANAGEMENT ARRANGEMENT. The transaction or series
of related transactions to be entered into after the Closing Date among Bank of
America, N.A. and certain of the Borrower's Foreign Subsidiaries (collectively,
the "CASH MANAGEMENT FOREIGN SUBSIDIARIES") pursuant to which (a) Bank of
America, N.A. is to provide cash management services to such Foreign
Subsidiaries (including, without limitation, overdraft protection); (b) in
connection with such cash management services, Bank of America, N.A. will
consider all of the Cash Management Foreign Subsidiaries as one consolidated
entity for purposes of honoring checks and other purposes related to the cash
management services to be provided; (c) each Cash Management Foreign Subsidiary
will guaranty any obligations of any other Cash Management Foreign Subsidiary to
Bank of America, N.A. which arises out of such cash management services (the
"CASH MANAGEMENT GUARANTEES") and will grant to Bank of America, N.A. a security
interest in all amounts in such Cash Management Foreign Subsidiary's deposit
accounts held by Bank of America, N.A. to secure such guaranty obligations (the
"CASH MANAGEMENT LIENS"); and (d) Bank of America, N.A. will obtain certain
rights of setoff as to amounts held in any account owned by a Cash Management
Foreign Subsidiary with Bank of America, N.A. to satisfy the obligations owing
by any Cash Management Foreign Subsidiary under the cash management arrangements
(the "CASH MANAGEMENT SETOFF RIGHTS").

      FOREIGN SUBSIDIARY REORGANIZATION. The transaction or series of
transactions to occur after the Closing Date pursuant to which the Borrower
transfers 100% of the Capital Stock of each of Peregrine Systems GmbH and
Peregrine Systems Limited to Peregrine Systems Operations Ltd.

      GAAP OR GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. (a) When used in ss.10,
whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(ii) to the extent consistent with such

<Page>
                                      -10-


principles, the accounting practice of the Borrower reflected in its financial
statements for the year ended on the Balance Sheet Date, and (b) when used in
general, other than as provided above, means principles that are (i) consistent
with the principles promulgated or adopted by the Financial Accounting Standards
Board and its predecessors, as in effect from time to time, and (ii)
consistently applied with past financial statements of the Borrower adopting the
same principles, provided that in each case referred to in this definition of
"GAAP" a certified public accountant would, insofar as the use of such
accounting principles is pertinent, be in a position to deliver an unqualified
opinion (other than a qualification regarding changes in GAAP) as to financial
statements in which such principles have been properly applied.

      GOVERNING DOCUMENTS. With respect to any Person, its certificate or
articles of incorporation, its by-laws and all shareholder agreements, voting
trusts and similar arrangements applicable to any of its Capital Stock.

      GOVERNMENTAL AUTHORITY. Any foreign, federal, state, regional, local,
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

      GUARANTEED PENSION PLAN. Any employee pension benefit plan within the
meaning of ss.3(2) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

      GUARANTORS. Each Material Domestic Subsidiary of the Borrower existing on
the Closing Date and each other Material Domestic Subsidiary of the Borrower
which is required to be or become a guarantor from time to time pursuant to
ss.8.16 hereof. Each such Person shall be a party to a Guaranty.

      GUARANTY. The Guaranty, dated or to be dated on or prior to the Closing
Date (or such later date as is required by ss.8.16 hereof) made by each Material
Domestic Subsidiary of the Borrower in favor of the Lenders and the
Administrative Agent pursuant to which each Material Domestic Subsidiary of the
Borrower guaranties to the Lenders and the Administrative Agent the payment and
performance of the Obligations and in form and substance satisfactory to the
Lenders and the Administrative Agent.

      HAZARDOUS SUBSTANCES. See ss.7.18(b).

      INDEBTEDNESS. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

            (a) every obligation of such Person for money borrowed,

            (b) every obligation of such Person evidenced by bonds, debentures,
      notes or other similar instruments, including obligations incurred in
      connection with the acquisition of property, assets or businesses,

<Page>
                                      -11-


            (c) every reimbursement obligation of such Person with respect to
      letters of credit, bankers' acceptances or similar facilities issued for
      the account of such Person,

            (d) every obligation of such Person issued or assumed as the
      deferred purchase price of property or services (excluding trade accounts
      payable or accrued liabilities arising in the ordinary course of business
      which are not overdue more than ninety (90) days or which are being
      contested in good faith),

            (e) every obligation of such Person under any Capitalized Lease,

            (f) every obligation of such Person under any Synthetic Lease,

            (g) all sales by such Person of (i) accounts or general intangibles
      for money due or to become due, (ii) chattel paper, instruments or
      documents creating or evidencing a right to payment of money or (iii)
      other receivables (collectively "RECEIVABLES"), whether pursuant to a
      purchase facility or otherwise, other than in connection with the
      disposition of the business operations of such Person relating thereto or
      a disposition of defaulted receivables for collection and not as a
      financing arrangement, and together with any obligation of such Person to
      pay any discount, interest, fees, indemnities, penalties, recourse,
      expenses or other amounts in connection therewith,

            (h) every obligation of such Person (an "EQUITY RELATED PURCHASE
      OBLIGATION") to purchase, redeem, retire or otherwise acquire for cash
      value any shares of Capital Stock issued by such Person or any rights
      measured by the value of such Capital Stock,

            (i) every obligation of such Person under any forward contract,
      futures contract, swap, option or other financing agreement or arrangement
      (including, without limitation, caps, floors, collars and similar
      agreements), the value of which is dependent upon interest rates, currency
      exchange rates, commodities or other indices (a "DERIVATIVE CONTRACT"),

            (j) every obligation in respect of Indebtedness of any other entity
      (including any partnership in which such Person is a general partner) to
      the extent that such Person is liable therefor as a result of such
      Person's ownership interest in or other relationship with such entity,
      except to the extent that the terms of such Indebtedness provide that such
      Person is not liable therefor and such terms are enforceable under
      applicable law,

            (k) every obligation, contingent or otherwise, of such Person
      guaranteeing, or having the economic effect of guarantying or otherwise
      acting as surety for, any obligation of a type described in any of clauses
      (a) through (j) (the "PRIMARY OBLIGATION") of another Person (the "PRIMARY
      OBLIGOR"), in any manner, whether directly or indirectly, and including,
      without limitation, any obligation of such Person (i) to purchase or pay
      (or advance or supply funds for

<Page>
                                      -12-


      the purchase of) any security for the payment of such primary obligation,
      (ii) to purchase property, securities or services for the purpose of
      assuring the payment of such primary obligation, or (iii) to maintain
      working capital, equity capital or other financial statement condition or
      liquidity of the primary obligor so as to enable the primary obligor to
      pay such primary obligation.

      The "AMOUNT" or "PRINCIPAL AMOUNT" of any Indebtedness at any time of
determination represented by (t) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (u) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (v) any sale of receivables
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than the Borrower or any of its wholly-owned Subsidiaries)
thereof, excluding amounts representative of yield or interest earned on such
investment, (w) any Synthetic Lease shall be the stipulated loss value,
termination value or other equivalent amount, (x) any derivative contract shall
be the maximum amount of any termination or loss payment required to be paid by
such Person if such derivative contract were, at the time of determination, to
be terminated by reason of any event of default or early termination event
thereunder, whether or not such event of default or early termination event has
in fact occurred, (y) any equity related purchase obligation shall be the
maximum fixed redemption or purchase price thereof inclusive of any accrued and
unpaid dividends to be comprised in such redemption or purchase price and (z)
any guaranty or other contingent liability referred to in clause (k) shall be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such guaranty or other contingent obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

      INELIGIBLE SECURITIES. Securities which may not be underwritten or dealt
in by member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. ss.24, Seventh), as amended.

      INSIGNIFICANT DOMESTIC SUBSIDIARY. Any Domestic Subsidiary which is not a
Material Domestic Subsidiary.

      INSIGNIFICANT FOREIGN SUBSIDIARY. Any Foreign Subsidiary which is not a
Material Foreign Subsidiary.

      INTEREST PAYMENT DATE. (a) As to any Base Rate Loan, the last day of the
calendar month with respect to interest accrued during such calendar month,
including, without limitation, the calendar month which includes the Drawdown
Date of such Base Rate Loan; and (b) as to any Eurodollar Rate Loan in respect
of which the Interest Period is (i) 3 months or less, the last day of such
Interest Period and (ii) more than 3 months, the date that is 3 months from the
first day of such Interest Period and, in addition, the last day of such
Interest Period.

<Page>
                                      -13-


      INTEREST PERIOD. With respect to each Revolving Credit Loan, (a)
initially, the period commencing on the Drawdown Date of such Revolving Credit
Loan and ending on the last day of one of the periods set forth below, as
selected by the Borrower in a Loan Request or as otherwise required by the terms
of this Credit Agreement (i) for any Base Rate Loan, the last day of the
calendar month; and (ii) for any Eurodollar Rate Loan, 1, 2, 3 or 6 months; and
(b) thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Revolving Credit Loan and ending on the last
day of one of the periods set forth above, as selected by the Borrower in a
Conversion Request; PROVIDED that all of the foregoing provisions relating to
Interest Periods are subject to the following:

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

            (B) if any Interest Period with respect to a Base Rate Loan would
      end on a day that is not a Business Day, that Interest Period shall end on
      the next succeeding Business Day;

            (C) if the Borrower shall fail to give notice as provided in ss.2.7,
      the Borrower shall be deemed to have requested a conversion of the
      affected Eurodollar Rate Loan to a Base Rate Loan and the continuance of
      all Base Rate Loans as Base Rate Loans on the last day of the then current
      Interest Period with respect thereto;

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

            (E) any Interest Period that would otherwise extend beyond the
      Revolving Credit Loan Maturity Date shall end on the Revolving Credit Loan
      Maturity Date.

      INTEREST RATE AGREEMENT. Any interest rate swap agreement, interest rate
cap agreement, interest rate collar agreement, interest rate futures contract,
interest rate option agreement, foreign exchange agreements, or other similar
agreement or arrangement to which the Borrower and any Lender is a party,
designed to protect the Borrower against fluctuations in interest rates.

      INVESTMENTS. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or
obligations of, any Person. In determining

<Page>
                                      -14-


the aggregate amount of Investments outstanding at any particular time: (a) the
amount of any Investment represented by a guaranty shall be taken at not less
than the principal amount of the obligations guaranteed and still outstanding;
(b) there shall be included as an Investment all interest accrued with respect
to Indebtedness constituting an Investment unless and until such interest is
paid (but without duplication to any intercompany transactions that are both an
Investment and Indebtedness); (c) there shall be deducted in respect of each
such Investment any amount received as a return of capital (but only by
repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution); (d) there shall not be deducted in respect of any
Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as
provided in the foregoing clause (b) may be deducted when paid; and (e) there
shall not be deducted from the aggregate amount of Investments any decrease in
the value thereof.

      LENDER AFFILIATE. (a) With respect to any Lender, (i) an Affiliate of such
Lender or (ii) any entity (whether a corporation, partnership, limited liability
company, trust or legal entity) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by such Lender or
an Affiliate of such Lender and (b) with respect to any Lender that is a fund
which invests in bank loans and similar extensions of credit, any other entity
(whether a corporation, partnership, limited liability company, trust or other
legal entity) that is a fund that invests in bank loans and similar extensions
of credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

      LENDERS. Fleet and the other lending institutions listed on SCHEDULE 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Lender pursuant to ss.16.

      LETTER OF CREDIT. See ss.4.1.1.

      LETTER OF CREDIT APPLICATION. See ss.4.1.1.

      LETTER OF CREDIT FEE. See ss.4.6.

      LETTER OF CREDIT PARTICIPATION. See ss.4.1.4.

      LEVERAGE RATIO. As at any date of determination, the ratio of (a)
Consolidated Total Funded Debt outstanding on such date to (b) EBITDA for the
Reference Period ending on such date.

      LIEN. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, any Synthetic Lease, any
financing lease involving substantially the

<Page>
                                      -15-


same economic effect as any of the foregoing and the filing of any financing
statement under the UCC or comparable law of any jurisdiction).

      LOAN DOCUMENTS. This Credit Agreement (including the Disclosure Letter),
the Revolving Credit Notes, the Letter of Credit Applications, the Letters of
Credit, the Fee Letter and the Security Documents.

      LOAN REQUEST. See ss.2.6.

      MATERIAL ADVERSE EFFECT. With respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding):

      (a) a material adverse effect on the business, properties, condition
(financial or otherwise), assets, operations or income of the Borrower,
individually or the Borrower and its Subsidiaries, taken as a whole;

      (b) an adverse effect on the ability of the Borrower or any of its
Subsidiaries, individually and taken as a whole, to perform any of their
respective Obligations under any of the Loan Documents to which it is a party;
or

      (c) any impairment of the validity, binding effect or enforceability of
this Credit Agreement or any of the other Loan Documents, any impairment of the
rights, remedies or benefits available to the Administrative Agent or any Lender
under any Loan Document or any impairment of the attachment, perfection or
priority of any Lien of the Administrative Agent under the Security Documents.

      MATERIAL DOMESTIC SUBSIDIARY. Each Domestic Subsidiary (a) whose assets
exceed $10,000,000 in aggregate book value, or (b) has any right, title or
interest in or to any patents, trademarks, copyrights or other similar
intellectual property or (c) which directly or indirectly owns the Capital Stock
of any other Material Subsidiary.

      MATERIAL FOREIGN SUBSIDIARY. Each Foreign Subsidiary (a) whose assets
exceed $10,000,000 in aggregate book value, or (b) has any right, title or
interest in or to any patents, trademarks, copyrights or other similar
intellectual property or (c) which directly owns the Capital Stock of any other
Material Subsidiary.

      MATERIAL SUBSIDIARY. A Material Domestic Subsidiary and/or a Material
Foreign Subsidiary.

      MAXIMUM DRAWING AMOUNT. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

      MINIMUM CASH. As of any date of determination, an amount equal to (a)
Unencumbered Cash as of such date, LESS (b) the aggregate amount of Senior
Funded

<Page>
                                      -16-


Debt of the Borrower and its Subsidiaries on such date (but excluding any
intercompany Indebtedness permitted by ss.9.1 hereof).

      MOODY'S. Moody's Investors Services, Inc.

      MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning of ss.3(37)
of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate.

      NET CASH EQUITY ISSUANCE PROCEEDS. With respect to any Equity Issuance,
the excess of the gross cash proceeds received by such Person for such Equity
Issuance after deduction of all reasonable and customary transaction expenses
(including, without limitation, underwriting discounts and commissions) actually
incurred in connection with such a sale or other issuance.

      NET CASH PROCEEDS. The net cash proceeds received by a Person in respect
of any issuance of any Indebtedness, less the sum of all reasonable
out-of-pocket fees, commissions and other reasonably and customary direct
expenses actually incurred in connection with such issuance of Indebtedness.

      OBLIGATIONS. All indebtedness, obligations and liabilities of any of the
Borrower and its Subsidiaries to any of the Lenders and the Administrative
Agent, individually or collectively, existing on the date of this Credit
Agreement or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or any
Interest Rate Agreement or in respect of any of the Revolving Credit Loans made
or Reimbursement Obligations incurred or any of the Revolving Credit Notes,
Letter of Credit Application, Letter of Credit or other instruments at any time
evidencing any thereof.

      OUTSTANDING. With respect to the Revolving Credit Loans, the aggregate
unpaid principal thereof as of any date of determination.

      PBGC. The Pension Benefit Guaranty Corporation created by ss.4002 of ERISA
and any successor entity or entities having similar responsibilities.

      PERFECTION CERTIFICATES. The Perfection Certificates as defined in the
Security Agreements.

      PERMITTED LIENS. Liens permitted by ss.9.2.

      PERSON. Any individual, corporation, limited liability company
partnership, limited liability partnership, trust, other unincorporated
association, business, or other legal entity, and any Governmental Authority.

      PRO FORMA BASIS. Until such time as four full fiscal quarters shall have
elapsed after the merger of Rose Acquisition Corporation with and into Remedy
Corporation

<Page>
                                      -17-


(the "Remedy Acquisition"), when calculating the financial covenants contained
herein and the Applicable Margin, there shall be added to the actual EBITDA of
the Borrower and its Subsidiaries the following amounts, which amounts represent
the historical EBITDA of Remedy Corporation and its Subsidiaries for the periods
immediately prior to the Remedy Acquisition: (a) for the fiscal quarter ended
December 31, 2000, $19,523,000; (b) for the fiscal quarter ended March 31, 2001,
($3,562,000); (c) for the fiscal quarter ended June 30, 2001, $5,166,000; and
(d) for the period of July 1, 2001 through August 27, 2001, $3,542,000.

      RATE ADJUSTMENT PERIOD. See the definition of "Applicable Margin".

      RCRA. See ss.7.18(a).

      REAL ESTATE. All real property at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries.

      RECEIVABLES TRANSACTION. As defined in ss.9.1(i) hereof.

      RECORD. The grid attached to a Revolving Credit Note, or the continuation
of such grid, or any other similar record, including computer records,
maintained by any Lender with respect to any Revolving Credit Loan referred to
in such Revolving Credit Note.

      REFERENCE PERIOD. As of any date of determination, the period of four (4)
consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such
date, or if such date is not a fiscal quarter end date, the period of four (4)
consecutive fiscal quarters most recently ended (in each case treated as a
single accounting period).

      REGISTER. See ss.15.3.

      REIMBURSEMENT OBLIGATION. The Borrower's obligation to reimburse the
Administrative Agent and the Lenders on account of any drawing under any Letter
of Credit as provided in ss.4.2.

      REQUIRED LENDERS. As of any date, (a) if there are fewer than three (3)
Lenders on such date, all Lenders, and (b) if there are three (3) or more
Lenders on such Date, the Lenders holding at least sixty six and two thirds
percent (66-2/3%) of the outstanding principal amount of the Revolving Credit
Notes on such date; and if no such principal is outstanding, the Lenders whose
aggregate Commitments constitutes at least sixty six and two thirds percent
(66-2/3%) of the Total Commitment.

      RESTRICTED PAYMENT. In relation to the Borrower and its Subsidiaries, any
(a) Distribution, (b) payment or prepayment by the Borrower or its Subsidiaries
to the Borrower's or any Subsidiary's shareholders (or other equity holders) or
to any Affiliate of the Borrower or any Subsidiary or any Affiliate of the
Borrower's or such Subsidiary's shareholders (or other equity holders), in each
case other than a payment to the Borrower, (c) payment in respect of any phantom
stock or similar interests, or (d)

<Page>
                                      -18-


derivatives or other transactions with any financial institution, commodities or
stock exchange or clearinghouse (a "DERIVATIVES COUNTERPARTY") obligating the
Borrower or any Subsidiary to make payments to such Derivatives Counterparty as
a result of any change in market value of any Capital Stock of the Borrower or
such Subsidiary.

      REVOLVING CREDIT LOAN MATURITY DATE. October 29, 2004.

      REVOLVING CREDIT LOANS. Revolving credit loans made or to be made by the
Lenders to the Borrower pursuant to ss.2.

      REVOLVING CREDIT NOTES. See ss.2.4.

      SARA. See ss.7.18(a).

      SECURITY AGREEMENTS. The several Security Agreements, dated or to be dated
on or prior to the Closing Date, between the Borrower and the Guarantors and the
Administrative Agent and in form and substance satisfactory to the Lenders and
the Administrative Agent.

      SECURITY DOCUMENTS. The Guaranty, the Security Agreements, the Stock
Pledge Agreements and all other instruments and documents, including without
limitation Uniform Commercial Code financing statements, required to be executed
or delivered pursuant to any Security Document.

      SENIOR FUNDED DEBT. At any time of determination, the sum of Consolidated
Total Funded Debt minus Subordinated Debt.

      S&P. Standard & Poor's Ratings Group.

      STOCK PLEDGE AGREEMENTS. Collectively, (a) the Stock Pledge Agreement,
dated or to be dated on or prior to the Closing Date, between the Borrower and
the Administrative Agent pursuant to which the Borrower pledges to the
Administrative Agent, for the benefit of the Lenders and the Administrative
Agent, 100% of the capital stock of its Material Domestic Subsidiaries; (b) the
Stock Pledge Agreement, dated or to be dated on or prior to the Closing Date,
between Harbinger Holdings, Inc. and the Administrative Agent pursuant to which
Harbinger Holdings, Inc. pledges to the Administrative Agent, for the benefit of
the Lenders and the Administrative Agent, 100% of the capital stock of its
Material Domestic Subsidiaries; (c) the Stock Pledge Agreement, dated or to be
dated on or prior to the Closing Date, between Peregrine Connectivity, Inc. and
the Administrative Agent pursuant to which Peregrine Connectivity, Inc. pledges
to the Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, 100% of the capital stock of its Material Domestic
Subsidiaries; (d) the Stock Pledge Agreement, dated or to be dated on or prior
to the Closing Date, between Peregrine California Padres, Inc. and the
Administrative Agent pursuant to which Peregrine California Padres, Inc. pledges
to the Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, 100% of the capital stock of its Material Domestic
Subsidiaries; (e) the Stock Pledge Agreement, dated or to

<Page>
                                      -19-


be dated on or prior to the Closing Date, between Peregrine Ontario Blue Jays,
Inc. and the Administrative Agent pursuant to which Peregrine Ontario Blue Jays,
Inc. pledges to the Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, 100% of the capital stock of its Material Domestic
Subsidiaries; (f) the Charge Over Shares, dated or to be dated on or prior to
the Closing Date, between the Borrower and the Administrative Agent pursuant to
which the Borrower pledges to the Administrative Agent, for the benefit of the
Lenders and the Administrative Agent, 65% of the capital stock of FPrint UK
Ltd.; (g) the Charge Over Shares, dated or to be dated on or prior to the
Closing Date, between the Borrower and the Administrative Agent pursuant to
which the Borrower pledges to the Administrative Agent, for the benefit of the
Lenders and the Administrative Agent, 65% of the capital stock of Peregrine
Systems Global Ltd.; and (h) the Charge Over Shares, dated or to be dated on or
prior to the Closing Date, between Peregrine Remedy, Inc. and the Administrative
Agent pursuant to which Peregrine Remedy, Inc. pledges to the Administrative
Agent, for the benefit of the Lenders and the Administrative Agent, 65% of the
capital stock of Remedy Cayman Ltd., and in each case in form and substance
satisfactory to the Lenders and the Administrative Agent.

      SUBORDINATED DEBT. Unsecured Indebtedness of the Borrower that is
expressly subordinated and made junior in payment and performance in full of the
Obligations, and evidenced as such by the Subordinated Indenture.

      SUBORDINATED DEBT DOCUMENTS. Collectively, the Subordinated Indenture and
the Subordinated Notes.

      SUBORDINATED INDENTURE. The Indenture dated as of November 14, 2000
between the Borrower and State Street Bank and Trust Company of California,
N.A., as Trustee, relating to the Subordinated Notes.

      SUBORDINATED NOTES. The 5 1/2% Convertible Subordinated Notes Due 2007 in
the initial aggregate principal amount of $270,000,000 issued pursuant to the
Subordinated Indenture.

      SUBSIDIARY. Any corporation, association, trust, or other business entity
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock.

      SYNTHETIC LEASE. Any lease of goods or other property, whether real or
personal, which is treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

      TARGET EBITDA. With respect to any Person for any fiscal period, an amount
equal to the sum of (a) Consolidated Net Income of a Person and its Subsidiaries
for such fiscal period, PLUS (b) in each case to the extent deducted in the
calculation of such Person's Consolidated Net Income and without duplication,
(i) depreciation and amortization for such period, PLUS (ii) income tax expense
for such period, PLUS (iii) Consolidated Total Interest Expense paid or accrued
during such period, PLUS (iv) other

<Page>
                                      -20-


noncash charges for such period, and minus, to the extent added in computing
Consolidated Net Income, and without duplication, all noncash gains (including
income tax benefits) for such period, all as determined in accordance with GAAP.

      TOTAL COMMITMENT. The sum of the Commitments of the Lenders, as in effect
from time to time.

      TYPE. As to any Revolving Credit Loan, its nature as a Base Rate Loan or a
Eurodollar Rate Loan.

      UNENCUMBERED CASH. The aggregate amount of cash and Cash Equivalents of
the Borrower and the Guarantors which is not subject to any lien, encumbrance,
security interest or other claim whatsoever, except for a lien in favor of the
Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, to secure the Obligations under the Loan Documents.

      UNPAID REIMBURSEMENT OBLIGATION. Any Reimbursement Obligation for which
the Borrower does not reimburse the Administrative Agent and the Lenders on the
date specified in, and in accordance with, ss.4.2.

      VOTING STOCK. Stock or similar interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the corporation, association, trust or other business
entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency.

      WARRANTY GUARANTY. Any guaranty issued by the Borrower in favor of the
purchaser of any Subsidiary's Accounts Receivable sold pursuant to the
Receivables Transaction so long as such guaranty is limited solely to a guaranty
by the Borrower of such Subsidiary's repayment obligations to the purchaser
arising from a resale of any such Accounts Receivable by the purchaser to such
Subsidiary arising solely as a result of a defect in the underlying goods sold
or services rendered which gave rise to such Account Receivable initially sold
to the purchaser (and not any resale relating to the creditworthiness of the
underlying account debtor on such Account Receivable), all pursuant to the
express terms of the documentation governing such Receivables Transaction.

      1.2. RULES OF INTERPRETATION.

            (a) A reference to any document or agreement shall include such
      document or agreement as amended, modified or supplemented from time to
      time in accordance with its terms and the terms of this Credit Agreement.

            (b) The singular includes the plural and the plural includes the
      singular.

<Page>
                                      -21-


            (c) A reference to any law includes any amendment or modification to
      such law.

            (d) A reference to any Person includes its permitted successors and
      permitted assigns.

            (e) Accounting terms not otherwise defined herein have the meanings
      assigned to them by GAAP applied on a consistent basis by the accounting
      entity to which they refer.

            (f) The words "include", "includes" and "including" are not
      limiting.

            (g) All terms not specifically defined herein or by GAAP, which
      terms are defined in the Uniform Commercial Code as in effect in the
      Commonwealth of Massachusetts, have the meanings assigned to them therein,
      with the term "INSTRUMENT" being that defined under Article 9 of the
      Uniform Commercial Code.

            (h) Reference to a particular "ss." refers to that section of this
      Credit Agreement unless otherwise indicated.

            (i) The words "herein", "hereof", "hereunder" and words of like
      import shall refer to this Credit Agreement as a whole and not to any
      particular section or subdivision of this Credit Agreement.

            (j) Unless otherwise expressly indicated, in the computation of
      periods of time from a specified date to a later specified date, the word
      "from" means "from and including," the words "to" and "until" each mean
      "to but excluding," and the word "through" means "to and including."

            (k) This Credit Agreement and the other Loan Documents may use
      several different limitations, tests or measurements to regulate the same
      or similar matters. All such limitations, tests and measurements are,
      however, cumulative and are to be performed in accordance with the terms
      thereof.

            (l) This Credit Agreement and the other Loan Documents are the
      result of negotiation among, and have been reviewed by counsel to, among
      others, the Administrative Agent and the Borrower and are the product of
      discussions and negotiations among all parties. Accordingly, this Credit
      Agreement and the other Loan Documents are not intended to be construed
      against the Administrative Agent or any of the Lenders merely on account
      of the Administrative Agent's or any Lender's involvement in the
      preparation of such documents.

<Page>
                                      -22-


                        2. THE REVOLVING CREDIT FACILITY.

      2.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth in
this Credit Agreement, each of the Lenders severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time from
the Closing Date up to but not including the Revolving Credit Loan Maturity Date
upon notice by the Borrower to the Administrative Agent given in accordance with
ss.2.6, such sums as are requested by the Borrower up to a maximum aggregate
amount outstanding (after giving effect to all amounts requested) at any one
time equal to such Lender's Commitment MINUS such Lender's Commitment Percentage
of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement
Obligations, PROVIDED that the sum of the outstanding amount of the Revolving
Credit Loans (after giving effect to all amounts requested) PLUS the Maximum
Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time
exceed the Total Commitment at such time. The Revolving Credit Loans shall be
made PRO RATA in accordance with each Lender's Commitment Percentage. Each
request for a Revolving Credit Loan hereunder shall constitute a representation
and warranty by the Borrower that the conditions set forth in ss.11 and ss.12,
in the case of the initial Revolving Credit Loans to be made on the Closing
Date, and ss.12, in the case of all other Revolving Credit Loans, have been
satisfied on the date of such request.

      2.2. COMMITMENT FEE. The Borrower agrees to pay to the Administrative
Agent for the accounts of the Lenders in accordance with their respective
Commitment Percentages a commitment fee (the "COMMITMENT FEE") calculated at the
rate per annum of the Applicable Margin with respect to the Commitment Fee as in
effect from time to time on the average daily amount during each calendar
quarter or portion thereof from the date hereof to the Revolving Credit Loan
Maturity Date by which the Total Commitment MINUS the sum of the Maximum Drawing
Amount and all Unpaid Reimbursement Obligations exceeds the outstanding amount
of Revolving Credit Loans during such calendar quarter. The Commitment Fee shall
be payable quarterly in arrears on the first day of each calendar quarter for
the immediately preceding calendar quarter commencing on the first such date
following the date hereof, with a final payment on the Revolving Credit Loan
Maturity Date or any earlier date on which the Commitments shall terminate.

      2.3. REDUCTION OF TOTAL COMMITMENT. The Borrower shall have the right at
any time and from time to time upon five (5) Business Days prior written notice
to the Administrative Agent to reduce by $5,000,000 or an integral multiple of
$1,000,000 in excess thereof or to terminate entirely the Total Commitment,
whereupon the Commitments of the Lenders shall be reduced PRO RATA in accordance
with their respective Commitment Percentages of the amount specified in such
notice or, as the case may be, terminated. Promptly after receiving any notice
of the Borrower delivered pursuant to this ss.2.3, the Administrative Agent will
notify the Lenders of the substance thereof. Upon the effective date of any such
reduction or termination, the Borrower shall pay to the Administrative Agent for
the respective accounts of the Lenders the full amount of any Commitment Fee
then accrued on the amount of the reduction. No reduction or termination of the
Commitments may be reinstated.

<Page>
                                      -23-


      2.4. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the form
of EXHIBIT B hereto (each a "REVOLVING CREDIT NOTE"), dated as of the Closing
Date (or such other date on which a Lender may become a party hereto in
accordance with ss.15 hereof) and completed with appropriate insertions. One
Revolving Credit Note shall be payable to the order of each Lender in a
principal amount equal to such Lender's Commitment or, if less, the outstanding
amount of all Revolving Credit Loans made by such Lender, plus interest accrued
thereon, as set forth below. The Borrower irrevocably authorizes each Lender to
make or cause to be made, at or about the time of the Drawdown Date of any
Revolving Credit Loan or at the time of receipt of any payment of principal on
such Lender's Revolving Credit Note, an appropriate notation on such Lender's
Record reflecting the making of such Revolving Credit Loan or (as the case may
be) the receipt of such payment. The outstanding amount of the Revolving Credit
Loans set forth on such Lender's Record shall be PRIMA FACIE evidence of the
principal amount thereof owing and unpaid to such Lender, but the failure to
record, or any error in so recording, any such amount on such Lender's Record
shall not limit or otherwise affect the obligations of the Borrower hereunder or
under any Revolving Credit Note to make payments of principal of or interest on
any Revolving Credit Note when due.

      2.5. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise provided in
ss.5.11,

            (a) Each Revolving Credit Loan which is a Base Rate Loan shall bear
      interest for the period commencing with the Drawdown Date thereof and
      ending on the last day of the Interest Period with respect thereto at the
      rate per annum equal to the Base Rate PLUS the Applicable Margin with
      respect to Base Rate Loans as in effect from time to time.

            (b) Each Revolving Credit Loan which is a Eurodollar Rate Loan shall
      bear interest for the period commencing with the Drawdown Date thereof and
      ending on the last day of the Interest Period with respect thereto at the
      rate per annum equal to the Eurodollar Rate determined for such Interest
      Period PLUS the Applicable Margin with respect to Eurodollar Rate Loans as
      in effect from time to time.

      The Borrower promises to pay interest on each Revolving Credit Loan in
      arrears on each Interest Payment Date with respect thereto.

      2.6. REQUESTS FOR REVOLVING CREDIT LOANS. The Borrower shall give to the
Administrative Agent written notice in the form of EXHIBIT C hereto (or
telephonic notice confirmed in a writing in the form of EXHIBIT C hereto) of
each Revolving Credit Loan requested hereunder (a "Loan Request") no less than
(a) one (1) Business Day prior to the proposed Drawdown Date of any Base Rate
Loan and (b) three (3) Eurodollar Business Days prior to the proposed Drawdown
Date of any Eurodollar Rate Loan. Each such notice shall specify (i) the
principal amount of the Revolving Credit Loan requested, (ii) the proposed
Drawdown Date of such Revolving Credit Loan, (iii) the Interest Period for such
Revolving Credit Loan and (iv) the Type of such Revolving Credit Loan. Promptly
upon receipt of any such notice, the Administrative Agent shall notify each of
the

<Page>
                                      -24-


Lenders thereof. Each Loan Request shall be irrevocable and binding on the
Borrower and shall obligate the Borrower to accept the Revolving Credit Loan
requested from the Lenders on the proposed Drawdown Date. Each Loan Request
shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of
$500,000 in excess thereof.

      2.7. CONVERSION OPTIONS.

            2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN. The
      Borrower may elect from time to time to convert any outstanding Revolving
      Credit Loan to a Revolving Credit Loan of another Type, PROVIDED that (a)
      with respect to any such conversion of a Eurodollar Rate Loan to a Base
      Rate Loan, the Borrower shall give the Administrative Agent at least one
      (1) Business Days prior written notice of such election; (b) with respect
      to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the
      Borrower shall give the Administrative Agent at least three (3) Eurodollar
      Business Days prior written notice of such election; (c) with respect to
      any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such
      conversion shall only be made on the last day of the Interest Period with
      respect thereto and (d) no Revolving Credit Loan may be converted into a
      Eurodollar Rate Loan when any Default or Event of Default has occurred and
      is continuing. On the date on which such conversion is being made each
      Lender shall take such action as is necessary to transfer its Commitment
      Percentage of such Revolving Credit Loans to its Domestic Lending Office
      or its Eurodollar Lending Office, as the case may be. All or any part of
      outstanding Revolving Credit Loans of any Type may be converted into a
      Revolving Credit Loan of another Type as provided herein, PROVIDED that
      any partial conversion shall be in an aggregate principal amount of
      $1,000,000 or a whole multiple of $500,000 in excess thereof. Each
      Conversion Request relating to the conversion of a Revolving Credit Loan
      to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

            2.7.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any Revolving
      Credit Loan of any Type may be continued as a Revolving Credit Loan of the
      same Type upon the expiration of an Interest Period with respect thereto
      by compliance by the Borrower with the notice provisions contained in
      ss.2.7.1; PROVIDED that no Eurodollar Rate Loan may be continued as such
      when any Default or Event of Default has occurred and is continuing, but
      shall be automatically converted to a Base Rate Loan on the last day of
      the first Interest Period relating thereto ending during the continuance
      of any Default or Event of Default of which officers of the Administrative
      Agent active upon the Borrower's account have actual knowledge. In the
      event that the Borrower fails to provide any such notice with respect to
      the continuation of any Eurodollar Rate Loan as such, then such Eurodollar
      Rate Loan shall be automatically converted to a Base Rate Loan on the last
      day of the first Interest Period relating thereto. The Administrative
      Agent shall notify the Lenders promptly when any such automatic conversion
      contemplated by this ss.2.7 is scheduled to occur.

<Page>
                                      -25-


            2.7.3. EURODOLLAR RATE LOANS. Any conversion to or from Eurodollar
      Rate Loans shall be in such amounts and be made pursuant to such elections
      so that, after giving effect thereto, the aggregate principal amount of
      all Eurodollar Rate Loans having the same Interest Period shall not be
      less than $1,000,000 or a whole multiple of $500,000 in excess thereof. No
      more than ten (10) Eurodollar Rate Loans having different Interest Periods
      may be outstanding at any time.

      2.8. FUNDS FOR REVOLVING CREDIT LOAN.

            2.8.1. FUNDING PROCEDURES. Not later than 11:00 a.m. (Boston time)
      on the proposed Drawdown Date of any Revolving Credit Loans, each of the
      Lenders will make available to the Administrative Agent, at the
      Administrative Agent's Office, in immediately available funds, the amount
      of such Lender's Commitment Percentage of the amount of the requested
      Revolving Credit Loans. Upon receipt from each Lender of such amount, and
      upon receipt of the documents required by ss.ss.11 and 12 and the
      satisfaction of the other conditions set forth therein, to the extent
      applicable, the Administrative Agent will make available to the Borrower
      the aggregate amount of such Revolving Credit Loans made available to the
      Administrative Agent by the Lenders. The failure or refusal of any Lender
      to make available to the Administrative Agent at the aforesaid time and
      place on any Drawdown Date the amount of its Commitment Percentage of the
      requested Revolving Credit Loans shall not relieve any other Lender from
      its several obligation hereunder to make available to the Administrative
      Agent the amount of such other Lender's Commitment Percentage of any
      requested Revolving Credit Loans.

            2.8.2. ADVANCES BY ADMINISTRATIVE AGENT. The Administrative Agent
      may, unless notified to the contrary by any Lender prior to a Drawdown
      Date, assume that such Lender has made available to the Administrative
      Agent on such Drawdown Date the amount of such Lender's Commitment
      Percentage of the Revolving Credit Loans to be made on such Drawdown Date,
      and the Administrative Agent may (but it shall not be required to), in
      reliance upon such assumption, make available to the Borrower a
      corresponding amount. If any Lender makes available to the Administrative
      Agent such amount on a date after such Drawdown Date, such Lender shall
      pay to the Administrative Agent on demand an amount equal to the product
      of (a) the average computed for the period referred to in clause (c)
      below, of the weighted average interest rate paid by the Administrative
      Agent for federal funds acquired by the Administrative Agent during each
      day included in such period, TIMES (b) the amount of such Lender's
      Commitment Percentage of such Revolving Credit Loans, TIMES (c) a
      fraction, the numerator of which is the number of days that elapse from
      and including such Drawdown Date to the date on which the amount of such
      Lender's Commitment Percentage of such Revolving Credit Loans shall become
      immediately available to the Administrative Agent, and the denominator of
      which is 360. A statement of the Administrative Agent submitted to such
      Lender with respect to any amounts owing under this paragraph shall be
      PRIMA FACIE evidence of the amount due and owing to the Administrative
      Agent by such

<Page>
                                      -26-


      Lender. If the amount of such Lender's Commitment Percentage of such
      Revolving Credit Loans is not made available to the Administrative Agent
      by such Lender within three (3) Business Days following such Drawdown
      Date, the Administrative Agent shall be entitled to recover such amount
      from the Borrower on demand, with interest thereon at the rate per annum
      applicable to the Revolving Credit Loans made on such Drawdown Date.

                   3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

      3.1. MATURITY. The Borrower promises to pay on the Revolving Credit Loan
Maturity Date, and there shall become absolutely due and payable on the
Revolving Credit Loan Maturity Date, all of the Revolving Credit Loans
outstanding on such date, together with any and all accrued and unpaid interest
thereon.

      3.2. MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS.

            3.2.1. GENERAL. If at any time the sum of the outstanding amount of
      the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid
      Reimbursement Obligations exceeds the Total Commitment at such time, then
      the Borrower shall immediately pay the amount of such excess to the
      Administrative Agent for the respective accounts of the Lenders for
      application: first, to any Unpaid Reimbursement Obligations; second, to
      the Revolving Credit Loans; and third, to provide to the Administrative
      Agent cash collateral for Reimbursement Obligations as contemplated by
      ss.4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or
      prepayment of Revolving Credit Loans shall be allocated among the Lenders,
      in proportion, as nearly as practicable, to each Reimbursement Obligation
      or (as the case may be) the respective unpaid principal amount of each
      Lender's Revolving Credit Note, with adjustments to the extent practicable
      to equalize any prior payments or repayments not exactly in proportion.

            3.2.2. PROCEEDS OF CERTAIN EVENTS. Concurrently with the receipt by
      the Borrower or any Subsidiary of:

                  (a) Net Cash Proceeds received from any issuance of
            Indebtedness (other than the issuance of Indebtedness permitted by
            ss.9.1(a) - (q) hereof); or

                  (b) Net Cash Equity Issuance Proceeds of the Borrower or any
            of its Subsidiaries (other than Net Cash Equity Issuance Proceeds
            received by the Borrower from the purchase by the Borrower's
            employees of the Borrower's Capital Stock pursuant to an employee
            stock option program);

            the Borrower shall pay to the Administrative Agent for the
      respective accounts of the Lenders an amount equal to one hundred percent
      (100%) of such proceeds, with such amounts to be applied to reduce the
      outstanding amount of the Revolving Credit Loans. Such mandatory
      prepayments shall be allocated

<Page>
                                      -27-


      among the Lenders in proportion, as nearly as practicable, to the
      respective outstanding amounts of each Lender's Revolving Credit Notes,
      with adjustments to the extent practicable to equalize any prior
      prepayments not exactly in proportion. All prepayments of Eurodollar Rate
      Loans prior to the end of an Interest Period shall obligate the Borrower
      to pay any breakage costs associated with such Eurodollar Rate Loans in
      accordance with ss.5.10. Prior to the occurrence of an Event of Default,
      the Borrower may elect to avoid such breakage costs by providing to the
      Administrative Agent cash in an amount sufficient to cash collateralize
      such Eurodollar Rate Loans, but in no event shall the Borrower be deemed
      to have paid such Eurodollar Rate Loans until such cash has been paid to
      the Administrative Agent for application to such Eurodollar Rate Loans.
      The Administrative Agent may elect to cause such cash collateral to be
      deposited into either (i) a cash collateral account pursuant to the terms
      of a cash collateral agreement executed by the Borrower and the
      Administrative Agent and in form and substance satisfactory to the
      Administrative Agent or (ii) the Borrower's operating account with
      appropriate instructions prohibiting the Borrower's withdrawal of such
      funds so long as they remain cash collateral. In each such case, the
      Borrower agrees to execute and deliver to the Administrative Agent such
      instruments and documents, including Uniform Commercial Code financing
      statements and agreements with any third party depository banks, as the
      Administrative Agent may request.

      3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The Borrower shall
have the right, at its election, to repay the outstanding amount of the
Revolving Credit Loans, as a whole or in part, at any time without penalty or
premium, PROVIDED that any full or partial prepayment of the outstanding amount
of any Eurodollar Rate Loans pursuant to this ss.3.3 may be made only on the
last day of the Interest Period relating thereto. The Borrower shall give the
Administrative Agent, no later than 2:00 p.m., Boston time, at least one (1)
Business Days prior written notice of any proposed prepayment pursuant to this
ss.3.3 of Base Rate Loans, and three (3) Eurodollar Business Days notice of any
proposed prepayment pursuant to this ss.3.3 of Eurodollar Rate Loans, in each
case specifying the proposed date of prepayment of Revolving Credit Loans and
the principal amount to be prepaid. Each such partial prepayment of the
Revolving Credit Loans shall be in an integral multiple of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof, shall be accompanied by the payment of
accrued interest on the principal prepaid to the date of prepayment and shall be
applied, in the absence of instruction by the Borrower, first to the principal
of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Each
partial prepayment shall be allocated among the Lenders, in proportion, as
nearly as practicable, to the respective unpaid principal amount of each
Lender's Revolving Credit Note, with adjustments to the extent practicable to
equalize any prior repayments not exactly in proportion.

                              4. LETTERS OF CREDIT.

      4.1. LETTER OF CREDIT COMMITMENTS.

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                                      -28-


            4.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the terms
      and conditions hereof and the execution and delivery by the Borrower of a
      letter of credit application on the Administrative Agent's customary form
      (a "LETTER OF CREDIT APPLICATION"), the Administrative Agent on behalf of
      the Lenders and in reliance upon the agreement of the Lenders set forth in
      ss.4.1.4 and upon the representations and warranties of the Borrower
      contained herein, agrees, in its individual capacity, to issue, extend and
      renew for the account of the Borrower one or more standby or documentary
      letters of credit (individually, a "LETTER OF CREDIT"), in such form as
      may be requested from time to time by the Borrower and agreed to by the
      Administrative Agent; PROVIDED, HOWEVER, that, after giving effect to such
      request, (a) the sum of the aggregate Maximum Drawing Amount and all
      Unpaid Reimbursement Obligations shall not exceed $10,000,000 at any one
      time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of
      Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of
      all Revolving Credit Loans outstanding shall not exceed the Total
      Commitment at such time. Notwithstanding the foregoing, the Administrative
      Agent shall have no obligation to issue any Letter of Credit to support or
      secure any Indebtedness of the Borrower or any of its Subsidiaries to the
      extent that such Indebtedness was incurred prior to the proposed issuance
      date of such Letter of Credit, unless in any such case the Borrower
      demonstrates to the satisfaction of the Administrative Agent that (x) such
      prior incurred Indebtedness were then fully secured by a prior perfected
      and unavoidable security interest in collateral provided by the Borrower
      or such Subsidiary to the proposed beneficiary of such Letter of Credit or
      (y) such prior incurred Indebtedness were then secured or supported by a
      letter of credit issued for the account of the Borrower or such Subsidiary
      and the reimbursement obligation with respect to such letter of credit was
      fully secured by a prior perfected and unavoidable security interest in
      collateral provided to the issuer of such letter of credit by the Borrower
      or such Subsidiary.

            4.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
      Application shall be completed to the satisfaction of the Administrative
      Agent. In the event that any provision of any Letter of Credit Application
      shall be inconsistent with any provision of this Credit Agreement, then
      the provisions of this Credit Agreement shall, to the extent of any such
      inconsistency, govern.

            4.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit issued,
      extended or renewed hereunder shall, among other things, (a) provide for
      the payment of sight drafts for honor thereunder when presented in
      accordance with the terms thereof and when accompanied by the documents
      described therein, and (b) have an expiry date no later than the date
      which is fourteen (14) days (or, if the Letter of Credit is confirmed by a
      confirmer or otherwise provides for one or more nominated persons,
      forty-five (45) days) prior to the Revolving Credit Loan Maturity Date.
      Each Letter of Credit so issued, extended or renewed shall be subject to
      the Uniform Customs and Practice for Documentary Credits (1993 Revision),
      International Chamber of Commerce Publication No. 500 or any

<Page>
                                      -29-


      successor version thereto adopted by the Administrative Agent in the
      ordinary course of its business as a letter of credit issuer and in effect
      at the time of issuance of such Letter of Credit (the "UNIFORM CUSTOMS")
      or, in the case of a standby Letter of Credit, either the Uniform Customs
      or the International Standby Practices (ISP98), International Chamber of
      Commerce Publication No. 590, or any successor code of standby letter of
      credit practices among banks adopted by the Administrative Agent in the
      ordinary course of its business as a standby letter of credit issuer and
      in effect at the time of issuance of such Letter of Credit.

            4.1.4. REIMBURSEMENT OBLIGATIONS OF LENDERS. Each Lender severally
      agrees that it shall be absolutely liable, without regard to the
      occurrence of any Default or Event of Default or any other condition
      precedent whatsoever, to the extent of such Lender's Commitment
      Percentage, to reimburse the Administrative Agent on demand for the amount
      of each draft paid by the Administrative Agent under each Letter of Credit
      to the extent that such amount is not reimbursed by the Borrower pursuant
      to ss.4.2 (such agreement for a Lender being called herein the "LETTER OF
      CREDIT PARTICIPATION" of such Lender).

            4.1.5. PARTICIPATIONS OF LENDERS. Each such payment made by a Lender
      shall be treated as the purchase by such Lender of a participating
      interest in the Borrower's Reimbursement Obligation under ss.4.2 in an
      amount equal to such payment. Each Lender shall share in accordance with
      its participating interest in any interest which accrues pursuant to
      ss.4.2.

      4.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce the
Administrative Agent to issue, extend and renew each Letter of Credit and the
Lenders to participate therein, the Borrower hereby agrees to reimburse or pay
to the Administrative Agent, for the account of the Administrative Agent or (as
the case may be) the Lenders, with respect to each Letter of Credit issued,
extended or renewed by the Administrative Agent hereunder,

            (a) except as otherwise expressly provided in ss.4.2(b) and (c), on
      each date that any draft presented under such Letter of Credit is honored
      by the Administrative Agent, or the Administrative Agent otherwise makes a
      payment with respect thereto, (i) the amount paid by the Administrative
      Agent under or with respect to such Letter of Credit, and (ii) the amount
      of any taxes, fees, charges or other costs and expenses whatsoever
      incurred by the Administrative Agent or any Lender in connection with any
      payment made by the Administrative Agent or any Lender under, or with
      respect to, such Letter of Credit,

            (b) upon the reduction (but not termination) of the Total Commitment
      to an amount less than the Maximum Drawing Amount, an amount equal to such
      difference, which amount shall be held by the Administrative Agent for the
      benefit of the Lenders and the Administrative Agent as cash collateral for
      all Reimbursement Obligations, and

<Page>
                                      -30-


            (c) upon the termination of the Total Commitment, or the
      acceleration of the Reimbursement Obligations with respect to all Letters
      of Credit in accordance with ss.13, an amount equal to the then Maximum
      Drawing Amount on all Letters of Credit, which amount shall be held by the
      Administrative Agent for the benefit of the Lenders and the Administrative
      Agent as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Office in immediately available funds. Interest on any
and all amounts remaining unpaid by the Borrower under this ss.4.2 at any time
from the date such amounts become due and payable (whether as stated in this
ss.4.2, by acceleration or otherwise) until payment in full (whether before or
after judgment) shall be payable to the Administrative Agent on demand at the
rate specified in ss.5.11 for overdue principal on the Revolving Credit Loans.

      4.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit, the Administrative
Agent shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. If the Borrower fails to reimburse the
Administrative Agent as provided in ss.4.2 on or before the date that such draft
is paid or other payment is made by the Administrative Agent, the Administrative
Agent may at any time thereafter notify the Lenders of the amount of any such
Unpaid Reimbursement Obligation. No later than 3:00 p.m. (Boston time) on the
Business Day next following the receipt of such notice, each Lender shall make
available to the Administrative Agent, at the Administrative Agent's Office, in
immediately available funds, such Lender's Commitment Percentage of such Unpaid
Reimbursement Obligation, together with an amount equal to the product of (a)
the average, computed for the period referred to in clause (c) below, of the
weighted average interest rate paid by the Administrative Agent for federal
funds acquired by the Administrative Agent during each day included in such
period, TIMES (b) the amount equal to such Lender's Commitment Percentage of
such Unpaid Reimbursement Obligation, TIMES (c) a fraction, the numerator of
which is the number of days that elapse from and including the date the
Administrative Agent paid the draft presented for honor or otherwise made
payment to the date on which such Lender's Commitment Percentage of such Unpaid
Reimbursement Obligation shall become immediately available to the
Administrative Agent, and the denominator of which is 360. The responsibility of
the Administrative Agent to the Borrower and the Lenders shall be only to
determine that the documents (including each draft) delivered under each Letter
of Credit in connection with such presentment shall be in conformity in all
material respects with such Letter of Credit.

      4.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this ss.4
shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Administrative Agent, any
Lender or any beneficiary of a Letter of

<Page>
                                      -31-


Credit. The Borrower further agrees with the Administrative Agent and the
Lenders that the Administrative Agent and the Lenders shall not be responsible
for, and the Borrower's Reimbursement Obligations under ss.4.2 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even if such documents should in fact prove to be in
any or all respects invalid, fraudulent or forged, or any dispute between or
among the Borrower, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrower against the beneficiary of any
Letter of Credit or any such transferee. The Administrative Agent and the
Lenders shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit. The Borrower agrees that
any action taken or omitted by the Administrative Agent or any Lender under or
in connection with each Letter of Credit and the related drafts and documents,
if done in good faith, shall be binding upon the Borrower and shall not result
in any liability on the part of the Administrative Agent or any Lender to the
Borrower.

      4.5. RELIANCE BY ISSUER. To the extent not inconsistent with ss.4.4, the
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Credit Agreement unless it shall first have received such advice or concurrence
of the Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Credit
Agreement in accordance with a request of the Required Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
the Lenders and all future holders of the Revolving Credit Notes or of a Letter
of Credit Participation.

      4.6. LETTER OF CREDIT FEE. The Borrower shall pay a fee (in each case, a
"LETTER OF CREDIT FEE") to the Administrative Agent in respect of each Letter of
Credit for the period from and including the date of issuance of such Letter of
Credit to and including the date of termination or expiration of such Letter of
Credit, computed at a rate per annum equal to the Applicable Margin with respect
to the face amount of such Letter of Credit, plus a fee (in each case, a
"FRONTING FEE") equal to one eighth of one percent (1/8%) of the face amount of
such Letter of Credit for the account of the Administrative Agent, as a fronting
fee, and such Letter of Credit Fee shall be for the accounts of the Lenders in
accordance with their respective Commitment Percentages. The Letter of Credit
Fees and the Fronting Fees shall be due and payable quarterly in arrears on the
first day of each calendar quarter for the immediately preceding calendar
quarter. In

<Page>
                                      -32-


respect of each Letter of Credit, the Borrower shall also pay to the
Administrative Agent for the Administrative Agent's own account, at such other
time or times as such charges are customarily made by the Administrative Agent,
the Administrative Agent's customary issuance, amendment, negotiation or
document examination and other administrative fees as in effect from time to
time.

                         5. CERTAIN GENERAL PROVISIONS.

      5.1. STRUCTURING AND ADVISORY FEES. The Borrower agrees to pay to the
Administrative Agent for the account of the Administrative Agent and the
Arranger, on the Closing Date a structuring and advisory fee (the "ARRANGEMENT
FEE") as set forth in the Fee Letter.

      5.2. ADMINISTRATIVE AGENT'S FEE. The Borrower shall pay to the
Administrative Agent, for the Administrative Agent's own account, on the dates
specified in the Fee Letter an Administrative Agent's fee as set forth in the
Fee Letter.

      5.3. FUNDS FOR PAYMENTS.

            5.3.1. PAYMENTS TO ADMINISTRATIVE AGENT. All payments of principal,
      interest, Reimbursement Obligations, Fees and any other amounts due
      hereunder or under any of the other Loan Documents shall be made on the
      due date thereof to the Administrative Agent in Dollars, for the
      respective accounts of the Lenders and the Administrative Agent, at the
      Administrative Agent's Office or at such other place that the
      Administrative Agent may from time to time designate, in each case at or
      about 11:00 a.m. (Boston, Massachusetts, time or other local time at the
      place of payment) and in immediately available funds.

            5.3.2. NO OFFSET, ETC. All payments by the Borrower hereunder and
      under any of the other Loan Documents shall be made without recoupment,
      setoff or counterclaim and free and clear of and without deduction for any
      taxes, levies, imposts, duties, charges, fees, deductions, withholdings,
      compulsory loans, restrictions or conditions of any nature now or
      hereafter imposed or levied by any jurisdiction or any political
      subdivision thereof or taxing or other authority therein unless the
      Borrower is compelled by law to make such deduction or withholding. If any
      such obligation is imposed upon the Borrower with respect to any amount
      payable by it hereunder or under any of the other Loan Documents, the
      Borrower will pay to the Administrative Agent, for the account of the
      Lenders or (as the case may be) the Administrative Agent, on the date on
      which such amount is due and payable hereunder or under such other Loan
      Document, such additional amount in Dollars as shall be necessary to
      enable the Lenders or the Administrative Agent to receive the same net
      amount which the Lenders or the Administrative Agent would have received
      on such due date had no such obligation been imposed upon the Borrower.
      The Borrower will deliver promptly to the Administrative Agent
      certificates or other valid vouchers for all taxes or other charges
      deducted from or paid with respect

<Page>
                                      -33-


      to payments made by the Borrower hereunder or under such other Loan
      Document.

            5.3.3. NON-U.S. LENDERS. Each Lender and the Administrative Agent
      that is not a U.S. Person as defined in Section 7701(a)(30) of the Code
      for federal income tax purposes (a "NON-U.S. LENDER") hereby agrees that,
      if and to the extent it is legally able to do so, it shall, prior to the
      date of the first payment by the Borrower hereunder to be made to such
      Lender or the Administrative Agent or for such Lender's or the
      Administrative Agent's account, deliver to the Borrower and the
      Administrative Agent, as applicable, such certificates, documents or other
      evidence, as and when required by the Code or Treasury Regulations issued
      pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a
      "bank" for purposes of Section 881(c)(3)(A) of the Code, two (2) duly
      completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI
      and any other certificate or statement of exemption required by Treasury
      Regulations, or any subsequent versions thereof or successors thereto,
      properly completed and duly executed by such Lender or the Administrative
      Agent establishing that with respect to payments of principal, interest or
      fees hereunder it is (i) not subject to United States federal withholding
      tax under the Code because such payment is effectively connected with the
      conduct by such Lender or Administrative Agent of a trade or business in
      the United States or (ii) totally exempt or partially exempt from United
      States federal withholding tax under a provision of an applicable tax
      treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for
      purposes of Section 881(c)(3)(A) of the Code, a certificate in form and
      substance reasonably satisfactory to the Administrative Agent and the
      Borrower and to the effect that (i) such Non-U.S. Lender is not a "bank"
      for purposes of Section 881(c)(3)(A) of the Code, is not subject to
      regulatory or other legal requirements as a bank in any jurisdiction, and
      has not been treated as a bank for purposes of any tax, securities law or
      other filing or submission made to any governmental authority, any
      application made to a rating agency or qualification for any exemption
      from any tax, securities law or other legal requirements, (ii) is not a
      ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the
      Code and (iii) is not a controlled foreign corporation receiving interest
      from a related person for purposes of Section 881(c)(3)(C) of the Code,
      together with a properly completed Internal Revenue Service Form W-8 or
      W-9, as applicable (or successor forms). Each Lender or the Administrative
      Agent agrees that it shall, promptly upon a change of its lending office
      or the selection of any additional lending office, to the extent the forms
      previously delivered by it pursuant to this section are no longer
      effective, and promptly upon the Borrower's or the Administrative Agent's
      reasonable request after the occurrence of any other event (including the
      passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI,
      Form W-8 or W-9 in addition to or in replacement of the forms previously
      delivered, deliver to the Borrower and the Administrative Agent, as
      applicable, if and to the extent it is properly entitled to do so, a
      properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9,
      as applicable (or any successor forms thereto). The Borrower shall

<Page>
                                      -34-


      not be required to pay any additional amounts to any Non-U.S. Lender in
      respect of United States federal withholding tax pursuant to ss.5.3.2
      above to the extent that the obligation to pay such additional amounts
      would not have arisen but for a failure by such Non-U.S. Lender to comply
      with the provisions of this ss.5.3.3; PROVIDED, HOWEVER, that the
      foregoing shall not relieve the Borrower of its obligation to pay
      additional amounts pursuant to ss.5.3.2 in the event that, as a result of
      any change in any applicable law, treaty or governmental rule, regulation
      or order, or any change in interpretation, administration or application
      thereof, a Non-US Lender that was previously entitled to receive all
      payments under this Credit Agreement and the Revolving Credit Notes
      without deduction or withholding of any United States federal income taxes
      is no longer properly entitled to deliver forms, certificates or other
      evidence at a subsequent date establishing the fact that such Lender is
      not subject to withholding.

      5.4. COMPUTATIONS. All computations of interest on Base Rate Loans shall
be based on a 365 day year and paid for the actual number of days elapsed. All
computations of interest on Eurodollar Rate Loans and of Fees shall be based on
a 360-day year and paid for the actual number of days elapsed. Except as
otherwise provided in the definition of the term "INTEREST PERIOD" with respect
to Eurodollar Rate Loans, whenever a payment hereunder or under any of the other
Loan Documents becomes due on a day that is not a Business Day, the due date for
such payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension. The outstanding amount of the Revolving
Credit Loans as reflected on the Records from time to time shall be considered
correct and binding on the Borrower unless within five (5) Business Days after
receipt of any notice by the Administrative Agent or any of the Lenders of such
outstanding amount, the Administrative Agent or such Lender shall notify the
Borrower to the contrary.

      5.5. INABILITY TO DETERMINE EURODOLLAR RATE. In the event, prior to the
commencement of any Interest Period relating to any Eurodollar Rate Loan, the
Administrative Agent shall determine or be notified by the Required Lenders that
(a) adequate and reasonable methods do not exist for ascertaining the Eurodollar
Rate that would otherwise determine the rate of interest to be applicable to any
Eurodollar Rate Loan during any Interest Period or (b) the Eurodollar Rate
determined or to be determined for such Interest Period will not adequately and
fairly reflect the cost to the Lenders of making or maintaining their Eurodollar
Rate Loans during such period, the Administrative Agent shall forthwith give
notice of such determination (which shall be conclusive and binding on the
Borrower and the Lenders) to the Borrower and the Lenders. In such event (i) any
Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall
be automatically withdrawn and shall be deemed a request for Base Rate Loans,
(ii) each Eurodollar Rate Loan will automatically, on the last day of the then
current Interest Period relating thereto, become a Base Rate Loan, and (iii) the
obligations of the Lenders to make Eurodollar Rate Loans shall be suspended
until the Administrative Agent or the Required Lenders determine that the
circumstances giving rise to such suspension no longer exist, whereupon the
Administrative Agent or, as the

<Page>
                                      -35-


case may be, the Administrative Agent upon the instruction of the Required
Lenders, shall so notify the Borrower and the Lenders.

      5.6. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Rate Loans, such Lender shall forthwith give notice of such
circumstances to the Borrower and the other Lenders and thereupon (a) the
commitment of such Lender to make Eurodollar Rate Loans or convert Base Rate
Loans to Eurodollar Rate Loans shall forthwith be suspended and (b) such
Lender's Revolving Credit Loans then outstanding as Eurodollar Rate Loans, if
any, shall be converted automatically to Base Rate Loans on the last day of each
Interest Period applicable to such Eurodollar Rate Loans or within such earlier
period as may be required by law. The Borrower hereby agrees promptly to pay the
Administrative Agent for the account of such Lender, upon demand by such Lender,
any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender in making any conversion in accordance with this ss.5.6,
including any interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder.

      5.7. ADDITIONAL COSTS, ETC. If any present or future applicable law, which
expression, as used herein, includes statutes, rules and regulations thereunder
and interpretations thereof by any competent court or by any governmental or
other regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Lender
or the Administrative Agent by any central bank or other fiscal, monetary or
other authority (whether or not having the force of law), shall:

            (a) subject any Lender or the Administrative Agent to any tax, levy,
      impost, duty, charge, fee, deduction or withholding of any nature with
      respect to this Credit Agreement, the other Loan Documents, any Letters of
      Credit, such Lender's Commitment or the Revolving Credit Loans (other than
      taxes based upon or measured by the income or profits of such Lender or
      the Administrative Agent), or

            (b) materially change the basis of taxation (except for changes in
      taxes on income or profits) of payments to any Lender of the principal of
      or the interest on any Revolving Credit Loans or any other amounts payable
      to any Lender or the Administrative Agent under this Credit Agreement or
      any of the other Loan Documents, or

            (c) impose or increase or render applicable (other than to the
      extent specifically provided for elsewhere in this Credit Agreement) any
      special deposit, reserve, assessment, liquidity, capital adequacy or other
      similar requirements (whether or not having the force of law) against
      assets held by, or deposits in or for the account of, or loans by, or
      letters of credit issued by, or commitments of an office of any Lender, or

<Page>
                                      -36-


            (d) impose on any Lender or the Administrative Agent any other
      conditions or requirements with respect to this Credit Agreement, the
      other Loan Documents, any Letters of Credit, the Revolving Credit Loans,
      such Lender's Commitment, or any class of loans, letters of credit or
      commitments of which any of the Revolving Credit Loans or such Lender's
      Commitment forms a part, and the result of any of the foregoing is

                  (i) to increase the cost to any Lender of making, funding,
            issuing, renewing, extending or maintaining any of the Revolving
            Credit Loans or such Lender's Commitment or any Letter of Credit, or

                  (ii) to reduce the amount of principal, interest,
            Reimbursement Obligation or other amount payable to such Lender or
            the Administrative Agent hereunder on account of such Lender's
            Commitment, any Letter of Credit or any of the Revolving Credit
            Loans, or

                  (iii) to require such Lender or the Administrative Agent to
            make any payment or to forego any interest or Reimbursement
            Obligation or other sum payable hereunder, the amount of which
            payment or foregone interest or Reimbursement Obligation or other
            sum is calculated by reference to the gross amount of any sum
            receivable or deemed received by such Lender or the Administrative
            Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Lender
or (as the case may be) the Administrative Agent at any time and from time to
time and as often as the occasion therefor may arise, pay to such Lender or the
Administrative Agent such additional amounts as will be sufficient to compensate
such Lender or the Administrative Agent for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or other sum.

      5.8. CAPITAL ADEQUACY. If after the date hereof any Lender or the
Administrative Agent determines that (a) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) regarding capital requirements for Lenders or Lender
holding companies or any change in the interpretation or application thereof by
a Governmental Authority with appropriate jurisdiction, or (b) compliance by
such Lender or the Administrative Agent or any corporation controlling such
Lender or the Administrative Agent with any law, governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law) of any
such entity regarding capital adequacy, has the effect of reducing the return on
such Lender's or the Administrative Agent's commitment with respect to any
Revolving Credit Loans to a level below that which such Lender or the
Administrative Agent could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or the Administrative
Agent's then existing policies with respect to capital adequacy and assuming
full utilization of such entity's capital) by any amount deemed by such Lender
or (as the case may be) the Administrative Agent to be

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                                      -37-


material, then such Lender or the Administrative Agent may notify the Borrower
of such fact. To the extent that the amount of such reduction in the return on
capital is not reflected in the Base Rate, the Borrower and such Lender shall
thereafter attempt to negotiate in good faith, within thirty (30) days of the
day on which the Borrower receives such notice, an adjustment payable hereunder
that will adequately compensate such Lender in light of these circumstances. If
the Borrower and such Lender are unable to agree to such adjustment within
thirty (30) days of the date on which the Borrower receives such notice, then
commencing on the date of such notice (but not earlier than the effective date
of any such increased capital requirement), the fees payable hereunder shall
increase by an amount that will, in such Lender's reasonable determination,
provide adequate compensation. Each Lender shall allocate such cost increases
among its customers in good faith and on an equitable basis.

      5.9. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to ss.ss.5.7 or 5.8 and a brief explanation of such amounts
which are due, submitted by any Lender or the Administrative Agent to the
Borrower, shall be conclusive, absent manifest error, that such amounts are due
and owing.

      5.10. INDEMNITY. The Borrower agrees to indemnify each Lender and to hold
each Lender harmless from and against any loss, cost or expense (excluding loss
of anticipated profits) that such Lender may sustain or incur as a consequence
of (a) default by the Borrower in payment of the principal amount of or any
interest on any Eurodollar Rate Loans as and when due and payable, including any
such loss or expense arising from interest or fees payable by such Lender to
banks of funds obtained by it in order to maintain its Eurodollar Rate Loans,
(b) default by the Borrower in making a borrowing or conversion after the
Borrower has given (or is deemed to have given) a Loan Request, or a Conversion
Request relating thereto in accordance with ss.2.6 or ss.2.7 or (c) the making
of any payment of a Eurodollar Rate Loan or the making of any conversion of any
such Revolving Credit Loan to a Base Rate Loan on a day that is not the last day
of the applicable Interest Period with respect thereto, including interest or
fees payable by such Lender to lenders of funds obtained by it in order to
maintain any such Revolving Credit Loans.

      5.11. INTEREST AFTER DEFAULT.

            5.11.1. OVERDUE AMOUNTS. Overdue principal and (to the extent
      permitted by applicable law) interest on the Revolving Credit Loans and
      all other overdue amounts payable hereunder or under any of the other Loan
      Documents shall bear interest compounded monthly and payable on demand at
      a rate per annum equal to two percent (2%) above the rate of interest then
      applicable thereto (or, if no rate of interest is then applicable thereto,
      the Base Rate) until such amount shall be paid in full (after as well as
      before judgment).

            5.11.2. AMOUNTS NOT OVERDUE. During the continuance of an Event of
      Default the principal of the Revolving Credit Loans not overdue shall,
      until such Event of Default has been cured or remedied or such Event of
      Default has been waived by the Required Lenders pursuant to ss.16.12, bear
      interest at a rate per

<Page>
                                      -38-


      annum equal to two percent (2%) above the rate of interest otherwise
      applicable to such Revolving Credit Loans pursuant to ss.2.5.

      5.12. REPLACEMENT OF LENDERS. If any Lender (an "AFFECTED LENDER") (a)
makes demand upon the Borrower for (or if the Borrower is otherwise required to
pay) amounts pursuant to ss.ss.5.7 or 5.8, (b) is unable to make or maintain
Eurodollar Rate Loans as a result of a condition described in ss.5.6 or (c)
defaults in its obligation to make Revolving Credit Loans in accordance with the
terms of this Credit Agreement or purchase any Letter of Credit Participation,
the Borrower may, so long as no Default or Event of Default has occurred and is
then continuing, within ninety (90) days of receipt of such demand, notice (or
the occurrence of such other event causing the Borrower to be required to pay
such compensation or causing ss.5.6 to be applicable), or default, as the case
may be, by notice (a "REPLACEMENT NOTICE") in writing to the Administrative
Agent and such Affected Lender (i) request the Affected Lender to cooperate with
the Borrower in obtaining a replacement Lender satisfactory to the
Administrative Agent and the Borrower (the "REPLACEMENT LENDER"); (ii) request
the non-Affected Lenders to acquire and assume all of the Affected Lender's
Revolving Credit Loans and Commitment as provided herein, but none of such
Lenders shall be under an obligation to do so; or (iii) designate a Replacement
Lender approved by the Administrative Agent, such approval not to be
unreasonably withheld or delayed. If any satisfactory Replacement Lender shall
be obtained, and/or if any one or more of the non-Affected Lenders shall agree
to acquire and assume all of the Affected Lender's Revolving Credit Loans and
Commitment, then such Affected Lender shall assign, in accordance with ss.16,
all of its Commitment, Revolving Credit Loans, Letter of Credit Participations,
Revolving Credit Notes and other rights and obligations under this Credit
Agreement and all other Loan Documents to such Replacement Lender or
non-Affected Lenders, as the case may be, in exchange for payment of the
principal amount so assigned and all interest and fees accrued on the amount so
assigned, plus all other Obligations then due and payable to the Affected
Lender; PROVIDED, HOWEVER, that (A) such assignment shall be without recourse,
representation or warranty and shall be on terms and conditions reasonably
satisfactory to such Affected Lender and such Replacement Lender and/or
non-Affected Lenders, as the case may be, and (B) prior to any such assignment,
the Borrower shall have paid to such Affected Lender all amounts properly
demanded and unreimbursed under ss.ss.5.7 and 5.8. Upon the effective date of
such assignment, the Borrower shall issue replacement Revolving Credit Notes to
such Replacement Lender and/or non-Affected Lenders, as the case may be, and
such institution shall become a "Lender" for all purposes under this Credit
Agreement and the other Loan Documents.

                     6. COLLATERAL SECURITY AND GUARANTIES.

      6.1. SECURITY OF BORROWER. The Obligations shall be secured by a perfected
first priority security interest (subject only to Permitted Liens entitled to
priority under applicable law) in all of the assets of the Borrower described in
the Security Documents, whether now owned or hereafter acquired, pursuant to the
terms of the Security Documents to which the Borrower is a party.

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                                      -39-


      6.2. GUARANTIES AND SECURITY OF SUBSIDIARIES. The Obligations shall also
be guaranteed pursuant to the terms of the Guaranty. The obligations of the
Guarantor's under the Guaranty shall be in turn secured by a perfected first
priority security interest (subject only to Permitted Liens entitled to priority
under applicable law) in all of the assets of each such Guarantor described in
the Security Documents, whether now owned or hereafter acquired, pursuant to the
terms of the Security Documents to which such Subsidiary is a party.

                       7. REPRESENTATIONS AND WARRANTIES.

      The Borrower represents and warrants to the Lenders and the Administrative
Agent as follows:

      7.1. CORPORATE AUTHORITY.

            7.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower and its
      Subsidiaries (a) is a corporation (or similar business entity) duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of incorporation or formation, (b) has all requisite
      corporate (or the equivalent company) power to own its property and
      conduct its business as now conducted and as presently contemplated, and
      (c) is in good standing as a foreign corporation (or similar business
      entity) and is duly authorized to do business in each jurisdiction where
      such qualification is necessary except where a failure to be so qualified
      could not reasonably be expected to have a Material Adverse Effect.

            7.1.2. AUTHORIZATION. The execution, delivery and performance of
      this Credit Agreement and the other Loan Documents to which the Borrower
      or any of its Subsidiaries is or is to become a party and the transactions
      contemplated hereby and thereby (a) are within the corporate (or the
      equivalent company) authority of such Person, (b) have been duly
      authorized by all necessary corporate (or the equivalent company)
      proceedings, (c) do not and will not conflict with or result in any breach
      or contravention of any provision of law, statute, rule or regulation to
      which the Borrower or any of its Subsidiaries is subject or any judgment,
      order, writ, injunction, license or permit applicable to the Borrower or
      any of its Subsidiaries except to the extent that any such conflict or
      breach could not reasonably be expected to have a Material Adverse Effect
      and (d) do not conflict with any provision of the Governing Documents of,
      or any agreement or other instrument binding upon, the Borrower or any of
      its Subsidiaries, except where any such conflict of an agreement or
      instrument (other than the Governing Documents) could not reasonably be
      expected to have a Material Adverse Effect.

            7.1.3. ENFORCEABILITY. The execution and delivery of this Credit
      Agreement and the other Loan Documents to which the Borrower or any of its
      Subsidiaries is or is to become a party will result in valid and legally
      binding obligations of such Person enforceable against it in accordance
      with the

<Page>
                                      -40-


      respective terms and provisions hereof and thereof, except as
      enforceability is limited by bankruptcy, insolvency, reorganization,
      moratorium or other laws relating to or affecting generally the
      enforcement of creditors' rights and except to the extent that
      availability of the remedy of specific performance or injunctive relief is
      subject to the discretion of the court before which any proceeding
      therefor may be brought.

      7.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance by
the Borrower and any of its Subsidiaries of this Credit Agreement and the other
Loan Documents to which the Borrower or any of its Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency or
authority other than those already obtained.

      7.3. TITLE TO PROPERTIES; LEASES. Except as indicated on SCHEDULE 7.3 to
the Disclosure Letter, the Borrower and its Subsidiaries own all of the assets
reflected in the consolidated balance sheet of the Borrower and its Subsidiaries
as at the Balance Sheet Date or acquired since that date (except property and
assets sold or otherwise disposed of in the ordinary course of business since
that date), subject to no Liens or other rights of others, except Permitted
Liens.

      7.4. FINANCIAL STATEMENTS AND PROJECTIONS.

            7.4.1. FISCAL YEAR. The Borrower and each of its Subsidiaries has a
      fiscal year which is the twelve months ending on March 31 of each calendar
      year.

            7.4.2. FINANCIAL STATEMENTS. There has been furnished to each of the
      Lenders a consolidated balance sheet of the Borrower and its Subsidiaries
      as at the Balance Sheet Date, and a consolidated statement of income of
      the Borrower and its Subsidiaries for the fiscal year then ended,
      certified by Arthur Andersen LLP. There has also been furnished to each of
      the Lenders a consolidated balance sheet of Remedy Corporation, a Delaware
      corporation ("REMEDY CORPORATION") and its Subsidiaries as of December 31,
      2000 and a consolidated statement of income of Remedy Corporation and its
      Subsidiaries for the fiscal year then ended, certified by Ernst & Young
      LLP. Such balance sheets and statements of income have been prepared in
      accordance with GAAP and fairly present the financial condition of each of
      the Borrower and Remedy Corporation as at the close of business on the
      date thereof and the results of operations for the fiscal year then ended.
      There are no contingent liabilities of either the Borrower or any of its
      Subsidiaries or Remedy Corporation and its Subsidiaries as of such date
      involving material amounts, known to the officers of the Borrower, which
      were not disclosed in such balance sheet and the notes related thereto.

            7.4.3. PROJECTIONS. The projections of the annual operating budgets
      of the Borrower and its Subsidiaries on a consolidated basis, balance
      sheets and cash flow statements for the 2002 through 2004 fiscal years,
      copies of which have been delivered to each Lender, disclose all material
      assumptions made with respect to

<Page>
                                      -41-


      general economic, financial and market conditions used in formulating such
      projections. To the knowledge of the Borrower or any of its Subsidiaries,
      no facts exist that (individually or in the aggregate) would result in any
      material change in any of such projections. Each of the Administrative
      Agent and the Lenders recognize that the projections and forecasts
      provided by or on behalf of the Borrower, although reflecting the
      Borrower's good faith projections or forecasts based on methods and data
      which the Borrower believes to be reasonable and accurate, are not to be
      viewed as facts and that actual results during the periods covered by any
      such projections and forecasts may differ from the projected or forecasted
      results.

            7.4.4. SOLVENCY. The Borrower and its Subsidiaries, on a
      consolidated and consolidating basis, both before and after giving effect
      to the transactions contemplated by this Credit Agreement and the other
      Loan Documents (a) are solvent; (b) have assets having a fair value in
      excess of their liabilities; (c) have assets having a fair value in excess
      of the amount required to pay their liabilities on existing debts as such
      debts become due and payable, and (d) have, and expect to continue to
      have, access to adequate capital for the conduct of their business and the
      ability to pay their debts from time to time incurred in connection with
      the operation of their business as such debts mature.

      7.5. NO MATERIAL ADVERSE CHANGES, ETC. Since the Balance Sheet Date there
has been no event or occurrence which has had a Material Adverse Effect. Since
the Balance Sheet Date, the Borrower has not made any Restricted Payments other
than the Restricted Payments permitted by ss.9.4 hereof.

      7.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower and each of its
Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others.

      7.7. LITIGATION. Except as set forth in SCHEDULE 7.7 to the Disclosure
Letter, there are no actions, suits, proceedings or investigations of any kind
pending or threatened against the Borrower or any of its Subsidiaries before any
Governmental Authority, that, (a) could reasonably be expected to either in any
case or in the aggregate, (i) have a Material Adverse Effect or (ii) materially
impair the right of the Borrower and its Subsidiaries, considered as a whole, to
carry on business substantially as now conducted by them, or result in any
substantial liability not adequately covered by insurance, or for which adequate
reserves are not maintained on the consolidated balance sheet of the Borrower
and its Subsidiaries, or (b) which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.

      7.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor any of
its Subsidiaries is subject to any Governing Document or other legal
restriction, or any judgment, decree, order, law, statute, rule or regulation
that has or is expected in the

<Page>
                                      -42-


future to have a Material Adverse Effect. Neither the Borrower nor any of its
Subsidiaries is a party to any contract or agreement that has or is expected, in
the judgment of the Borrower's officers, to have any Material Adverse Effect.

      7.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the Borrower
nor any of its Subsidiaries is in violation of any provision of its Governing
Documents, or any agreement or instrument to which it may be subject or by which
it or any of its properties may be bound or any decree, order, judgment,
statute, license, rule or regulation, in any of the foregoing cases in a manner
that could reasonably be expected to result in the imposition of substantial
penalties or could reasonably be expected to have a Material Adverse Effect.

      7.10. TAX STATUS. The Borrower and its Subsidiaries (a) have made or filed
all federal, state and foreign income and all other tax returns, reports and
declarations required by any jurisdiction to which any of them is subject, other
than the making or filing, as the case may be, of any income tax return, report
or declaration for any Subsidiary other than Peregrine Remedy, Inc. if the
failure to so make or file could not reasonably be expected to have a Material
Adverse Effect, (b) have paid all taxes and other governmental assessments and
charges shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and by appropriate proceedings, other
than the payment of taxes or assessments owed by a Subsidiary other than
Peregrine Remedy, Inc. if the failure to make such payments could not reasonably
be expected to have a Material Adverse Effect and (c) have set aside on their
books provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and none of the officers of the Borrower know of
any basis for any such claim.

      7.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred and
is continuing.

      7.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the Borrower
nor any of its Subsidiaries is a "HOLDING COMPANY", or a "SUBSIDIARY COMPANY" of
a "HOLDING COMPANY", or an "AFFILIATE" of a "HOLDING COMPANY", as such terms are
defined in the Public Utility Holding Company Act of 1935; nor is it an
"INVESTMENT COMPANY", or an "AFFILIATED COMPANY" or a "PRINCIPAL UNDERWRITER" of
an "INVESTMENT COMPANY", as such terms are defined in the Investment Company Act
of 1940.

      7.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future Lien on any assets or property
of the Borrower or any of its Subsidiaries or any rights relating thereto.

<Page>
                                      -43-


      7.14. PERFECTION OF SECURITY INTEREST. All filings, assignments, pledges
and deposits of documents or instruments have been made and all other actions
have been taken that are necessary or advisable, under applicable law, to
establish and perfect the Administrative Agent's security interest in the
Collateral. The Collateral and the Administrative Agent's rights with respect to
the Collateral are not subject to any setoff, claims, withholdings or other
defenses. The Borrower or a Subsidiary of the Borrower party to one of the
Security Agreements is the owner of the Collateral free from any Lien, except
for Permitted Liens.

      7.15. CERTAIN TRANSACTIONS. Except for arm's length transactions pursuant
to which the Borrower or any of its Subsidiaries makes payments in the ordinary
course of business upon terms no less favorable than the Borrower or such
Subsidiary could obtain from third parties, none of the officers, directors, or
employees of the Borrower or any of its Subsidiaries is presently a party to any
transaction with the Borrower or any of its Subsidiaries (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Borrower, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner, except to the extent that any
such transaction could not reasonably be expected to have a Material Adverse
Effect.

      7.16. EMPLOYEE BENEFIT PLANS.

            7.16.1. IN GENERAL. Each Employee Benefit Plan and each Guaranteed
      Pension Plan has been maintained and operated in compliance in all
      material respects with the provisions of ERISA and all Applicable Pension
      Legislation and, to the extent applicable, the Code, including but not
      limited to the provisions thereunder respecting prohibited transactions
      and the bonding of fiduciaries and other persons handling plan funds as
      required by ss.412 of ERISA. The Borrower has heretofore delivered to the
      Administrative Agent the most recently completed annual report, Form 5500,
      with all required attachments, and actuarial statement required to be
      submitted under ss.103(d) of ERISA, with respect to each Guaranteed
      Pension Plan.

            7.16.2. TERMINABILITY OF WELFARE PLANS. No Employee Benefit Plan,
      which is an employee welfare benefit plan within the meaning of ss.3(1) or
      ss.3(2)(B) of ERISA, provides benefit coverage subsequent to termination
      of employment, except as required by Title I, Part 6 of ERISA or the
      applicable state insurance laws. The Borrower may terminate each such Plan
      at any time (or at any time subsequent to the expiration of any applicable
      bargaining agreement) in the discretion of the Borrower without material
      liability to any Person other than for claims arising prior to
      termination.

            7.16.3. GUARANTEED PENSION PLANS. Each contribution required to be
      made to a Guaranteed Pension Plan, if any, whether required to be made to

<Page>
                                      -44-


      avoid the incurrence of an accumulated funding deficiency, the notice or
      lien provisions of ss.302(f) of ERISA, or otherwise, has been timely made.
      No waiver of an accumulated funding deficiency or extension of
      amortization periods has been received with respect to any Guaranteed
      Pension Plan, and neither the Borrower nor any ERISA Affiliate is
      obligated to or has posted security in connection with an amendment to a
      Guaranteed Pension Plan pursuant to ss.307 of ERISA or ss.401(a)(29) of
      the Code. No liability to the PBGC (other than required insurance
      premiums, all of which have been paid) has been incurred by the Borrower
      or any ERISA Affiliate with respect to any Guaranteed Pension Plan and
      there has not been any ERISA Reportable Event (other than an ERISA
      Reportable Event as to which the requirement of 30 days notice has been
      waived), or any other event or condition which presents a material risk of
      termination of any Guaranteed Pension Plan by the PBGC. Based on the
      latest valuation of each Guaranteed Pension Plan (which in each case
      occurred within twelve months of the date of this representation), and on
      the actuarial methods and assumptions employed for that valuation, the
      aggregate benefit liabilities of all such Guaranteed Pension Plans within
      the meaning of ss.4001 of ERISA did not exceed the aggregate value of the
      assets of all such Guaranteed Pension Plans, disregarding for this purpose
      the benefit liabilities and assets of any Guaranteed Pension Plan with
      assets in excess of benefit liabilities, by more than $2,000,000.

            7.16.4. MULTIEMPLOYER PLANS. Neither the Borrower nor any ERISA
      Affiliate has incurred any material liability (including secondary
      liability) to any Multiemployer Plan as a result of a complete or partial
      withdrawal from such Multiemployer Plan under ss.4201 of ERISA or as a
      result of a sale of assets described in ss.4204 of ERISA. Neither the
      Borrower nor any ERISA Affiliate has been notified that any Multiemployer
      Plan is in reorganization or insolvent under and within the meaning of
      ss.4241 or ss.4245 of ERISA or is at risk of entering reorganization or
      becoming insolvent, or that any Multiemployer Plan intends to terminate or
      has been terminated under ss.4041A of ERISA.

      7.17. USE OF PROCEEDS.

            7.17.1. GENERAL. The proceeds of the Revolving Credit Loans shall be
      used to refinance existing Indebtedness of the Borrower and for working
      capital and general corporate purposes. The Borrower will obtain Letters
      of Credit solely for working capital and general corporate purposes.

            7.17.2. REGULATIONS U AND X. No portion of any Revolving Credit Loan
      is to be used, and no portion of any Letter of Credit is to be obtained,
      for the purpose of purchasing or carrying any "MARGIN SECURITY" or "MARGIN
      STOCK" as such terms are used in Regulations U and X of the Board of
      Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

            7.17.3. INELIGIBLE SECURITIES. No portion of the proceeds of any
      Revolving Credit Loans is to be used, and no portion of any Letter of
      Credit is to be obtained, for the purpose of knowingly purchasing, or
      providing credit

<Page>
                                      -45-


      support for the purchase of, during the underwriting or placement period
      or within thirty (30) days thereafter, any Ineligible Securities
      underwritten or privately placed by a Financial Affiliate.

      7.18. ENVIRONMENTAL COMPLIANCE. The Borrower has taken all necessary steps
to investigate the past and present condition and usage of the Real Estate and
the operations conducted thereon and, based upon such diligent investigation,
has determined that:

            (a) none of the Borrower, its Subsidiaries or any operator of the
      Real Estate or any operations thereon is in violation, or alleged
      violation, of any judgment, decree, order, law, license, rule or
      regulation pertaining to environmental matters, including without
      limitation, those arising under the Resource Conservation and Recovery Act
      ("RCRA"), the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and
      Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the
      Federal Clean Air Act, the Toxic Substances Control Act, or any state,
      local or foreign law, statute, regulation, ordinance, order or decree
      relating to health, safety or the environment (hereinafter "ENVIRONMENTAL
      LAWS"), which violation could reasonably be expected to have a material
      adverse effect on the environment or a Material Adverse Effect;

            (b) neither the Borrower nor any of its Subsidiaries has received
      notice from any third party including, without limitation, any
      Governmental Authority, (i) that any one of them has been identified by
      the United States Environmental Protection Agency ("EPA") as a potentially
      responsible party under CERCLA with respect to a site listed on the
      National Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that any
      hazardous waste, as defined by 42 U.S.C. ss.6903(5), any hazardous
      substances as defined by 42 U.S.C. ss.9601(14), any pollutant or
      contaminant as defined by 42 U.S.C. ss.9601(33) and any toxic substances,
      oil or hazardous materials or other chemicals or substances regulated by
      any Environmental Laws ("HAZARDOUS SUBSTANCES") which any one of them has
      generated, transported or disposed of has been found at any site at which
      a Governmental Authority has conducted or has ordered that any Borrower or
      any of its Subsidiaries conduct a remedial investigation, removal or other
      response action pursuant to any Environmental Law; or (iii) that it is or
      shall be a named party to any claim, action, cause of action, complaint,
      or legal or administrative proceeding (in each case, contingent or
      otherwise) arising out of any third party's incurrence of costs, expenses,
      losses or damages of any kind whatsoever in connection with the release of
      Hazardous Substances;

            (c) except as set forth on SCHEDULE 7.18 to the Disclosure Letter :
      (i) no portion of the Real Estate has been used for the handling,
      processing, storage or disposal of Hazardous Substances except in
      accordance with applicable Environmental Laws; and no underground tank or
      other underground storage receptacle for Hazardous Substances is located
      on any portion of the Real Estate;

<Page>
                                      -46-


      (ii) in the course of any activities conducted by the Borrower, its
      Subsidiaries or operators of its properties, no Hazardous Substances have
      been generated or are being used on the Real Estate except in accordance
      with applicable Environmental Laws; (iii) there have been no releases
      (i.e. any past or present releasing, spilling, leaking, pumping, pouring,
      emitting, emptying, discharging, injecting, escaping, disposing or
      dumping) or threatened releases of Hazardous Substances on, upon, into or
      from the properties of the Borrower or its Subsidiaries, which releases
      would have a material adverse effect on the value of any of the Real
      Estate or adjacent properties or the environment; (iv) to the best of the
      Borrower's knowledge, there have been no releases on, upon, from or into
      any real property in the vicinity of any of the Real Estate which, through
      soil or groundwater contamination, may have come to be located on, and
      which would have a material adverse effect on the value of, the Real
      Estate; and (v) in addition, any Hazardous Substances that have been
      generated on any of the Real Estate have been transported offsite only by
      carriers having an identification number issued by the EPA (or the
      equivalent thereof in any foreign jurisdiction), treated or disposed of
      only by treatment or disposal facilities maintaining valid permits as
      required under applicable Environmental Laws, which transporters and
      facilities have been and are, to the best of the Borrower's knowledge,
      operating in compliance with such permits and applicable Environmental
      Laws, with the parties hereto hereby acknowledging that as to any Real
      Estate leased by the Borrower or any of its Subsidiaries and not owned by
      the Borrower or any Subsidiary, such representations made in this
      subparagraph (c) are made solely to the Borrower's knowledge; and

            (d) none of the Borrower and its Subsidiaries or any of the other
      Real Estate is subject to any applicable Environmental Law requiring the
      performance of Hazardous Substances site assessments, or the removal or
      remediation of Hazardous Substances, or the giving of notice to any
      Governmental Authority or the recording or delivery to other Persons of an
      environmental disclosure document or statement by virtue of the
      transactions set forth herein and contemplated hereby, or as a condition
      to the effectiveness of any other transactions contemplated hereby.

      7.19. SUBSIDIARIES, ETC. SCHEDULE 7.19(a) to the Disclosure Letter sets
forth the Material Domestic and Material Foreign Subsidiaries of the Borrower.
Except as set forth on SCHEDULE 7.19(b) hereto, neither the Borrower nor any
Material Domestic or Material Foreign Subsidiary of the Borrower is engaged in
any joint venture or partnership with any other Person. The jurisdiction of
incorporation/formation and principal place of business or registered office of
each Material Domestic or Material Foreign Subsidiary of the Borrower is listed
on SCHEDULE 7.19(a) hereto.

      7.20. BANK ACCOUNTS. SCHEDULE 7.20 to the Disclosure Letter (as the same
may be updated from time to time pursuant to ss.9.12) sets forth the account
numbers and location of all bank accounts of the Borrower or any of its Domestic
Subsidiaries into

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                                      -47-


which proceeds of any of the Borrower's and its Domestic Subsidiaries'
Collateral may be deposited.

      7.21. DISCLOSURE. None of this Credit Agreement, any of the other Loan
Documents or the Governing Documents contains any untrue statement of a material
fact or omits to state a material fact (known to the Borrower or any of its
Subsidiaries in the case of any document or information not furnished by it or
any of its Subsidiaries) necessary in order to make the statements herein or
therein not misleading (it being recognized that the projections and forecasts
provided by the Borrower are not to be viewed as facts and that actual results
during the period or periods covered by such projections and forecasts may
differ from the projected or forecasted results). There is no fact known to the
Borrower or any of its Subsidiaries which has a Material Adverse Effect, or
which is reasonably likely in the future to have a Material Adverse Effect,
exclusive of effects resulting from changes in general economic conditions,
changes in the Borrower's industry, changes resulting from volatility in equity
markets, legal standards or regulatory conditions.

      7.22. INSURANCE. The Borrower and each of its Subsidiaries maintains with
financially sound and reputable insurers insurance with respect to its
properties and businesses against such casualties and contingencies as are in
accordance with sound business practices.

      7.23. STATUS OF REVOLVING CREDIT LOANS AS SENIOR DEBT. All Indebtedness of
the Borrower and its Subsidiaries to the Lenders and the Administrative Agent in
respect of the Revolving Credit Loans and Reimbursement Obligations constitute
"Senior Debt" under the terms of the Subordinated Debt Documents. In addition,
(a) this Credit Agreement would constitute the "Credit Agreement" under the
terms of the Subordinated Indenture, and (b) the Indebtedness of the Borrower
and its Subsidiaries to the Lenders and the Administrative Agent in respect of
the Revolving Credit Loans, Reimbursement Obligations and the other Obligations
constitute "Designated Senior Debt". In addition, without prejudice to the
Credit Agreement's status as the "Credit Agreement" referred to in the
Subordinated Indenture, the Borrower expressly designates all Obligations
hereunder, and under the other Loan Documents, as "Senior Debt" and "Designated
Senior Debt" for purposes of the Subordinated Indenture. The Borrower confirms
that it has not designated any other Indebtedness of the Borrower or any of its
Subsidiaries as, and has no, "Designated Senior Debt" for purposes of (and as
defined in) the Subordinated Indenture, other than the Obligations.

                            8. AFFIRMATIVE COVENANTS.

      The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Lender has any obligation to make any Revolving Credit
Loans or the Administrative Agent has any obligation to issue, extend or renew
any Letters of Credit:

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                                      -48-


      8.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or cause
to be paid the principal and interest on the Revolving Credit Loans, all
Reimbursement Obligations, the Letter of Credit Fees, the Commitment Fees, the
Administrative Agent's fee and all other amounts provided for in this Credit
Agreement and the other Loan Documents to which the Borrower or any of its
Subsidiaries is a party, all in accordance with the terms of this Credit
Agreement and such other Loan Documents.

      8.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief executive
office in San Diego, California, or at such other place in the United States of
America as the Borrower shall designate upon written notice to the
Administrative Agent, where notices, presentations and demands to or upon the
Borrower in respect of the Loan Documents to which the Borrower is a party may
be given or made. In addition, neither the Borrower nor any Guarantor will
change its state of incorporation or formation.

      8.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each of
its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with GAAP, (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties and the
properties of its Subsidiaries, contingencies, and other reserves, and (c) at
all times engage Arthur Andersen LLP or other independent certified public
accountants satisfactory to the Administrative Agent as the independent
certified public accountants of the Borrower and its Subsidiaries and will not
permit more than thirty (30) days to elapse between the cessation of such firm's
(or any successor firm's) engagement as the independent certified public
accountants of the Borrower and its Subsidiaries and the appointment in such
capacity of a successor firm as shall be satisfactory to the Administrative
Agent.

      8.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower will
deliver to each of the Lenders:

            (a) as soon as practicable, but in any event not later than ninety
      (90) days after the end of each fiscal year of the Borrower, the
      consolidated balance sheet of the Borrower and its Subsidiaries and the
      consolidating balance sheet of the Borrower and its Subsidiaries, each as
      at the end of such year, and the related consolidated statement of income
      and consolidated statement of cash flow and consolidating statement of
      income for such year, each setting forth in comparative form the figures
      for the previous fiscal year and all such consolidated and consolidating
      statements to be in reasonable detail, prepared in accordance with GAAP,
      and certified, without qualification and without an expression of
      uncertainty as to the ability of the Borrower or any of its Subsidiaries
      to continue as going concerns, by Arthur Andersen LLP or by other
      independent certified public accountants satisfactory to the
      Administrative Agent;

            (b) as soon as practicable, but in any event not later than
      forty-five (45) days after the end of each of the fiscal quarters of the
      Borrower, copies of the unaudited consolidated balance sheet of the
      Borrower and its Subsidiaries and

<Page>
                                      -49-


      the unaudited consolidating balance sheet of the Borrower and its
      Subsidiaries, each as at the end of such quarter, and the related
      consolidated statement of income and consolidated statement of cash flow
      for the portion of the Borrower's fiscal year then elapsed, all in
      reasonable detail and prepared in accordance with GAAP, together with a
      certification by the principal financial or accounting officer of the
      Borrower that the information contained in such financial statements
      fairly presents the financial position of the Borrower and its
      Subsidiaries on the date thereof (subject to year-end adjustments);

            (c) simultaneously with the delivery of the financial statements
      referred to in subsections (a) and (b) above, a statement certified by the
      principal financial or accounting officer of the Borrower in substantially
      the form of EXHIBIT D hereto (a "COMPLIANCE CERTIFICATE") and setting
      forth in reasonable detail computations evidencing compliance with the
      covenants contained in ss.10 and (if applicable) reconciliations to
      reflect changes in GAAP since the Balance Sheet Date;

            (d) within forty five (45) days after the end of each fiscal quarter
      or at such earlier time as the Administrative Agent or the Required
      Lenders may reasonably request, an Accounts Receivable aging report in
      form acceptable to the Administrative Agent and the Required Lenders;

            (e) contemporaneously with the filing or mailing thereof, copies of
      all material of a financial nature filed with the Securities and Exchange
      Commission or sent to the stockholders of the Borrower;

            (f) as soon as practicable, but in any event not later than thirty
      (30) days prior to the beginning of the next fiscal year, or such other
      time upon request of the Administrative Agent or the Required Lenders,
      projections of the Borrower and its Subsidiaries updating those
      projections delivered to the Lenders and referred to in ss.7.4.3 or, if
      applicable, updating any later such projections delivered in response to a
      request pursuant to this ss.8.4(e); and

            (g) from time to time such other financial data and information
      (including accountants, management letters) as the Administrative Agent or
      any Lender may reasonably request.

      8.5. NOTICES.

            8.5.1. DEFAULTS. The Borrower will promptly notify the
      Administrative Agent in writing of the occurrence of any Default or Event
      of Default, together with a reasonably detailed description thereof, and
      the actions the Borrower proposes to take with respect thereto. If any
      Person shall give any notice or take any other action in respect of a
      claimed default (whether or not constituting an Event of Default) under
      this Credit Agreement or any other note, evidence of indebtedness,
      indenture or other obligation to which or with respect to which the
      Borrower or any of its Subsidiaries is a party or obligor, whether as
      principal,

<Page>
                                      -50-


      guarantor, surety or otherwise, the Borrower shall forthwith give written
      notice thereof to the Administrative Agent, describing the notice or
      action and the nature of the claimed default.

            8.5.2. ENVIRONMENTAL EVENTS. The Borrower will promptly give notice
      to the Administrative Agent (a) of any violation of any Environmental Law
      that the Borrower or any of its Subsidiaries reports in writing or is
      reportable by such Person in writing (or for which any written report
      supplemental to any oral report is made) to any Governmental Authority and
      (b) upon becoming aware thereof, of any inquiry, proceeding,
      investigation, or other action, including a notice from any agency of
      potential environmental liability, of any Governmental Authority that
      could reasonably be expected to have a Material Adverse Effect.

            8.5.3. NOTIFICATION OF CLAIM AGAINST COLLATERAL. The Borrower will,
      immediately upon becoming aware thereof, notify the Administrative Agent
      in writing of any setoff, claims (including, with respect to the Real
      Estate, environmental claims), withholdings or other defenses to which any
      of the Collateral, or the Administrative Agent's rights with respect to
      the Collateral, are subject.

            8.5.4. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower will, and
      will cause each of its Subsidiaries to, give notice to the Administrative
      Agent in writing within fifteen (15) days of becoming aware of any
      litigation or proceedings threatened in writing or any pending litigation
      and proceedings affecting the Borrower or any of its Subsidiaries or to
      which the Borrower or any of its Subsidiaries is or becomes a party
      involving an uninsured claim against the Borrower or any of its
      Subsidiaries that could reasonably be expected to have a Material Adverse
      Effect on the Borrower or any of its Subsidiaries and stating the nature
      and status of such litigation or proceedings. The Borrower will, and will
      cause each of its Subsidiaries to, give notice to the Administrative
      Agent, in writing, in form and detail satisfactory to the Administrative
      Agent, within ten (10) days of any judgment not covered by insurance,
      final or otherwise, against the Borrower or any of its Subsidiaries in an
      amount in excess of $500,000.

      8.6. LEGAL EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrower will do or
cause to be done all things necessary to preserve and keep in full force and
effect its legal existence, rights and franchises and those of its Subsidiaries
and will not, and will not cause or permit any of its Subsidiaries to, convert
to a limited liability company or a limited liability partnership, nor will the
Borrower or any Guarantor change its jurisdiction of incorporation or formation.
It (a) will cause all of its properties and those of its Subsidiaries used or
useful in the conduct of its business or the business of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment, (b) will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times,
and (c) will, and will cause each of its Subsidiaries to, continue to engage
primarily in the businesses now

<Page>
                                      -51-


conducted by them and in related businesses; PROVIDED that nothing in this
ss.8.6 shall prevent the Borrower from discontinuing the operation (including,
without limitation, a dissolution) and maintenance of any of its properties or
any of those of its Subsidiaries if such discontinuance is, in the judgment of
the Borrower, desirable in the conduct of its or their business and that do not
in the aggregate have a Material Adverse Effect.

      8.7. INSURANCE. The Borrower will, and will cause each of its Subsidiaries
to, maintain with financially sound and reputable insurers insurance with
respect to its properties and business against such casualties and contingencies
as shall be in accordance with the general practices of businesses engaged in
similar activities in similar geographic areas and in amounts, containing such
terms, in such forms and for such periods as may be reasonable and prudent and
in accordance with the terms of the Security Agreements.

      8.8. TAXES. The Borrower will, and will cause each of its Subsidiaries to,
duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
imposed upon it and its Real Estate, sales and activities, or any part thereof,
or upon the income or profits therefrom, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a Lien or charge upon
any of its property; PROVIDED that any such tax, assessment, charge, levy or
claim need not be paid if the validity or amount thereof shall currently be
contested in good faith by appropriate proceedings and if the Borrower or such
Subsidiary shall have set aside on its books adequate reserves with respect
thereto; and PROVIDED FURTHER that the Borrower and each Subsidiary of the
Borrower will pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any Lien that may
have attached as security therefor.

      8.9. INSPECTION OF PROPERTIES AND BOOKS, ETC. The Borrower shall permit
the Lenders, through the Administrative Agent or any of the Lenders' other
designated representatives, to visit the Borrower or any of its Subsidiaries, to
examine the books of account of the Borrower and its Subsidiaries (and to make
copies thereof and extracts therefrom), and to discuss the affairs, finances and
accounts of the Borrower and its Subsidiaries with, and to be advised as to the
same by, its and their officers, all at such reasonable times and intervals as
the Administrative Agent or any Lender may reasonably request.

      8.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The Borrower
will, and will cause each of its Subsidiaries to, comply with (a) the applicable
laws and regulations wherever its business is conducted, including all
Environmental Laws, (b) the provisions of its Governing Documents, (c) all
agreements and instruments by which it or any of its properties may be bound and
(d) all applicable decrees, orders, and judgments, except to the extent that
such noncompliance could not reasonably be expected to have a Material Adverse
Effect. If any authorization, consent, approval, permit or license from any
officer, agency or instrumentality of any government shall become necessary or
required in order that the Borrower or any of its Subsidiaries may fulfill any
of its obligations hereunder or any of the other Loan Documents to which the
Borrower or such Subsidiary is a party, the Borrower will, or (as the case may
be) will

<Page>
                                      -52-


cause such Subsidiary to, immediately take or cause to be taken all reasonable
steps within the power of the Borrower or such Subsidiary to obtain such
authorization, consent, approval, permit or license and furnish the
Administrative Agent and the Lenders with evidence thereof.

      8.11. EMPLOYEE BENEFIT PLANS. The Borrower will (a) upon the request of
the Administrative Agent, furnish to the Administrative Agent a copy of the most
recent actuarial statement required to be submitted under ss.103(d) of ERISA and
Annual Report, Form 5500, with all required attachments, in respect of each
Guaranteed Pension Plan, (b) promptly upon receipt or dispatch, furnish to the
Administrative Agent any notice, report or demand sent or received in respect of
a Guaranteed Pension Plan under ss.ss.302, 4041, 4042, 4043, 4063, 4065, 4066
and 4068 of ERISA, or in respect of a Multiemployer Plan, under ss.ss.4041A,
4202, 4219, 4242, or 4245 of ERISA and (c) promptly furnish to the
Administrative Agent a copy of all actuarial statements required to be submitted
under all Applicable Pension Legislation.

      8.12. USE OF PROCEEDS. The Borrower will use the proceeds of the Revolving
Credit Loans and obtain Letters of Credit solely for the purposes set forth in
ss.7.17.1.

      8.13. BANK ACCOUNTS. The Borrower will, and will cause each of its
Domestic Subsidiaries to, together with the employees, agents and other Persons
acting on behalf of the Borrower or such Domestic Subsidiary, receive and hold
in trust for the Administrative Agent and the Lenders all payments constituting
proceeds of Accounts Receivable or other Collateral which come into their
possession or under their control and, immediately upon receipt thereof, deposit
such payments in the form received, with any appropriate endorsements, in one of
the accounts designated as a central depository account on SCHEDULE 7.20 to the
Disclosure Letter.

      8.14. FAIR LABOR STANDARDS ACT. The Borrower will, and will cause each of
its Subsidiaries to, at all times operate its business in compliance with all
material applicable provisions of the Fair Labor Standards Act of 1938, as
amended, or other similar legislation in the jurisdiction in which the Borrower
or any of its Subsidiaries operates ("OTHER LABOR REGULATIONS") as the case may
be, except if any such noncompliance could not reasonably be expected to have a
Material Adverse Effect. None of the inventory of the Borrower or any of its
Subsidiaries is or will be produced by employees of the Borrower or any of its
Subsidiaries who are employed in violation of the applicable minimum wage or
maximum hour provisions of the Fair Labor Standards Act (29 U.S.C. ss.ss.206 and
207) or any regulations promulgated thereunder or Other Labor Regulations, in
each case, as in effect from time to time.

      8.15. ADDITIONAL SUBSIDIARIES. If, after the Closing Date, the Borrower or
any of its Subsidiaries creates or acquires, either directly or indirectly, any
Material Domestic or Material Foreign Subsidiary, it will immediately notify the
Administrative Agent and the Lenders of such creation or acquisition, as the
case may be, and provide the Administrative Agent and the Lenders with an
updated SCHEDULE 7.19(a) and take all other action required by ss.8.16 hereof.

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                                      -53-


      8.16. NEW GUARANTORS. The Borrower will cause each Material Domestic
Subsidiary created, acquired or otherwise existing on or after the Closing Date
to immediately become a Guarantor and shall cause such Subsidiary to execute and
deliver to the Administrative Agent, for the benefit of the Administrative Agent
and the Lenders, (a) a Guaranty, and (b) further Security Documents or other
instruments and documents as the Administrative Agent may require in order to
grant to the Administrative Agent a first priority perfected security interest
in certain of such Domestic Subsidiary's assets (PROVIDED, to the extent such
Material Domestic Subsidiary directly owns a Material Foreign Subsidiary, such
Material Domestic Subsidiary shall only be required to pledge 65% of the capital
stock of such Material Foreign Subsidiary and, PROVIDED, FURTHER, that the
collateral subject to such security interest shall not be more extensive in
scope than the collateral pledged by the Borrower), together with legal opinions
in form and substance satisfactory to the Administrative Agent to be delivered
to the Administrative Agent and the Lenders opining as to authorization validity
and enforceability of such Guaranty and Security Documents and (as to the
applicable Security Documents) the perfection of such security interests. In
addition, the Borrower will not at any time permit the aggregate assets of the
Insignificant Domestic Subsidiaries which are not Guarantors to exceed five
percent (5%) of the Borrower and its Subsidiaries consolidated assets and, in
addition, the Borrower also agrees to be bound by the provisions of ss.8.18
hereof. The Borrower shall require certain Insignificant Domestic Subsidiaries
to become Guarantors hereunder to the extent necessary to comply at all times
with the preceding sentence, and such Subsidiary shall remain a Guarantor
hereunder and, in addition, the Borrower shall, to the extent required by
ss.8.18, require any Foreign Subsidiary to become a Guarantor hereunder and
pledge the Capital Stock of any Material Foreign Subsidiary.

      8.17. STATUS OF REVOLVING CREDIT LOAN AS SENIOR DEBT. The Borrower shall,
on the Closing Date and at such other times as may reasonably be requested by
the Administrative Agent, deliver to the Administrative Agent certificates and,
if requested, legal opinions, evidencing that the Indebtedness of the Borrower
and its Subsidiaries to the Lenders and the Administrative Agent in respect of
the Revolving Credit Loans and Reimbursement Obligations constitutes "Senior
Debt" under the terms of the Subordinated Debt Documents and that (a) this
Credit Agreement would constitute the "Credit Agreement" under the terms of the
Subordinated Indenture, and (b) the Indebtedness of the Borrower and its
Subsidiaries to the Lenders and the Administrative Agent in respect of the
Revolving Credit Loans, Reimbursement Obligations and the other Obligations
constitute "Designated Senior Debt".

      8.18. FOREIGN SUBSIDIARY GUARANTEES AND PLEDGES If an Event of Default has
occurred and is continuing pursuant ss.13.1(c) as it relates to the financial
covenants contained in ss.10 hereof, to the extent so requested by the Required
Lenders, the Borrower shall cause (a) any Foreign Subsidiary which owns the
Capital Stock of any Material Foreign Subsidiary and (b) any one or more Foreign
Subsidiaries which owns the Capital Stock of any Insignificant Foreign
Subsidiaries which has not had its Capital Stock pledged (so long as such
Capital Stock is not pledged, a "Nonpledged Subsidiary") but which, when taken
together with the other Nonpledged Subsidiaries, represent

<Page>
                                      -54-


aggregate assets which exceed five percent (5%) of the Borrower and its
Subsidiaries consolidated assets, to, by not later than fifteen (15) Business
Days after receipt of a notice from the Administrative Agent, to the extent
permitted by applicable law, enter into a Guaranty and applicable security
documents so as to pledge to the Administrative Agent, for the benefit of the
Lenders and the Administrative Agent, (1) 100% of the Capital Stock of such
Material Foreign Subsidiary and, (2) 100% of the Capital Stock of such
Nonpledged Subsidiaries as is necessary so that after giving effect to such
pledges, the aggregate assets of all remaining Nonpledged Subsidiaries
represents less than five percent (5%) of the Borrower and its Subsidiaries
consolidated assets and, in addition, the Administrative Agent shall be
permitted to take all action necessary to effectuate such Guaranty and pledge
and perfect its security interest in such Capital Stock, including but not
limited to releasing from escrow any Guaranty and pledge agreements executed by
any Foreign Subsidiary on or about the Closing Date (with the Borrower hereby
agreeing to pay all costs, fees, stamp taxes and any other amounts associated
with such the actions required under this ss.8.18), and the Borrower shall, and
shall cause each Subsidiary, to take all action which the Administrative Agent
shall request in order to effectuate such Guaranty and pledge and perfect the
Administrative Agent's security interest in the Capital Stock of the Foreign
Subsidiaries being pledged, and shall deliver all corporate or similar
documentation, authorizations and legal opinions as the Administrative Agent may
reasonably request. The Borrower agrees it it shall, and shall cause each
applicable Subisdiary, to, by not later than sixty (60) days after the Closing
Date, execute and deliver to the Administrative Agent to hold in escrow such
guarantees and other Security Documents contemplated in this ss.8.18 as the
Administrative Agent shall so request.

      8.19. FURTHER ASSURANCES. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Lenders and the Administrative Agent and
execute such further instruments and documents as the Lenders or the
Administrative Agent shall reasonably request to carry out to their satisfaction
the transactions contemplated by this Credit Agreement and the other Loan
Documents.

                         9. CERTAIN NEGATIVE COVENANTS.

      The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Lender has any obligation to make any Revolving Credit
Loans or the Administrative Agent has any obligations to issue, extend or renew
any Letters of Credit:

      9.1. RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

            (a) Indebtedness to the Lenders and the Administrative Agent arising
      under any of the Loan Documents;

<Page>
                                      -55-


            (b) endorsements for collection, deposit or negotiation and
      warranties of products or services, in each case incurred in the ordinary
      course of business;

            (c) Indebtedness incurred in connection with the acquisition after
      the date hereof of any real or personal property by the Borrower or such
      Subsidiary or under any Capitalized Lease, PROVIDED that the aggregate
      principal amount of such Indebtedness of the Borrower and its Subsidiaries
      shall not exceed the aggregate amount of $20,000,000 at any one time;

            (d) Indebtedness in respect of Interest Rate Agreements so long as
      such arrangements are in the ordinary course of business and are not for
      speculative purposes;

            (e) Indebtedness existing on the date hereof and listed and
      described on SCHEDULE 9.1 to the Disclosure Letter;

            (f) Indebtedness of a Guarantor to the Borrower so long as such
      Guarantor remains a Domestic Subsidiary of the Borrower and a Guarantor
      hereunder and Indebtedness of the Borrower to any Subsidiary so long as
      such Indebtedness is subordinated to the payment in full in cash of all
      the Obligations hereunder on terms acceptable to the Administrative Agent;

            (g) Indebtedness of one Guarantor to another Guarantor so long as
      each such Person remains a Domestic Subsidiary of the Borrower and a
      Guarantor hereunder;

            (h) Indebtedness of (i) any Foreign Subsidiary to the Borrower or a
      Guarantor (other than Indebtedness provided for pursuant to this
      ss.9.1(h)(iv)) PROVIDED that (1) the aggregate principal amount of all
      Indebtedness of all Foreign Subsidiaries incurred on or after the Closing
      Date pursuant to this ss.9.1(h)(i) PLUS the aggregate amount of all
      Investments made on or after the Closing Date pursuant to ss.9.3(g)
      hereunder shall not exceed $17,500,000 in any fiscal quarter and shall not
      exceed $80,000,000 at any time; (2) no Default or Event of Default has
      occurred and is continuing or would exist as a result of the incurrence of
      such Indebtedness; (3) the Borrower has demonstrated to the satisfaction
      of the Administrative Agent that the Minimum Cash, both before and after
      giving effect to the incurrence of such Indebtedness is not less that
      $75,000,000; and (4) such Indebtedness is in the form of an intercompany
      loan, which intercompany loan is evidenced by a demand promissory note
      which has been pledged to the Administrative Agent for the benefit of the
      Administrative Agent and the Lenders (and has been properly endorsed and
      delivered to the Administrative Agent); (ii) any Foreign Subsidiary to any
      other Foreign Subsidiary arising from the license of any intellectual
      property or cost sharing arrangements with respect to research and
      development costs of a Foreign Subsidiary; (iii) Foreign Subsidiary to
      Peregrine Systems Global Ltd. resulting solely from a transfer from
      Peregrine Systems Global Ltd. of funds received by Peregrine Systems
      Global Ltd. from the Borrower pursuant to ss.9.1(h)(i) above in

<Page>
                                      -56-


      the like form received; and (iv) any Foreign Subsidiary to the Borrower or
      a Guarantor arising from the license of any intellectual property or cost
      sharing arrangements with respect to research and development costs
      between the Borrower and such Foreign Subsidiary and only so long as such
      Indebtedness is solely in the form of a book entry transfer and not a cash
      transfer from the Borrower to such Foreign Subsidiary;

            (i) Indebtedness consisting of the sale by the Borrower or any of
      its Subsidiaries of its Accounts Receivable and other rights to receive
      payments pursuant to a nonrecourse purchase facility existing on the
      Closing Date (the "RECEIVABLES TRANSACTION"), together with any obligation
      of the Borrower or such Subsidiary to pay any fees in connection therewith
      and, to the extent a Subsidiary is the seller of such Accounts Receivable,
      the obligation of the Borrower under the Warranty Guaranty, so long as the
      aggregate amount of all such Indebtedness does not exceed in any fiscal
      quarter forty percent (40%) of the Borrower's and its Subsidiaries' gross
      quarterly Accounts Receivable for such fiscal quarter ;

            (j) Indebtedness consisting of letters of credit issued for the
      benefit of any landlord or other Person to secure rental payments on any
      Real Estate lease in an aggregate principal amount of not more than
      $2,000,000;

            (k) other unsecured Indebtedness of the Borrower or any Subsidiary
      incurred in the ordinary course of business in an aggregate amount not to
      exceed $10,000,000 at any time;

            (l) the Subordinated Debt;

            (m) Indebtedness incurred to extend, refinance, replace or renew
      Indebtedness which is otherwise permitted herein, provided that the
      principal amount of any such Indebtedness shall not be increased above the
      amount of the Indebtedness being extended, refinanced, replaced or renewed
      and any collateral security in respect thereof shall not be changed (or
      increased) (but any lien or encumbrance on such collateral may be released
      or discharged) as a result of or in connection with such extension,
      refinancing, replacement or renewal;

            (n) any Indebtedness which constitutes a Restricted Payment so long
      as such Restricted Payment is permitted to be made pursuant to ss.9.4
      hereof;

            (o) Indebtedness of any Person existing at the time such Person is
      merged with or into the Borrower or becomes a Subsidiary as permitted
      pursuant to ss.9.5.1., provided that (i) such Indebtedness is not incurred
      in connection with, or in contemplation of, such Person merging with and
      into the Borrower or becoming a Subsidiary of the Borrower; and (ii) the
      aggregate principal amount of all such Indebtedness does not exceed
      $15,000,000 at any one time;

<Page>
                                      -57-


            (p) Indebtedness with respect to surety, appeal, indemnity,
      performance or other similar bonds incurred in the ordinary course of
      business, consistent with past practices; and

            (q) Indebtedness consisting of the Cash Management Guarantees and
      other Indebtedness of the Cash Management Foreign Subsidiaries to Bank of
      America, N.A. arising pursuant to the Foreign Subsidiary Cash Management
      Arrangement, PROVIDED, that the aggregate principal amount of all
      Indebtedness owing pursuant to this ss.9.1(q) which is at any time in
      excess of the aggregate balance of amounts on deposit by such Cash
      Management Foreign Subsidiaries with Bank of America, N.A. in the accounts
      subject to the Cash Management Lien may not exceed $5,000,000 at any time.

      9.2. RESTRICTIONS ON LIENS.

            9.2.1. PERMITTED LIENS. The Borrower will not, and will not permit
any of its Subsidiaries to, (a) create or incur or suffer to be created or
incurred or to exist any Lien upon any of its property or assets of any
character whether now owned or hereafter acquired, or upon the income or profits
therefrom; (b) transfer any of such property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to payment of its general
creditors; (c) acquire, or agree or have an option to acquire, any property or
assets upon conditional sale or other title retention or purchase money security
agreement, device or arrangement; (d) suffer to exist for a period of more than
thirty (30) days after the same shall have been incurred any Indebtedness or
claim or demand against it that if unpaid might by law or upon bankruptcy or
insolvency, or otherwise, be given any priority whatsoever over its general
creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES"
as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or
without recourse; PROVIDED that the Borrower or any of its Subsidiaries may
create or incur or suffer to be created or incurred or to exist:

            (i) Liens in favor of the Borrower on all or part of the assets of
      Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries
      of the Borrower to the Borrower;

            (ii) Liens to secure taxes, assessments and other government charges
      in respect of obligations not overdue or Liens on properties to secure
      claims for labor, material or supplies in respect of obligations not
      overdue;

            (iii) deposits or pledges made in connection with, or to secure
      payment of, workmen's compensation, unemployment insurance, old age
      pensions or other social security obligations, or to secure the
      performance of bids, tenders, contracts (other than for the repayment of
      borrowed money) or leases, or to secure statutory obligations of surety or
      appeal bonds or to secure indemnity, performance or other similar bonds in
      the ordinary course of business;

<Page>
                                      -58-


            (iv) Liens on properties in respect of judgments or awards that have
      been in force for less than the applicable period for taking an appeal so
      long as execution is not levied thereunder or in respect of which the
      Borrower or such Subsidiary shall at the time in good faith be prosecuting
      an appeal or proceedings for review and in respect of which a stay of
      execution shall have been obtained pending such appeal or review;

            (v) Liens of carriers, warehousemen, mechanics and materialmen, and
      other like Liens on properties in existence less than 120 days from the
      date of creation thereof in respect of obligations not overdue;

            (vi) encumbrances on Real Estate consisting of easements, rights of
      way, zoning restrictions, restrictions on the use of real property and
      defects and irregularities in the title thereto, landlord's or lessor's
      liens and other minor Liens, PROVIDED that none of such Liens (A)
      interferes materially with the use of the property affected in the
      ordinary conduct of the business of the Borrower and its Subsidiaries, and
      (B) individually or in the aggregate have a Material Adverse Effect;

            (vii) Liens existing on the date hereof and listed on SCHEDULE 9.2
      to the Disclosure Letter;

            (viii) purchase money security interests in or purchase money
      mortgages on or security interests in real or personal property acquired
      after the date hereof to secure Indebtedness of the type and amount
      permitted by ss.9.1(c), incurred in connection with the acquisition of
      such property, which security interests or mortgages cover only the real
      or personal property so acquired;

            (ix) Liens in favor of the Administrative Agent for the benefit of
      the Lenders and the Administrative Agent under the Loan Documents and any
      Interest Rate Agreements;

            (x) Liens on assets other than the Collateral in favor of customs
      and revenue authorities arising as a matter of law to secure payments of
      customs duties in connection with the importation of goods;

            (xi) to the extent any rights of setoff would constitute a lien
      under applicable law, Liens consisting of such rights of setoff (including
      the Cash Management Setoff Rights);

            (xii) Liens on insurance proceeds in favor of insurance companies
      granted solely as security for financed premiums;

            (xiii) Liens consisting of deposits or pledges of cash to secure
      reimbursement obligations under letters of credit in an amount not to
      exceed $2,000,000 at any time;

<Page>
                                      -59-


            (xiv) the sale by the Borrower or a Subsidiary of accounts
      receivable or other rights to receive payments of money pursuant to a
      nonrecourse purchase facility existing on the Closing Date in an aggregate
      amount not to exceed in any fiscal quarter forty percent (40%) of the
      Borrower's and its Subsidiaries' gross quarterly Accounts Receivable for
      such fiscal quarter;

            (xv) Liens on assets of Persons acquired pursuant to an acquisition
      permitted by ss.9.5.1 (so long as such Lien existed at the time such
      assets are so acquired and were not created in contemplation thereof)
      securing up to an aggregate principal amount of $15,000,000 Indebtedness
      incurred or permitted to exist pursuant to ss.9.1(o) hereof, and so long
      as such Lien is not on any Collateral; and

            (xvi) Liens consisting of the Cash Management Liens.

                  9.2.2. RESTRICTIONS ON NEGATIVE PLEDGES AND UPSTREAM
      LIMITATIONS. The Borrower will not, nor will it permit any of its
      Subsidiaries to (a) enter into or permit to exist any arrangement or
      agreement (excluding the Credit Agreement and the other Loan Documents)
      which directly or indirectly prohibits the Borrower or any of its
      Subsidiaries from creating, assuming or incurring any Lien upon its
      properties, revenues or assets or those of any of its Subsidiaries whether
      now owned or hereafter acquired, or (b) enter into any agreement, contract
      or arrangement (excluding the Credit Agreement and the other Loan
      Documents) restricting the ability of any Subsidiary of the Borrower to
      pay or make dividends or distributions in cash or kind to the Borrower, to
      make loans, advances or other payments of whatsoever nature to the
      Borrower, or to make transfers or distributions of all or any part of its
      assets to the Borrower; in each case other than (i) restrictions on
      specific assets which assets are the subject of purchase money security
      interests to the extent permitted under ss.9.2.1, and (ii) customary
      anti-assignment provisions contained in leases and licensing agreements
      entered into by the Borrower or such Subsidiary in the ordinary course of
      its business.

      9.3. RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

            (a) Cash Equivalents;

            (b) Investments permitted by the Borrower's investment policy
      guidelines as existing on the Closing Date and attached hereto as EXHIBIT
      F;

            (c) Investments consisting of promissory notes or securities
      received by the Borrower or any Subsidiary in connection with the
      bankruptcy or reorganization of customers or suppliers of the Borrower or
      such Subsidiary and in settlement of delinquent obligations owing from
      such customer or supplier, arising in the ordinary course of business;

<Page>
                                      -60-


            (d) Investments existing on the date hereof and listed on SCHEDULE
      9.3 to the Disclosure Letter and, so long as no Default or Event of
      Default has occurred and is continuing or would exist as a result thereof,
      the Investments by the Borrower consisting of the Foreign Subsidiary
      Reorganization;

            (e) Investments with respect to (i) Indebtedness permitted by
      ss.9.1(f) and (g) so long as such entities remain Domestic Subsidiaries of
      the Borrower and Guarantors hereunder and (ii) Investments between the
      Borrower and any Guarantor so long as the Guarantors remain Domestic
      Subsidiaries of the Borrower and Guarantors hereunder;

            (f) Investments consisting of the Guaranty, the Warranty Guaranty or
      the Cash Management Guarantees or Investments with respect to Indebtedness
      permitted by ss.9.1(h) and ss.9.1(q) hereof so long as the conditions of
      ss.9.1(h) (as it relates to Indebtedness permitted by have ss.9.1(h)) and
      ss.9.1(q) (as it relates to Indebtedness permitted by have ss.9.1(q)) have
      been satisfied;

            (g) equity Investments (i) by the Borrower in any Foreign Subsidiary
      (other than as set forth in this ss.9.3(g)(iii)) provided that (1) the
      aggregate amount of all such Investments hereunder made on or after the
      Closing Date plus the aggregate amount of all Investments made on or after
      the Closing Date pursuant to ss.9.3(f) as it relates to ss.9.1(h)(i) shall
      not exceed $17,500,000 in any fiscal quarter and shall not exceed
      $80,000,000 outstanding at any time; (2) no Default or Event of Default
      has occurred and is continuing or would exist as a result of making such
      Investment; and (3) the Borrower has demonstrated to the satisfaction of
      the Administrative Agent that the Minimum Cash, both before and after
      giving effect to the making of each such Investment is not less than
      $75,000,000; (ii) by Peregrine Systems Global Ltd. in any other Foreign
      Subsidiary resulting solely from a transfer from Peregrine Systems Global
      Ltd. of funds received by Peregrine Systems Global Ltd. from the Borrower
      pursuant to ss.9.3(g)(i) above in the like form received; and (iii) by the
      Borrower or a Guarantor in a Foreign Subsidiary arising from the license
      of any intellectual property or cost sharing arrangements with respect to
      research and development costs between the Borrower and such Foreign
      Subsidiary and only so long as such equity Investment is solely in the
      form of a book entry transfer and not a cash transfer from the Borrower or
      such Guarantor to such Foreign Subsidiary;

            (h) Investments consisting of loans and advances to employees for
      moving, entertainment, travel and other similar expenses in the ordinary
      course of business not to exceed $1,000,000 in the aggregate at any time
      outstanding;

            (i) Investments by the Borrower in any Domestic Subsidiary in the
      ordinary course of business consistent with past practices and made solely
      for the purpose of initially forming and capitalizing such Domestic
      Subsidiary; and

            (j) other Investments not specifically provided for in this ss.9.3
      in Persons which are not Subsidiaries, provided (i) no Default or Event of
      Default

<Page>
                                      -61-


      has occurred and is continuing or would exist as a result thereof and (ii)
      the aggregate amount of all such Investments made pursuant to this
      ss.9.3(h) shall not exceed $25,000,000 in any fiscal year.

      9.4. RESTRICTED PAYMENTS. The Borrower will not make any Restricted
Payments except that, so long as no Default or Event of Default then exists or
would result from such payment, (a) the Borrower and its Subsidiaries may
convert any of its convertible securities into other securities pursuant to the
terms of such convertible securities or otherwise in exchange therefor provided
no such exchange shall involve the payment of cash consideration by the Borrower
(other than cash in lieu of fractional shares); and (b) the Borrower and its
Subsidiaries may repurchase its Capital Stock from employees, consultants or
directors of such Person in accordance with the terms of applicable repurchase
agreements.

      9.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

            9.5.1. MERGERS AND ACQUISITIONS. The Borrower will not, and will not
      permit any of its Subsidiaries to, merge with, amalgamate or consolidate
      with, or acquire any assets or stock of, any Person, (other than the
      acquisition of assets in the ordinary course of business consistent with
      past practices, including, without limitation, any Investments expressly
      permitted pursuant to ss.9.3 hereof) except (a) the merger or
      consolidation of one or more of the Subsidiaries of the Borrower with and
      into the Borrower; (b) the merger or consolidation of two or more
      Subsidiaries of the Borrower, PROVIDED if only one such Subsidiary is a
      Guarantor, then the Guarantor shall be the survivor of such merger or
      consolidation; and (c) any merger or asset or stock acquisition by the
      Borrower or any of its Subsidiaries of Persons in the same or similar line
      of business as the Borrower (a "Permitted Acquisition") where (1) the
      Borrower has provided the Administrative Agent with prior written notice
      of such Permitted Acquisition, which notice shall include a reasonably
      detailed description of such Permitted Acquisition and copies of all
      material documents, agreements and instruments pertaining thereto
      (including, without limitation, any letters of intent and purchase
      agreements); (2) the business to be acquired would not subject the
      Administrative Agent or the Lenders to any additional regulatory or third
      party approvals in connection with the exercise of its rights and remedies
      under this Credit Agreement or any other Loan Document; (3) any
      Indebtedness incurred or assumed in connection with such Permitted
      Acquisition (including, without limitation, any assumed Indebtedness, any
      earnout arrangements, seller Indebtedness and non-compete payments) shall
      have been permitted to be incurred or assumed pursuant to ss.9.1 hereof
      and shall be on terms acceptable to the Administrative Agent; (4) the
      aggregate purchase price for all acquisitions in which the Persons so
      acquired have a negative Target EBITDA shall not exceed $100,000,000 over
      the life of this Credit Agreement and, in addition, the negative Target
      EBITDA on a trailing twelve month basis for the twelve consecutive months
      most recently ended from the date of determination for all Persons
      acquired which have a negative Target EBITDA shall not exceed $25,000,000
      in

<Page>
                                      -62-


      the aggregate; (5) the aggregate amount of the purchase price for all
      Permitted Acquisitions which is payable in anything other than the Capital
      Stock (and such Capital Stock shall have no redemption or repurchase
      rights prior to the Revolving Credit Loan Maturity Date and shall not have
      the ability to convert into any form of Indebtedness) of the Borrower
      shall not exceed $40,000,000 over the life of this Credit Agreement and,
      to the extent that at the time of consummating such Permitted Acquisition
      or immediately after giving effect thereto the sum of all outstanding
      Revolving Credit Loans plus all Unpaid Reimbursement Obligations plus the
      Maximum Drawing Amount of all issued and outstanding Letters of Credit is
      equal to or greater than twenty percent (20%) of the Total Commitment as
      in effect on such date, then (A) to the extent the aggregate amount of the
      purchase price for all Permitted Acquisitions made to date has exceeded
      $100,000,000, such acquisition shall not be permitted and no further
      acquisitions shall be permitted hereunder and (B) to the extent the
      aggregate amount of the purchase price for all Permitted Acquisitions made
      to date has not exceeded $100,000,000, then the aggregate amount of the
      purchase price for all Permitted Acquisitions shall not exceed
      $100,000,000 over the life of this Credit Agreement; (6) the board of
      directors and the shareholders (if required by applicable law), or the
      equivalent, of each of the Borrower and the Person to be acquired has
      approved such merger, consolidation or acquisition; and (7) the Borrower
      has delivered to the Administrative Agent a certificate of the chief
      financial officer of the Borrower to the effect that (A) the Borrower and
      its Subsidiaries, on a consolidated and consolidating basis, will be
      solvent upon the consummation of the Permitted Acquisition; and (B) no
      Default or Event of Default then exists or would result after giving
      effect to the Permitted Acquisition.

            9.5.2. DISPOSITION OF ASSETS. The Borrower will not, and will not
      permit any of its Subsidiaries to, become a party to or otherwise effect
      any Asset Sale, other than (a) the sale of inventory, the licensing of
      intellectual property and the disposition of obsolete assets, in each case
      in the ordinary course of business consistent with past practices, (b) the
      sale by the Borrower of its Accounts Receivable provided that such sale is
      permitted pursuant to ss.9.1(i) hereof; (c) the sale of assets so long as
      the value of all assets sold pursuant to this ss.9.5.2(c) does not exceed,
      in the aggregate, $10,000,000; (d) Asset Sales constituting transactions
      that are otherwise expressly permitted pursuant to ss.ss.9.3, 9.4, 9.5 and
      9.6 hereof and (e) so long as no Default or Event of Default has occurred
      and is continuing or would exist as a result thereof, the Foreign
      Subsidiary Reorganization.

      9.6. SALE AND LEASEBACK. The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby
the Borrower or any Subsidiary of the Borrower shall sell or transfer any
property owned by it in order then or thereafter to lease such property or lease
other property that the Borrower or any Subsidiary of the Borrower intends to
use for substantially the same purpose as the property being sold or
transferred, except for the sale and leaseback transactions occurring within
ninety (90) days of the acquisition of such property subject to such

<Page>
                                      -63-


transactions and in which the Borrower contemplated at the time of such
acquisition, entering into a lease of such property.

      9.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and will
not permit any of its Subsidiaries to, (a) use any of the Real Estate or any
portion thereof for the handling, processing, storage or disposal of Hazardous
Substances, (b) cause or permit to be located on any of the Real Estate any
underground tank or other underground storage receptacle for Hazardous
Substances, (c) generate any Hazardous Substances on any of the Real Estate, (d)
conduct any activity at any Real Estate or use any Real Estate in any manner so
as to cause a release (i.e. releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, disposing or
dumping) or threatened release of Hazardous Substances on, upon or into the Real
Estate or (e) otherwise conduct any activity at any Real Estate or use any Real
Estate in any manner that would violate any Environmental Law or bring such Real
Estate in violation of any Environmental Law, unless such violation could not
reasonably be expected to have a Material Adverse Effect.

      9.8. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA Affiliate
will:

            (a) engage in any "PROHIBITED TRANSACTION" within the meaning of
      ss.406 of ERISA or ss.4975 of the Code which could result in a material
      liability for the Borrower or any of its Subsidiaries; or

            (b) permit any Guaranteed Pension Plan to incur an "ACCUMULATED
      FUNDING DEFICIENCY", as such term is defined in ss.302 of ERISA, whether
      or not such deficiency is or may be waived; oR

            (c) fail to contribute to any Guaranteed Pension Plan to an extent
      which, or terminate any Guaranteed Pension Plan in a manner which, could
      result in the imposition of a lien or encumbrance on the assets of the
      Borrower or any of its Subsidiaries pursuant to ss.302(f) or ss.4068 of
      ERISA; or

            (d) amend any Guaranteed Pension Plan in circumstances requiring the
      posting of security pursuant to ss.307 of ERISA or ss.401(a)(29) of the
      Code;

            (e) permit or take any action which would result in the aggregate
      benefit liabilities (with the meaning of ss.4001 of ERISA) of all
      Guaranteed Pension Plans exceeding the value of the aggregate assets of
      such Plans, disregarding for this purpose the benefit liabilities and
      assets of any such Plan with assets in excess of benefit liabilities by
      more than $2,000,000; or

            (f) permit or take any action which would contravene any Applicable
      Pension Legislation in any material respect.

      9.9. BUSINESS ACTIVITIES. The Borrower will not, and will not permit any
of its Subsidiaries to, engage directly or indirectly (whether through
Subsidiaries or

<Page>
                                      -64-


otherwise) in any type of business other than the businesses conducted by them
on the Closing Date and in related businesses.

      9.10. FISCAL YEAR. The Borrower will not, and will not permit any of it
Subsidiaries to, change the date of the end of its fiscal year from that set
forth in ss.7.4.1.

      9.11. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any transaction with any Affiliate
(other than (i) the Borrower or any of its Subsidiaries or (ii) for services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any such Affiliate or, to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which any such Affiliate has
a substantial interest or is an officer, director, trustee or partner, on terms
more favorable to such Person than would have been obtainable on an arm's-length
basis in the ordinary course of business.

      9.12. BANK ACCOUNTS. The Borrower will not, and will not permit any of its
Domestic Subsidiaries to, deposit the proceeds of any Collateral into any bank
accounts other than those accounts listed on SCHEDULE 7.20 to the Disclosure
Letter, without the Administrative Agent's prior written consent.

      9.13. INCONSISTENT AGREEMENTS. Neither the Borrower nor any of its
Subsidiaries will, nor will they permit their Subsidiaries to, enter into any
agreement containing any provision which would be violated or breached by the
performance by the Borrower or such Subsidiary of its obligations hereunder or
under any of the Loan Documents if such violation or breach could reasonably be
expected to have a Material Adverse Effect.

      9.14. SUBORDINATED DEBT. The Borrower will not, and will not permit any of
its Subsidiaries to, amend, supplement or otherwise modify the terms of any of
the Subordinated Debt Documents or prepay, redeem or repurchase for cash (or
offer to prepay, redeem or repurchase for cash) any of the Subordinated Debt,
PROVIDED, HOWEVER, so long as no Default or Event of Default has occurred and is
continuing or would exist as a result thereof (a) the Borrower may issue
securities, cash (but only cash in lieu of fractional shares) or other property
upon the conversion of the Subordinated Debt in accordance with the express
terms of the Subordinated Debt Documents (including the payment by the Borrower
of cash in lieu of fractional shares in connection with such conversion); and
(b) the Borrower may, subject to the relevant subordination provisions contained
therein, make mandatory regularly scheduled payments of interest on the
Subordinated Debt. In addition, the Borrower will not (a) in any manner
designate or permit to exist any other Indebtedness of the Borrower or any of
its Subsidiaries as "Designated Senior Debt" for purposes of (and as defined in)
the Subordinated Indenture, other than the Indebtedness existing under this
Credit Agreement and the other Loan Documents .

<Page>
                                      -65-


                            10. FINANCIAL COVENANTS.

      The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Lender has any obligation to make any Revolving Credit
Loans or the Administrative Agent has any obligation to issue, extend or renew
any Letters of Credit:

      10.1. LEVERAGE RATIO. The Borrower will not permit the Leverage Ratio to
exceed 2.50:1.00 at any time.

      10.2. QUICK RATIO. The Borrower will not permit the ratio of Consolidated
Quick Assets to Consolidated Current Liabilities at any time to be less than (a)
1.10:1.00 from the Closing Date through and including June 29, 2002; (b)
1.00:1.00 from June 30, 2002 through and including September 29, 2002; (c)
1.10:1.00 from September 30, 2002 through and including March 30, 2003 and (d)
1.25:1.00 at any time thereafter.

      10.3. SENIOR FUNDED DEBT TO EBITDA. The Borrower will not permit the ratio
of Senior Funded Debt outstanding on the date of determination to EBITDA for the
Reference Period ending on such date to exceed 1.00:1.00 at any time.

      10.4. MINIMUM EBITDA. The Borrower will not permit EBITDA for any
Reference Period ending during any period described in the table below to be
less than the amount set forth opposite such period in such table:

<Table>
<Caption>
      --------------------------------------------------------------------------
                  FISCAL QUARTER ENDED                  MINIMUM AMOUNT
      --------------------------------------------------------------------------
<S>                                           <C>
      December 31, 2001                       $39,000,000
      --------------------------------------------------------------------------
      March 31, 2002                          $41,000,000
      --------------------------------------------------------------------------
      June 30, 2002                           $39,000,000
      --------------------------------------------------------------------------
      September 30, 2002                      $41,000,000
      --------------------------------------------------------------------------
      December 31, 2002                       $52,000,000
      --------------------------------------------------------------------------
      March 31, 2003                          $60,000,000
      --------------------------------------------------------------------------
      June 30, 2003                           $46,000,000
      --------------------------------------------------------------------------
      September 30, 2003                      $48,000,000
      --------------------------------------------------------------------------
      December 31, 2003                       $60,000,000
      --------------------------------------------------------------------------
      each fiscal quarter ending thereafter   $70,000,000
      --------------------------------------------------------------------------
</Table>

                             11. CLOSING CONDITIONS.

      The obligations of the Lenders to make the initial Revolving Credit Loans
and of the Administrative Agent to issue any initial Letters of Credit shall be
subject to the satisfaction of the following conditions precedent on or prior to
October 29, 2001:

      11.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto, shall be in full force
and effect

<Page>
                                      -66-


and shall be in form and substance satisfactory to each of the Lenders. Each
Lender shall have received a fully executed copy of each such document.

      11.2. CERTIFIED COPIES OF GOVERNING DOCUMENTS. Each of the Lenders shall
have received from the Borrower, each Guarantor and each Material Domestic or
Material Foreign Subsidiary whose stock is being pledged hereunder
(collectively, the "LOAN PARTIES") a copy, certified by a duly authorized
officer of such Person to be true and complete on the Closing Date, of each of
its Governing Documents as in effect on such date of certification.

      11.3. CORPORATE OR OTHER ACTION. All corporate (or other) action necessary
for the valid execution, delivery and performance by the Loan Parties of this
Credit Agreement and the other Loan Documents to which it is or is to become a
party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Lenders shall have been provided to each of the Lenders.

      11.4. INCUMBENCY CERTIFICATE. Each of the Lenders shall have received from
the Loan Parties an incumbency certificate, dated as of the Closing Date, signed
by a duly authorized officer of the Borrower or such Subsidiary, and giving the
name and bearing a specimen signature of each individual who shall be
authorized: (a) to sign, in the name and on behalf of each of such Loan Party,
each of the Loan Documents to which such Loan Party is or is to become a party;
(b) in the case of the Borrower, to make Loan Requests and Conversion Requests
and to apply for Letters of Credit; and (c) to give notices and to take other
action on its behalf under the Loan Documents.

      11.5. VALIDITY OF LIENS. The Security Documents shall be effective to
create in favor of the Administrative Agent a legal, valid and enforceable first
(except for Permitted Liens entitled to priority under applicable law) security
interest in and Lien upon the Collateral. All filings, recordings, deliveries of
instruments and other actions necessary or desirable in the opinion of the
Administrative Agent to protect and preserve such security interests shall have
been duly effected. The Administrative Agent shall have received evidence
thereof in form and substance satisfactory to the Administrative Agent.

      11.6. PERFECTION CERTIFICATES AND UCC SEARCH RESULTS. The Administrative
Agent shall have received from each of the Borrower and each Guarantor a
completed and fully executed Perfection Certificate and the results of UCC
searches (and the equivalent thereof in all applicable foreign jurisdictions)
with respect to the Collateral, indicating no Liens other than Permitted Liens
and otherwise in form and substance satisfactory to the Administrative Agent.

      11.7. CERTIFICATES OF INSURANCE. The Administrative Agent shall have
received (a) a certificate of insurance from an independent insurance broker
dated as of the Closing Date, identifying insurers, types of insurance,
insurance limits, and policy terms, and otherwise describing the insurance
obtained in accordance with the provisions of the Security Agreements and (b)
certified copies of all policies evidencing such

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                                      -67-


insurance (or certificates therefore signed by the insurer or an agent
authorized to bind the insurer).

      11.8. SOLVENCY CERTIFICATE. Each of the Lenders shall have received an
officer's certificate of the Borrower dated as of the Closing Date as to the
solvency of the Borrower and its Subsidiaries following the consummation of the
transactions contemplated herein and in form and substance satisfactory to the
Lenders.

      11.9. OPINION OF COUNSEL. Each of the Lenders and the Administrative
Agent shall have received a favorable legal opinion addressed to the Lenders
and the Administrative Agent, dated as of the Closing Date, in form and
substance satisfactory to the Lenders and the Administrative Agent, from
Wilson, Sonsini, Goodrich & Rosati, counsel to the Borrower and its
Subsidiaries and local counsel as to the pledge of the stock of any Material
Foreign Subsidiary received on the Closing Date.

      11.10. PAYMENT OF FEES. The Borrower shall have paid to the Lenders or the
Administrative Agent, as appropriate, the Fees pursuant to Sections 4.6 (if
applicable), 5.1 and 5.2.

      11.11. REQUIRED CONSENTS AND APPROVALS. The Administrative Agent shall
have received evidence satisfactory to the Administrative Agent that all
consents and approvals necessary to complete the transactions contemplated
hereby have been obtained.

      11.12. PAYOFF LETTER. The Administrative Agent shall have received a
payoff letter from Fleet National Bank indicating the amount of the loan
obligations of the Borrower to Fleet National Bank pursuant to that certain Term
Loan Agreement dated as of August 27, 2001 be discharged on the Closing Date and
an acknowledgment by Fleet National Bank that upon receipt of such funds it will
forthwith execute and deliver to the Administrative Agent for filing all
termination statements and take such other actions as may be necessary to
discharge all mortgages, deeds of trust and security interests granted by the
Borrower or any of its Subsidiaries in favor of Fleet National Bank.

                        12. CONDITIONS TO ALL BORROWINGS.

      The obligations of the Lenders to make any Revolving Credit Loan and of
the Administrative Agent to issue, extend or renew any Letter of Credit, in each
case whether on or after the Closing Date, shall also be subject to the
satisfaction of the following conditions precedent:

      12.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Revolving Credit Loan or the
issuance, extension or renewal of such Letter of Credit, with the same effect as
if made at and as of that time (except to the extent of changes

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resulting from transactions contemplated or permitted by this Credit Agreement
and the other Loan Documents and changes occurring in the ordinary course of
business that singly or in the aggregate are not materially adverse, and to the
extent that such representations and warranties relate expressly to an earlier
date) and no Default or Event of Default shall have occurred and be continuing.

      12.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Lender would make it illegal for such Lender to make such Revolving
Credit Loan or to participate in the issuance, extension or renewal of such
Letter of Credit or in the reasonable opinion of the Administrative Agent would
make it illegal for the Administrative Agent to issue, extend or renew such
Letter of Credit.

      12.3. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Lenders and to the Administrative Agent and the Administrative
Agent's Special Counsel, and the Lenders, the Administrative Agent and such
counsel shall have received all information and such counterpart originals or
certified or other copies of such documents as the Administrative Agent may
reasonably request.

      12.4. GOVERNMENTAL REGULATION. Each Lender shall have received such
statements in substance and form reasonably satisfactory to such Lender as such
Lender shall require for the purpose of compliance with any applicable
regulations of the Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

                    13. EVENTS OF DEFAULT; ACCELERATION; ETC.

      13.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following events
("EVENTS OF DEFAULT" or, if the giving of notice or the lapse of time or both is
required, then, prior to such notice or lapse of time, "DEFAULTS") shall occur:

            (a) the Borrower shall fail to pay any principal of the Revolving
      Credit Loans or any Reimbursement Obligation when the same shall become
      due and payable, whether at the stated date of maturity or any accelerated
      date of maturity or at any other date fixed for payment;

            (b) the Borrower or any of its Subsidiaries shall fail to pay any
      interest on the Revolving Credit Loans, any Fees, or other sums due
      hereunder or under any of the other Loan Documents within five (5) days
      after the same shall become due and payable, whether at the stated date of
      maturity or any accelerated date of maturity or at any other date fixed
      for payment;

            (c) the Borrower shall fail to comply with any of its covenants
      contained in ss.ss.8.1, 8.4, 8.5.1, 8.6 (but only as it relates to a
      change in the jurisdiction of incorporation or formation), 8.9, 8.12,
      8.13, 8.15, 8.16, 8.17, 8.18, 9 or 10;

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                                      -69-


            (d) the Borrower or any of its Subsidiaries shall fail to perform
      any term, covenant or agreement contained herein or in any of the other
      Loan Documents (other than those specified elsewhere in this ss.13.1) for
      thirty (30) days after written notice of such failure has been given to
      the Borrower by the Administrative Agent;

            (e) any representation or warranty of the Borrower or any of its
      Subsidiaries in this Credit Agreement or any of the other Loan Documents
      or in any other document or instrument delivered pursuant to or in
      connection with this Credit Agreement shall prove to have been false in
      any material respect upon the date when made or deemed to have been made
      or repeated;

            (f) the Borrower or any of its Subsidiaries shall fail to pay at
      maturity, or within any applicable period of grace, any obligation for
      borrowed money or credit received or in respect of any Capitalized Leases,
      in an amount in excess of $2,500,000, or any Subordinated Debt, or fail to
      observe or perform any material term, covenant or agreement contained in
      any agreement by which it is bound, evidencing or securing borrowed money
      or credit received or in respect of any Capitalized Leases, in an amount
      in excess of $2,500,000, or any Subordinated Debt, for such period of time
      as would permit (assuming the giving of appropriate notice if required)
      the holder or holders thereof or of any obligations issued thereunder to
      accelerate the maturity thereof;

            (g) the Borrower or any of its Subsidiaries shall make an assignment
      for the benefit of creditors, or admit in writing its inability to pay or
      generally fail to pay its debts as they mature or become due, or shall
      petition or apply for the appointment of a trustee or other custodian,
      liquidator or receiver of the Borrower or any of its Subsidiaries or of
      any substantial part of the assets of the Borrower or any of its
      Subsidiaries or shall commence any case or other proceeding relating to
      the Borrower or any of its Subsidiaries under any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or liquidation or similar law of any jurisdiction, now or hereafter in
      effect, or shall take any action to authorize or in furtherance of any of
      the foregoing, or if any such petition or application shall be filed or
      any such case or other proceeding shall be commenced against the Borrower
      or any of its Subsidiaries and the Borrower or any of its Subsidiaries
      shall indicate its approval thereof, consent thereto or acquiescence
      therein or such petition or application shall not have been dismissed
      within sixty (60) days following the filing thereof;

            (h) a decree or order is entered appointing any such trustee,
      custodian, liquidator or receiver or adjudicating the Borrower or any of
      its Subsidiaries bankrupt or insolvent, or approving a petition in any
      such case or other proceeding, or a decree or order for relief is entered
      in respect of the Borrower or any Subsidiary of the Borrower in an
      involuntary case under federal bankruptcy laws as now or hereafter
      constituted;

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                                      -70-


            (i) there shall remain in force, undischarged, unsatisfied and
      unstayed, for more than thirty days, whether or not consecutive, any final
      judgment against the Borrower or any of its Subsidiaries that, with other
      outstanding final judgments, undischarged, against the Borrower or any of
      its Subsidiaries exceeds in the aggregate $2,500,000;

            (j) if any of the Loan Documents shall be cancelled, terminated,
      revoked or rescinded or the Administrative Agent's security interests,
      mortgages or liens in a substantial portion of the Collateral shall cease
      to be perfected, or shall cease to have the priority contemplated by the
      Security Documents, in each case otherwise than in accordance with the
      terms thereof or with the express prior written agreement, consent or
      approval of the Lenders, or any action at law, suit or in equity or other
      legal proceeding to cancel, revoke or rescind any of the Loan Documents
      shall be commenced by or on behalf of the Borrower or any of its
      Subsidiaries party thereto or any of their respective stockholders, or any
      court or any other governmental or regulatory authority or agency of
      competent jurisdiction shall make a determination that, or issue a
      judgment, order, decree or ruling to the effect that, any one or more of
      the Loan Documents is illegal, invalid or unenforceable in accordance with
      the terms thereof;

            (k) the Borrower or any ERISA Affiliate incurs any liability to the
      PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
      aggregate amount exceeding $2,000,000, or the Borrower or any ERISA
      Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA
      by a Multiemployer Plan requiring aggregate annual payments exceeding
      $2,000,000, or any of the following occurs with respect to a Guaranteed
      Pension Plan: (i) an ERISA Reportable Event, or a failure to make a
      required installment or other payment (within the meaning of ss.302(f)(1)
      of ERISA), PROVIDED that the Administrative Agent determines in its
      reasonable discretion that such event (A) could be expected to result in
      liability of the Borrower or any of its Subsidiaries to the PBGC or such
      Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 and
      (B) could constitute grounds for the termination of such Guaranteed
      Pension Plan by the PBGC, for the appointment by the appropriate United
      States District Court of a trustee to administer such Guaranteed Pension
      Plan or for the imposition of a lien in favor of such Guaranteed Pension
      Plan; or (ii) the appointment by a United States District Court of a
      trustee to administer such Guaranteed Pension Plan; or (iii) the
      institution by the PBGC of proceedings to terminate such Guaranteed
      Pension Plan;

            (l) the Borrower or any of its Subsidiaries shall be enjoined,
      restrained or in any way prevented by the order of any Governmental
      Authority from conducting any material part of its business and such order
      shall continue in effect for more than thirty (30) days;

            (m) strike, lockout, labor dispute, embargo, condemnation, act of
      God or public enemy, or other casualty, which in any such case causes, for
      more than fifteen (15) consecutive days, the cessation or substantial
      curtailment of revenue

<Page>
                                      -71-


      producing activities at any facility of the Borrower or any of its
      Subsidiaries if such event or circumstance is not covered by business
      interruption insurance and would have a Material Adverse Effect;

            (n) there shall occur the loss, suspension or revocation of, or
      failure to renew, any license or permit now held or hereafter acquired by
      the Borrower or any of its Subsidiaries if such loss, suspension,
      revocation or failure to renew would have a Material Adverse Effect;

            (o) the Borrower or any of its Subsidiaries shall be indicted for a
      state or federal crime, or any civil or criminal action shall otherwise
      have been brought against the Borrower or any of its Subsidiaries, a
      punishment for which in any such case could include the forfeiture of any
      assets of the Borrower or such Subsidiary having a fair market value in
      excess of $2,500,000; or

            (p) a Change of Control shall occur;

then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrower declare all amounts owing with respect to this
Credit Agreement, the Revolving Credit Notes and the other Loan Documents and
all Reimbursement Obligations to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED
that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h),
all sUch amounts shall become immediately due and payable automatically and
without any requirement of notice from the Administrative Agent or any Lender. .

      13.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in ss.13.1(g) or ss.13.1(h) shall occur, any unused portion of
the credit hereunder shall forthwith terminate and each of the Lenders shall be
relieved of all further obligations to make Revolving Credit Loans to the
Borrower and the Administrative Agent shall be relieved of all further
obligations to issue, extend or renew Letters of Credit. If any other Event of
Default shall have occurred and be continuing, the Administrative Agent may and,
upon the request of the Required Lenders, shall, by notice to the Borrower,
terminate the unused portion of the credit hereunder, and upon such notice being
given such unused portion of the credit hereunder shall terminate immediately
and each of the Lenders shall be relieved of all further obligations to make
Revolving Credit Loans and the Administrative Agent shall be relieved of all
further obligations to issue, extend or renew Letters of Credit. No termination
of the credit hereunder shall relieve the Borrower or any of its Subsidiaries of
any of the Obligations.

      13.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Revolving Credit Loans pursuant to ss.13.1, each
Lender, if owed anY amount with respect to the Revolving Credit Loans or the
Reimbursement Obligations, may, with the consent of the Required Lenders but not
otherwise, proceed to protect and

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                                      -72-


enforce its rights by suit in equity, action at law or other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in this Credit Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations to such Lender are evidenced,
including as permitted by applicable law the obtaining of the EX PARTE
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Lender. No remedy herein conferred upon any
Lender or the Administrative Agent or the holder of any Revolving Credit Note or
purchaser of any Letter of Credit Participation is intended to be exclusive of
any other remedy and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or any other provision of law.

      13.4. DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that, following
the occurrence or during the continuance of any Default or Event of Default, the
Administrative Agent or any Lender, as the case may be, receives any monies in
connection with the enforcement of any the Security Documents, or otherwise with
respect to the realization upon any of the Collateral, such monies shall be
distributed for application as follows:

            (a) First, to the payment of, or (as the case may be) the
      reimbursement of the Administrative Agent for or in respect of all
      reasonable costs, expenses, disbursements and losses which shall have been
      incurred or sustained by the Administrative Agent in connection with the
      collection of such monies by the Administrative Agent, for the exercise,
      protection or enforcement by the Administrative Agent of all or any of the
      rights, remedies, powers and privileges of the Administrative Agent under
      this Credit Agreement or any of the other Loan Documents or in respect of
      the Collateral or in support of any provision of adequate indemnity to the
      Administrative Agent against any taxes or liens which by law shall have,
      or may have, priority over the rights of the Administrative Agent to such
      monies;

            (b) Second, to all other Obligations in such order or preference as
      the Required Lenders may determine; PROVIDED, HOWEVER, that (i)
      distributions shall be made (A) PARI PASSU among Obligations with respect
      to the Administrative Agent's Fee and all other Obligations and (B) with
      respect to each type of Obligation owing to the Lenders, such as interest,
      principal, fees and expenses, among the Lenders PRO RATA, and (ii) the
      Administrative Agent may in its discretion make proper allowance to take
      into account any Obligations not then due and payable;

            (c) Third, upon payment and satisfaction in full or other provisions
      for payment in full satisfactory to the Lenders and the Administrative
      Agent of all of the Obligations, to the payment of any obligations
      required to be paid pursuant to ss.9-608(a)(1)(C) or 9-615(a)(3) of the
      Uniform Commercial Code of the Commonwealth of Massachusetts; and

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                                      -73-


            (d) Fourth, the excess, if any, shall be returned to the Borrower or
      to such other Persons as are entitled thereto.

                          14. THE ADMINISTRATIVE AGENT.

      14.1. AUTHORIZATION.

            (a) The Administrative Agent is authorized to take such action on
      behalf of each of the Lenders and to exercise all such powers as are
      hereunder and under any of the other Loan Documents and any related
      documents delegated to the Administrative Agent, together with such powers
      as are reasonably incident thereto, including the authority, without the
      necessity of any notice to or further consent of the Lenders, from time to
      time to take any action with respect to any Collateral or the Security
      Documents which may be necessary to perfect, maintain perfected or insure
      the priority of the security interest in and liens upon the Collateral
      granted pursuant to the Security Documents, PROVIDED that no duties or
      responsibilities not expressly assumed herein or therein shall be implied
      to have been assumed by the Administrative Agent.

            (b) The relationship between the Administrative Agent and each of
      the Lenders is that of an independent contractor. The use of the term
      "ADMINISTRATIVE AGENT" is for convenience only and is used to describe, as
      a form of convention, the independent contractual relationship between the
      Administrative Agent and each of the Lenders. Nothing contained in this
      Credit Agreement nor the other Loan Documents shall be construed to create
      an agency, trust or other fiduciary relationship between the
      Administrative Agent and any of the Lenders.

            (c) As an independent contractor empowered by the Lenders to
      exercise certain rights and perform certain duties and responsibilities
      hereunder and under the other Loan Documents, the Administrative Agent is
      nevertheless a "REPRESENTATIVE" of the Lenders, as that term is defined in
      Article 1 of the Uniform Commercial Code, for purposes of actions for the
      benefit of the Lenders and the Administrative Agent with respect to all
      collateral security and guaranties contemplated by the Loan Documents.
      Such actions include the designation of the Administrative Agent as
      "SECURED PARTY", "MORTGAGEE" or the like on all financing statements and
      other documents and instruments, whether recorded or otherwise, relating
      to the attachment, perfection, priority or enforcement of any security
      interests, mortgages or deeds of trust in collateral security intended to
      secure the payment or performance of any of the Obligations, all for the
      benefit of the Lenders and the Administrative Agent.

      14.2. EMPLOYEES AND ADMINISTRATIVE AGENTS. The Administrative Agent may
exercise its powers and execute its duties by or through employees or agents and
shall be entitled to take, and to rely on, advice of counsel concerning all
matters pertaining to its rights and duties under this Credit Agreement and the
other Loan Documents. The

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                                      -74-


Administrative Agent may utilize the services of such Persons as the
Administrative Agent in its sole discretion may reasonably determine, and all
reasonable fees and expenses of any such Persons shall be paid by the Borrower.

      14.3. NO LIABILITY. Neither the Administrative Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Administrative
Agent or such other Person, as the case may be, may be liable for losses due to
its willful misconduct or gross negligence.

      14.4. NO REPRESENTATIONS.

            14.4.1. GENERAL. The Administrative Agent shall not be responsible
      for the execution or validity or enforceability of this Credit Agreement,
      the Revolving Credit Notes, the Letters of Credit, any of the other Loan
      Documents or any instrument at any time constituting, or intended to
      constitute, collateral security for the Revolving Credit Notes, or for the
      value of any such collateral security or for the validity, enforceability
      or collectability of any such amounts owing with respect to the Revolving
      Credit Notes, or for any recitals or statements, warranties or
      representations made herein or in any of the other Loan Documents or in
      any certificate or instrument hereafter furnished to it by or on behalf of
      the Borrower or any of its Subsidiaries, or be bound to ascertain or
      inquire as to the performance or observance of any of the terms,
      conditions, covenants or agreements herein or in any instrument at any
      time constituting, or intended to constitute, collateral security for the
      Revolving Credit Notes or to inspect any of the properties, books or
      records of the Borrower or any of its Subsidiaries. The Administrative
      Agent shall not be bound to ascertain whether any notice, consent, waiver
      or request delivered to it by the Borrower or any holder of any of the
      Revolving Credit Notes shall have been duly authorized or is true,
      accurate and complete. The Administrative Agent has not made nor does it
      now make any representations or warranties, express or implied, nor does
      it assume any liability to the Lenders, with respect to the credit
      worthiness or financial conditions of the Borrower or any of its
      Subsidiaries. Each Lender acknowledges that it has, independently and
      without reliance upon the Administrative Agent or any other Lender, and
      based upon such information and documents as it has deemed appropriate,
      made its own credit analysis and decision to enter into this Credit
      Agreement.

            14.4.2. CLOSING DOCUMENTATION, ETC. For purposes of determining
      compliance with the conditions set forth in ss.11, each Lender that has
      executed this Credit Agreement shall be deemed to have consented to,
      approved or accepted, or tO be satisfied with, each document and matter
      either sent, or made available, by the Administrative Agent or the
      Arranger to such Lender for consent, approval, acceptance or satisfaction,
      or required thereunder to be to be

<Page>
                                      -75-


      consent to or approved by or acceptable or satisfactory to such Lender,
      unless an officer of the Administrative Agent or the Arranger active upon
      the Borrower's account shall have received notice from such Lender prior
      to the Closing Date specifying such Lender's objection thereto and such
      objection shall not have been withdrawn by notice to the Administrative
      Agent or the Arranger to such effect on or prior to the Closing Date.

      14.5. PAYMENTS.

            14.5.1. PAYMENTS TO ADMINISTRATIVE AGENT. A payment by the Borrower
      to the Administrative Agent hereunder or any of the other Loan Documents
      for the account of any Lender shall constitute a payment to such Lender.
      The Administrative Agent agrees promptly to distribute to each Lender such
      Lender's PRO RATA share of payments received by the Administrative Agent
      for the account of the Lenders except as otherwise expressly provided
      herein or in any of the other Loan Documents.

            14.5.2. DISTRIBUTION BY ADMINISTRATIVE AGENT. If in the opinion of
      the Administrative Agent the distribution of any amount received by it in
      such capacity hereunder, under the Revolving Credit Notes or under any of
      the other Loan Documents might involve it in liability, it may refrain
      from making distribution until its right to make distribution shall have
      been adjudicated by a court of competent jurisdiction. If a court of
      competent jurisdiction shall adjudge that any amount received and
      distributed by the Administrative Agent is to be repaid, each Person to
      whom any such distribution shall have been made shall either repay to the
      Administrative Agent its proportionate share of the amount so adjudged to
      be repaid or shall pay over the same in such manner and to such Persons as
      shall be determined by such court.

            14.5.3. DELINQUENT LENDERS. Notwithstanding anything to the contrary
      contained in this Credit Agreement or any of the other Loan Documents, any
      Lender that fails (a) to make available to the Administrative Agent its
      PRO RATA share of any Revolving Credit Loan or to purchase any Letter of
      Credit Participation or (b) to comply with the provisions of ss.16.1 with
      respect to making dispositions and arrangements with the other Lenders,
      where such Lender's share of anY payment received, whether by setoff or
      otherwise, and applied to the Obligations owing such Lender is in excess
      of its pro RATA share of such payments due and payable to all of the
      Lenders, in each case as, when and to the full extent required by the
      provisions of this Credit Agreement, shall be deemed delinquent (a
      "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such
      time as such delinquency is satisfied. A Delinquent Lender shall be deemed
      to have assigned any and all payments due to it from the Borrower, whether
      on account of outstanding Revolving Credit Loans, Unpaid Reimbursement
      Obligations, interest, fees or otherwise, to the remaining nondelinquent
      Lenders for application to, and reduction of, their respective PRO RATA
      shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement
      Obligations. The Delinquent Lender hereby authorizes the

<Page>
                                      -76-


      Administrative Agent to distribute such payments to the nondelinquent
      Lenders in proportion to their respective PRO RATA shares of all
      outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations. A
      Delinquent Lender shall be deemed to have satisfied in full a delinquency
      when and if, as a result of application of the assigned payments to all
      outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of
      the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all
      outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations
      have returned to those in effect immediately prior to such delinquency and
      without giving effect to the nonpayment causing such delinquency.

      14.6. HOLDERS OF REVOLVING CREDIT NOTES. The Administrative Agent may deem
and treat the payee of any Revolving Credit Note or the purchaser of any Letter
of Credit Participation as the absolute owner or purchaser thereof for all
purposes hereof until it shall have been furnished in writing with a different
name by such payee or by a subsequent holder, assignee or transferee.

      14.7. INDEMNITY. The Lenders ratably agree hereby to indemnify and hold
harmless the Administrative Agent and its affiliates from and against any and
all claims, actions and suits (whether groundless or otherwise), losses,
damages, costs, expenses (including any expenses for which the Administrative
Agent or such affiliate has not been reimbursed by the Borrower as required by
ss.16.2), and liabilities of every nature and character arising out of or
related to this Credit Agreement, thE Revolving Credit Notes, or any of the
other Loan Documents or the transactions contemplated or evidenced hereby or
thereby, or the Administrative Agent's actions taken hereunder or thereunder,
except to the extent that any of the same shall be directly caused by the
Administrative Agent's willful misconduct or gross negligence.

      14.8. ADMINISTRATIVE AGENT AS LENDER. In its individual capacity, Fleet
shall have the same obligations and the same rights, powers and privileges in
respect to its Commitment and the Revolving Credit Loans made by it, and as the
holder of any of the Revolving Credit Notes and as the purchaser of any Letter
of Credit Participations, as it would have were it not also the Administrative
Agent.

      14.9. RESIGNATION. The Administrative Agent may resign at any time by
giving sixty (60) days prior written notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent. Unless a Default or Event of
Default shall have occurred and be continuing, such successor Administrative
Agent shall be reasonably acceptable to the Borrower. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a financial institution having a rating of
not less than A or its equivalent by S&P. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and

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                                      -77-


duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation, the provisions of this Credit
Agreement and the other Loan Documents shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting
as Administrative Agent.

      14.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender hereby
agrees that, upon learning of the existence of a Default or an Event of Default,
it shall promptly notify the Administrative Agent thereof. The Administrative
Agent hereby agrees that upon receipt of any notice under this ss.14.10 or
ss.8.5.1. it shall promptly notify the other Lenders of the existence of such
Default or Event of Default.

      14.11. DUTIES IN THE CASE OF ENFORCEMENT. In case one of more Events of
Default have occurred and shall be continuing, and whether or not acceleration
of the Obligations shall have occurred, the Administrative Agent shall, if (a)
so requested by the Required Lenders and (b) the Lenders have provided to the
Administrative Agent such additional indemnities and assurances against expenses
and liabilities as the Administrative Agent may reasonably request, proceed to
enforce the provisions of the Security Documents authorizing the sale or other
disposition of all or any part of the Collateral and exercise all or any such
other legal and equitable and other rights or remedies as it may have in respect
of such Collateral. The Required Lenders may direct the Administrative Agent in
writing as to the method and the extent of any such sale or other disposition,
the Lenders hereby agreeing to indemnify and hold the Administrative Agent,
harmless from all liabilities incurred in respect of all actions taken or
omitted in accordance with such directions, PROVIDED that the Administrative
Agent need not comply with any such direction to the extent that the
Administrative Agent reasonably believes the Administrative Agent's compliance
with such direction to be unlawful or commercially unreasonable in any
applicable jurisdiction.

                        15. ASSIGNMENT AND PARTICIPATION.

      15.1. CONDITIONS TO ASSIGNMENT BY LENDERS.

            15.1.1. GENERAL CONDITIONS. Except as provided herein, each Lender
      may assign to one or more commercial banks, other financial institutions
      or other Persons, all or a portion of its interests, rights and
      obligations under this Credit Agreement (including all or a portion of its
      Commitment Percentage and Commitment and the same portion of the Revolving
      Credit Loans at the time owing to it, the Revolving Credit Notes held by
      it and its participating interest in the risk relating to any Letters of
      Credit); PROVIDED that (a) each of the Administrative Agent and, unless a
      Default or Event of Default shall have occurred and be continuing, the
      Borrower shall have given its prior written consent to such assignment,
      which consent will not be unreasonably withheld; except that the consent
      of the Borrower or the Administrative Agent shall not be required in
      connection with any assignment by a Lender to (i) an existing Lender or
      (ii) a Lender Affiliate of such Lender, (b) each such assignment shall be
      of a constant, and not a varying, percentage of all the assigning Lender's
      rights and

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                                      -78-


      obligations under this Credit Agreement, (c) each assignment (or, in the
      case of assignments by a Lender to its Lender Affiliates, the aggregate
      holdings of such Lender and its Lender Affiliates after giving effect to
      such assignments), shall be in an amount that is a whole multiple of
      $1,000,000 (or such lesser amount as shall constitute the aggregate
      holdings of such Lender) and (d) the parties to such assignment shall
      execute and deliver to the Administrative Agent, for recording in the
      Register (as hereinafter defined), an Assignment and Acceptance,
      substantially in the form of EXHIBIT F hereto (an "ASSIGNMENT AND
      ACCEPTANCE"), together with any Revolving Credit Notes subject to such
      assignment. Upon such execution, delivery, acceptance and recording, from
      and after the effective date specified in each Assignment and Acceptance,
      which effective date shall be at least five (5) Business Days after the
      execution thereof, (y) the assignee thereunder shall be a party hereto
      and, to the extent provided in such Assignment and Acceptance, have the
      rights and obligations of a Lender hereunder, and (z) the assigning Lender
      shall, to the extent provided in such assignment and upon payment to the
      Administrative Agent of the registration fee referred to in ss.15.3, be
      released from its obligations under this Credit Agreement.

            15.1.2. ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE.
      Notwithstanding anything to the contrary contained herein, any Lender (a
      "GRANTING LENDER") may grant to a special purpose funding vehicle (a
      "SPV") of such Granting Lender, identified as such in writing from time to
      time by the Granting Lender to the Administrative Agent and the Borrower,
      the option to provide to the Borrower all or any part of any Revolving
      Credit Loan that such Granting Lender would otherwise be obligated to make
      the Borrower pursuant to ss.2.1 hereof, PROVIDED that (a) nothing herein
      shalL constitute a commitment to make any Revolving Credit Loan by any SPV
      and (ii) if an SPV elects not to exercise such option or otherwise fails
      to provide all or any part of such Revolving Credit Loan, the Granting
      Lender shall be obligated to make such Revolving Credit Loan pursuant to
      the terms hereof. The making of a Revolving Credit Loan by a SPV hereunder
      shall utilize the Commitment of the Granting Lender to the same extent,
      and as if, such Revolving Credit Loan were made by the Granting Lender.
      Each party hereto hereby agrees that no SPV shall be liable for any
      payment under this Credit Agreement for which a Granting Lender would
      otherwise be liable. In furtherance of the foregoing, each party hereto
      hereby agrees that, prior to the date that is one year and one day after
      the later of (i) the payment in full of all outstanding senior
      indebtedness of any SPV and (ii) the Revolving Credit Loan Maturity Date,
      it will not institute against, or join any other person in instituting
      against, such SPV any bankruptcy, reorganization, arrangement, insolvency
      or liquidation proceedings or similar proceedings under the laws of the
      United States of America or any State thereof. In addition,
      notwithstanding anything to the contrary contained in this Section 15.1.2,
      any SPV may (i) with notice to, but without the prior written consent of,
      the Borrower or the Administrative Agent and without paying any processing
      fee therefor, assign all or a portion of its interests in any Revolving
      Credit Loans

<Page>
                                      -79-


      to its Granting Lender or to any financial institutions providing
      liquidity and/or credit facilities to or for the account of such SPV to
      fund the Revolving Credit Loans made by such SPV or to support the
      securities (if any) issued by such SPV to fund such Revolving Credit Loans
      and (ii) disclose on a confidential basis any non-public information
      relating to its Revolving Credit Loans (other than financial statements
      referred to in ss.ss.7.4 or 8.4) to any rating agency, commercial paper
      dealer or proviDer of a surety, guarantee or credit or liquidity
      enhancement to such SPV. In no event shall the Borrower be obligated to
      pay to an SPV that has made a Revolving Credit Loan any greater amount
      than the Borrower would have been obligated to pay under this Credit
      Agreement if the Granting Lender had made such Revolving Credit Loan.

      15.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS. By
executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows:

            (a) other than the representation and warranty that it is the legal
      and beneficial owner of the interest being assigned thereby free and clear
      of any adverse claim, the assigning Lender makes no representation or
      warranty, express or implied, and assumes no responsibility with respect
      to any statements, warranties or representations made in or in connection
      with this Credit Agreement or the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of this Credit
      Agreement, the other Loan Documents or any other instrument or document
      furnished pursuant hereto or the attachment, perfection or priority of any
      security interest or mortgage,

            (b) the assigning Lender makes no representation or warranty and
      assumes no responsibility with respect to the financial condition of the
      Borrower and its Subsidiaries or any other Person primarily or secondarily
      liable in respect of any of the Obligations, or the performance or
      observance by the Borrower and its Subsidiaries or any other Person
      primarily or secondarily liable in respect of any of the Obligations of
      any of their obligations under this Credit Agreement or any of the other
      Loan Documents or any other instrument or document furnished pursuant
      hereto or thereto;

            (c) such assignee confirms that it has received a copy of this
      Credit Agreement, together with copies of the most recent financial
      statements referred to in ss.7.4 and ss.8.4 and such other documents and
      information as it has deeMed appropriate to make its own credit analysis
      and decision to enter into such Assignment and Acceptance;

            (d) such assignee will, independently and without reliance upon the
      assigning Lender, the Administrative Agent or any other Lender and based
      on such documents and information as it shall deem appropriate at the
      time, continue to make its own credit decisions in taking or not taking
      action under this Credit Agreement;

<Page>
                                      -80-


            (e) such assignee appoints and authorizes the Administrative Agent
      to take such action as agent on its behalf and to exercise such powers
      under this Credit Agreement and the other Loan Documents as are delegated
      to the Administrative Agent by the terms hereof or thereof, together with
      such powers as are reasonably incidental thereto;

            (f) such assignee agrees that it will perform in accordance with
      their terms all of the obligations that by the terms of this Credit
      Agreement are required to be performed by it as a Lender;

            (g) such assignee represents and warrants that it is legally
      authorized to enter into such Assignment and Acceptance;

            (h) such assignee acknowledges that it has made arrangements with
      the assigning Lender satisfactory to such assignee with respect to its PRO
      RATA share of Letter of Credit Fees in respect of outstanding Letters of
      Credit; and

            (i) such assignee acknowledges that it has complied with the
      provisions of ss.5.3.3 to the extent applicable.

      15.3. REGISTER. The Administrative Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register or similar list (the
"REGISTER") for the recordation of the names and addresses of the Lenders and
the Commitment Percentage of, and principal amount of the Revolving Credit Loans
owing to and Letter of Credit Participations purchased by, the Lenders from time
to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Credit Agreement. The Register shall be available for
inspection by the Borrower and the Lenders at any reasonable time and from time
to time upon reasonable prior notice. Upon each such recordation, the assigning
Lender agrees to pay to the Administrative Agent a registration fee in the sum
of $2,500.00.

      15.4. NEW REVOLVING CREDIT NOTES. Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with each
Revolving Credit Note subject to such assignment, the Administrative Agent shall
(a) record the information contained therein in the Register, and (b) give
prompt notice thereof to the Borrower and the Lenders (other than the assigning
Lender). Within five (5) Business Days after receipt of such notice, the
Borrower, at its own expense, shall execute and deliver to the Administrative
Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving
Credit Note to the order of such Assignee in an amount equal to the amount
assumed by such Assignee pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained some portion of its obligations hereunder, a new
Revolving Credit Note to the order of the assigning Lender in an amount equal to
the amount retained by it hereunder. Such new Revolving Credit Notes shall
provide that they are replacements for the surrendered Revolving Credit Notes,
shall be in an aggregate principal amount equal to the aggregate principal
amount of the surrendered

<Page>
                                      -81-


Revolving Credit Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of the assigned
Revolving Credit Notes. The surrendered Revolving Credit Notes shall be
cancelled and returned to the Borrower.

      15.5. PARTICIPATIONS. Each Lender may sell participations to one or more
Lenders or other entities in all or a portion of such Lender's rights and
obligations under this Credit Agreement and the other Loan Documents; PROVIDED
that (a) each such participation shall be in an amount of not less than
$1,000,000, (b) any such sale or participation shall not affect the rights and
duties of the selling Lender hereunder to the Borrower and (c) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Revolving Credit Loans, extend the term
or increase the amount of the Commitment of such Lender as it relates to such
participant, reduce the amount of any Commitment Fee or Letter of Credit Fees to
which such participant is entitled or extend any regularly scheduled payment
date for principal or interest.

      15.6. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Lender is an Affiliate of the Borrower, then any such assignee Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Administrative Agent pursuant to ss.13.1
or ss.13.2, and the determination of The Required Lenders shall for all purposes
of this Credit Agreement and the other Loan Documents be made without regard to
such assignee Lender's interest in any of the Revolving Credit Loans or
Reimbursement Obligations. If any Lender sells a participating interest in any
of the Revolving Credit Loans or Reimbursement Obligations to a participant, and
such participant is the Borrower or an Affiliate of the Borrower, then such
transferor Lender shall promptly notify the Administrative Agent of the sale of
such participation. A transferor Lender shall have no right to vote as a Lender
hereunder or under any of the other Loan Documents for purposes of granting
consents or waivers or for purposes of agreeing to amendments or modifications
to any of the Loan Documents or for purposes of making requests to the
Administrative Agent pursuant to ss.13.1 or ss.13.2 to the extent that such
participation is beneficially owned by the Borrower or any Affiliate of the
Borrower, and the determination of the Required Lenders shall for all purposes
of this Credit Agreement and the other Loan Documents be made without regard to
the interest of such transferor Lender in the Revolving Credit Loans or
Reimbursement Obligations to the extent of such participation.

      15.7. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Lender shall
retain its rights to be indemnified pursuant to ss.16.3 with respect to any
claims or actions arising prior to the date of such assignment. Anything
contained in this ss.15 to The contrary notwithstanding, any Lender may at any
time pledge or assign a security interest in all or any portion of its interest
and rights under this Credit Agreement

<Page>
                                      -82-


(including all or any portion of its Revolving Credit Notes) to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to (a) any of the twelve Federal Reserve Banks organized under ss.4
of the Federal Reserve Act, 12 U.S.C. ss.341 and (b) with respect to any Lender
that is a fund that invests in bank loans, to anY lender or any trustee for, or
any other representative of, holders of obligations owed or securities issued by
such fund as security for such obligations or securities or any institutional
custodian for such fund or for such lender. Any foreclosure or similar action by
any Person in respect of such pledge or assignment shall be subject to the other
provisions of this ss.15. NO such pledge or the enforcement thereof shall
release the pledgor Lender from its obligations hereunder or under any of the
other Loan Documents, provide any voting rights hereunder to the pledgee
thereof, or affect any rights or obligations of the Borrower or Administrative
Agent hereunder.

      15.8. ASSIGNMENT BY BORROWER. The Borrower shall not assign or transfer
any of its rights or obligations under any of the Loan Documents without the
prior written consent of each of the Lenders.

                     16. PROVISIONS OF GENERAL APPLICATIONS.

      16.1. SETOFF. The Borrower hereby grants to the Administrative Agent and
each of the Lenders a continuing lien, security interest and right of setoff as
security for all liabilities and obligations to the Administrative Agent and
each Lender, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Administrative Agent or such Lender or
any Lender Affiliate and their successors and assigns or in transit to any of
them. Regardless of the adequacy of any collateral, if any of the Obligations
are due and payable and have not been paid or any Event of Default shall have
occurred and be continuing, any deposits or other sums credited by or due from
any of the Lenders to the Borrower and any securities or other property of the
Borrower in the possession of such Lender may be applied to or set off by such
Lender against the payment of Obligations and any and all other liabilities,
direct, or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, of the Borrower to such Lender. ANY AND ALL RIGHTS TO
REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER
ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders
agree with each other Lender that if such Lender shall receive from the
Borrower, whether by voluntary payment, exercise of the right of setoff,
counterclaim, cross action, enforcement of the claim evidenced by the Revolving
Credit Notes held by, or constituting Reimbursement Obligations owed to, such
Lender by proceedings against the Borrower at law or in equity or by proof
thereof in bankruptcy, reorganization, liquidation, receivership or similar
proceedings, or otherwise, and shall retain and apply to the payment of the
Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement
Obligations owed to, such Lender any amount in excess of its ratable portion of
the payments received by all of the Lenders with respect to the Revolving

<Page>
                                      -83-


Credit Notes held by, and Reimbursement Obligations owed to, all of the Lenders,
such Lender will make such disposition and arrangements with the other Lenders
with respect to such excess, either by way of distribution, PRO TANTO assignment
of claims, subrogation or otherwise as shall result in each Lender receiving in
respect of the Revolving Credit Notes held by it or Reimbursement Obligations
owed it, its proportionate payment as contemplated by this Credit Agreement;
PROVIDED that if all or any part of such excess payment is thereafter recovered
from such Lender, such disposition and arrangements shall be rescinded and the
amount restored to the extent of such recovery, but without interest.

      16.2. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (b) any taxes (including
any interest and penalties in respect thereto) payable by the Administrative
Agent or any of the Lenders (other than taxes based upon the Administrative
Agent's or any Lender's net income) on or with respect to the transactions
contemplated by this Credit Agreement (the Borrower hereby agreeing to indemnify
the Administrative Agent and each Lender with respect thereto), (c) the
reasonable fees, expenses and disbursements of the Administrative Agent's
Special Counsel or any local counsel to the Administrative Agent incurred in
connection with the preparation, syndication, administration or interpretation
of the Loan Documents and other instruments mentioned herein, each closing
hereunder, any amendments, modifications, approvals, consents or waivers hereto
or hereunder, or the cancellation of any Loan Document upon payment in full in
cash of all of the Obligations or pursuant to any terms of such Loan Document
for providing for such cancellation, (d) the fees, expenses and disbursements of
the Administrative Agent or any of its affiliates incurred by the Administrative
Agent or such affiliate in connection with the preparation, syndication,
administration or interpretation of the Loan Documents and other instruments
mentioned herein, including all title insurance premiums and surveyor,
engineering, appraisal and examination charges, (e) any fees, costs, expenses
and bank charges, including bank charges for returned checks, incurred by the
Administrative Agent in establishing, maintaining or handling agency accounts,
lock box accounts and other accounts for the collection of any of the
Collateral, (f) all reasonable out-of-pocket expenses (including without
limitation reasonable attorneys' fees and costs, which attorneys may be
employees of any Lender or the Administrative Agent, and reasonable consulting,
accounting, appraisal, investment bankruptcy and similar professional fees and
charges) incurred by any Lender or the Administrative Agent in connection with
(i) the enforcement of or preservation of rights under any of the Loan Documents
against the Borrower or any of its Subsidiaries or the administration thereof
after the occurrence of a Default or Event of Default and (ii) any litigation,
proceeding or dispute whether arising hereunder or otherwise, in any way related
to any Lender's or the Administrative Agent's relationship with the Borrower or
any of its Subsidiaries and (g) all reasonable fees, expenses and disbursements
of any Lender or the Administrative Agent incurred in connection with UCC
searches, UCC filings, intellectual property searches, intellectual property
filings or mortgage recordings. The covenants contained in this ss.16.2 shall
survive payment or satisfaction in full of all other obligations.

<Page>
                                      -84-


      16.3. INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless
the Administrative Agent, its affiliates and the Lenders from and against any
and all claims, actions and suits whether groundless or otherwise, and from and
against any and all liabilities, losses, damages and expenses of every nature
and character arising out of this Credit Agreement or any of the other Loan
Documents or the transactions contemplated hereby including, without limitation,
(a) any actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of any of the Revolving Credit Loans or Letters of Credit, (b) the
reversal or withdrawal of any provisional credits granted by the Administrative
Agent upon the transfer of funds from lock box, bank agency, concentration
accounts or otherwise under any cash management arrangements with the Borrower
or any Subsidiary or in connection with the provisional honoring of funds
transfers, checks or other items or from any loss, cost or expense incurred or
sustained by the Administrative Agent or any affiliate in providing payroll and
other cash management services to Borrower and its Subsidiaries, (c) any actual
or alleged infringement of any patent, copyright, trademark, service mark or
similar right of the Borrower or any of its Subsidiaries comprised in the
Collateral, (d) the Borrower or any of its Subsidiaries entering into or
performing this Credit Agreement or any of the other Loan Documents or (e) with
respect to the Borrower and its Subsidiaries and their respective properties and
assets, the violation of any Environmental Law, the presence, disposal, escape,
seepage, leakage, spillage, discharge, emission, release or threatened release
of any Hazardous Substances or any action, suit, proceeding or investigation
brought or threatened with respect to any Hazardous Substances (including, but
not limited to, claims with respect to wrongful death, personal injury or damage
to property), in each case including, without limitation, the reasonable fees
and disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding, except
to the extent that any of the foregoing are caused by the gross negligence or
willful misconduct of the otherwise indemnified party. The parties hereto
further agree that such indemnification obligations shall be Obligations under
the Loan Documents. In litigation, or the preparation therefor, the Lenders and
the Administrative Agent and its affiliates shall be entitled to select their
own counsel and, in addition to the foregoing indemnity, the Borrower agrees to
pay promptly the reasonable fees and expenses of such counsel. If, and to the
extent that the obligations of the Borrower under this ss.16.3 are unenforceable
for any reason, the Borrower hereby agrees to make the maximum contribution to
the payment in satisfaction of such obligations which is permissible under
applicable law. The covenants contained in this ss.16.3 shall survive payment oR
satisfaction in full of all other Obligations.

      16.4. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

            16.4.1. CONFIDENTIALITY. Each of the Lenders and the Administrative
      Agent agrees, on behalf of itself and each of its affiliates, directors,
      officers, employees and representatives, to use reasonable precautions to
      keep confidential, in accordance with their customary procedures for
      handling confidential information of the same nature and in accordance
      with safe and sound banking practices, any non-public information supplied
      to it by the

<Page>
                                      -85-


      Borrower or any of its Subsidiaries pursuant to this Credit Agreement that
      is identified by such Person as being confidential at the time the same is
      delivered to the Lenders or the Administrative Agent, PROVIDED that
      nothing herein shall limit the disclosure of any such information (a)
      after such information shall have become public other than through a
      violation of this ss.16.4, or becomes available to any of the Lenders or
      the Administrative Agent on a nonconfidential basis from a source other
      than the Borrower, (b) to the extent required by statute, rule, regulation
      or judicial process, (c) to counsel for any of the Lenders or the
      Administrative Agent, (d) to bank examiners or any other regulatory
      authority having jurisdiction over any Lender or the Administrative Agent,
      or to auditors or accountants, (e) to the Administrative Agent, any Lender
      or any Financial Affiliate, (f) in connection with any litigation to which
      any one or more of the Lenders, the Administrative Agent or any Financial
      Affiliate is a party, or in connection with the enforcement of rights or
      remedies hereunder or under any other Loan Document, (g) to a Lender
      Affiliate or a Subsidiary or affiliate of the Administrative Agent, (h) to
      any actual or prospective assignee or participant or any actual or
      prospective counterparty (or its advisors) to any swap or derivative
      transactions referenced to credit or other risks or events arising under
      this Credit Agreement or any other Loan Document so long as such assignee,
      participant or counterparty, as the case may be, agrees to be bound by the
      provisions of ss.16.4 or (i) with the consent of the Borrower. Moreover,
      each of the Administrative Agent, the Lenders anD any Financial Affiliate
      is hereby expressly permitted by the Borrower to refer to any of the
      Borrower and its Subsidiaries in connection with any advertising,
      promotion or marketing undertaken by the Administrative Agent, such Lender
      or such Financial Affiliate and, for such purpose, the Administrative
      Agent, such Lender or such Financial Affiliate may utilize any trade name,
      trademark, logo or other distinctive symbol associated with the Borrower
      or any of its Subsidiaries or any of their businesses.

            16.4.2. PRIOR NOTIFICATION. Unless specifically prohibited by
      applicable law or court order, each of the Lenders and the Administrative
      Agent shall, prior to disclosure thereof, notify the Borrower of any
      request for disclosure of any such non-public information by any
      governmental agency or representative thereof (other than any such request
      in connection with an examination of the financial condition of such
      Lender by such governmental agency) or pursuant to legal process.

            16.4.3. OTHER. In no event shall any Lender or the Administrative
      Agent be obligated or required to return any materials furnished to it or
      any Financial Affiliate by the Borrower or any of its Subsidiaries. The
      obligations of each Lender under this ss.16.4 shall supersede and replace
      the obligations of such Lender under any confidentiality letter in respect
      of this financing signed and delivered by such Lender to the Borrower
      prior to the date hereof and shall be binding upon any assignee of, or
      purchaser of any participation in, any interest in any of the Revolving
      Credit Loans or Reimbursement Obligations from any Lender.

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                                      -86-


      16.5. SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Revolving Credit Notes, in
any of the other Loan Documents or in any documents or other papers delivered by
or on behalf of the Borrower or any of its Subsidiaries pursuant hereto shall be
deemed to have been relied upon by the Lenders and the Administrative Agent,
notwithstanding any investigation heretofore or hereafter made by any of them,
and shall survive the making by the Lenders of any of the Revolving Credit Loans
and the issuance, extension or renewal of any Letters of Credit, as herein
contemplated, and shall continue in full force and effect so long as any Letter
of Credit or any amount due under this Credit Agreement or the Revolving Credit
Notes or any of the other Loan Documents remains outstanding or any Lender has
any obligation to make any Revolving Credit Loans or the Administrative Agent
has any obligation to issue, extend or renew any Letter of Credit, and for such
further time as may be otherwise expressly specified in this Credit Agreement.
All statements contained in any certificate or other paper delivered to any
Lender or the Administrative Agent at any time by or on behalf of the Borrower
or any of its Subsidiaries pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and warranties
by the Borrower or such Subsidiary hereunder.

      16.6. NOTICES. Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Revolving Credit Notes or any Letter of
Credit Applications shall be in writing and shall be delivered in hand, mailed
by United States registered or certified first class mail, postage prepaid, sent
by overnight courier, or sent by telegraph, telecopy, facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

            (a) if to the Borrower, at 3611 Valley Centre Drive, 5th Floor, San
      Diego, California 92130, Attention: John Benjamin, Corporate Treasurer, or
      at such other address for notice as the Borrower shall last have furnished
      in writing to the Person giving the notice, with a copy to: Wilson Sonsini
      Goodrich & Rosati P.C., 1117 California Avenue, Palo Alto, California
      94304, Attention: Doug Collom;

            (b) if to the Administrative Agent, at 100 Federal Street, Boston,
      Massachusetts 02110, USA, Attention: William S. Rowe, Vice President, or
      such other address for notice as the Administrative Agent shall last have
      furnished in writing to the Person giving the notice; and

            (c) if to any Lender, at such Lender's address set forth on SCHEDULE
      1 hereto, or such other address for notice as such Lender shall have last
      furnished in writing to the Person giving the notice.

      Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified

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                                      -87-


first-class mail, postage prepaid, on the third Business Day following the
mailing thereof.

      16.7. GOVERNING LAW. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SS.16.6. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

      16.8. HEADINGS. The captions in this Credit Agreement are for convenience
of reference only and shall not define or limit the provisions hereof.

      16.9. COUNTERPARTS. This Credit Agreement and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall constitute one instrument. In proving this Credit Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought. Delivery by facsimile by
any of the parties hereto of an executed counterpart hereof or of any amendment
or waiver hereto shall be as effective as an original executed counterpart
hereof or of such amendment or waiver and shall be considered a representation
that an original executed counterpart hereof or such amendment or waiver, as the
case may be, will be delivered.

      16.10. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions contemplated hereby. Neither this
Credit Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in ss.16.12.

      16.11. WAIVER OF JURY TRIAL. THE BORROWER HEREBY WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS CREDIT AGREEMENT, THE REVOLVING CREDIT NOTES OR ANY OF THE
OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR

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                                      -88-


WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS OR ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER
RELATING TO THE ADMINISTRATION OF THE REVOLVING CREDIT LOANS OR ENFORCEMENT OF
THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED. Except as prohibited by law, the Borrower hereby waives any right it may
have to claim or recover in any litigation referred to in the preceding sentence
any special, exemplary, punitive or consequential damages or any damages other
than, or in addition to, actual damages. The Borrower (a) certifies that no
representative, agent or attorney of any Lender or the Administrative Agent has
represented, expressly or otherwise, that such Lender or the Administrative
Agent would not, in the event of litigation, seek to enforce the foregoing
waivers and (b) acknowledges that the Administrative Agent and the Lenders have
been induced to enter into this Credit Agreement, the other Loan Documents to
which it is a party by, among other things, the waivers and certifications
contained herein.

      16.12. CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval
required or permitted by this Credit Agreement to be given by the Lenders may be
given, and any term of this Credit Agreement, the other Loan Documents or any
other instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower or any of its Subsidiaries of any
terms of this Credit Agreement, the other Loan Documents or such other
instrument or the continuance of any Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Borrower and the
written consent of the Required Lenders. Notwithstanding the foregoing, no
amendment, modification or waiver shall:

            (a) without the written consent of the Borrower and each Lender
      directly affected thereby:

                  (i) reduce or forgive the principal amount of any Revolving
            Credit Loans or Reimbursement Obligations, or reduce the rate of
            interest on the Revolving Credit Notes or the amount of the
            Commitment Fee or Letter of Credit Fees (other than interest
            accruing pursuant to ss.5.11.2 following the effective date of any
            waiver by the Required Lenders of the Default or Event of Default
            relating thereto);

                  (ii) increase the amount of such Lender's Commitment or extend
            the expiration date of such Lender's Commitment;

                  (iii) postpone or extend the Revolving Credit Loan Maturity
            Date or any other regularly scheduled dates for payments of
            principal of, or interest on, the Revolving Credit Loans or
            Reimbursement Obligations or any Fees or other amounts payable to
            such Lender (it being understood that (A) a waiver of the
            application of the default rate of interest pursuant to ss.5.11.2,
            (B) any vote to rescind any acceleration made pursuant to ss.13.1

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                                      -89-


            of amounts owing with respect to the Revolving Credit Loans and
            other Obligations and (C) any modifications of the provisions
            relating to amounts, timing or application of prepayments of
            Revolving Credit Loans and other Obligations, including under
            ss.3.2.2 shall require only the approval of the Required Lenders);
            and

                  (iv) other than pursuant to a transaction permitted by the
            terms of this Credit Agreement, release all or substantially all of
            the Collateral or release all or substantially all of the Guarantors
            from their guaranty obligations under the Guaranties (excluding, if
            the Borrower or any Subsidiary of a Borrower becomes a debtor under
            the federal Bankruptcy Code, the release of "cash collateral", as
            defined in Section 363(a) of the federal Bankruptcy Code pursuant to
            a cash collateral stipulation with the debtor approved by the
            Required Lenders);

            (b) without the written consent of all of the Lenders, amend or
      waive this ss.16.12 or the definition of Required Lenders (it being
      understood that the addition of one or more additional credit facilities,
      the allowance of the credit extensions, interest and fees thereunder to
      share ratably or on a subordinated basis with the Revolving Credit Loans,
      Letters of Credit, interest and Fees in the benefits of the Loan Documents
      and the inclusion of the holders of such facilities in the determination
      of Required Lenders shall require only the approval of the Required
      Lenders);

            (c) without the written consent of the Administrative Agent, amend
      or waive ss.14, the amount or time of payment of the Administrative
      Agent's Fee or any Letter of Credit Fees payable for the Administrative
      Agent's account or any other provision applicable to the Administrative
      Agent.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of the Administrative Agent or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the Borrower shall entitle the Borrower to other or further
notice or demand in similar or other circumstances.

      16.13. SEVERABILITY. The provisions of this Credit Agreement are severable
and if any one clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.

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                                      -90-


      IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                        PEREGRINE SYSTEMS, INC.

                                        By: /s/ SIGNATURE
                                            Name:
                                            Title:


                                        FLEET NATIONAL BANK, individually
                                        and as Administrative Agent

                                        By: /s/ SIGNATURE
                                            William S. Rowe, Vice President

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                                      -91-


                                        UNION BANK OF CALIFORNIA, N.A.

                                        By: /s/ SIGNATURE
                                              Title:

<Page>
                                      -92-


                                        BANK OF AMERICA, N.A.

                                        By: /s/ SIGNATURE
                                              Title:

<Page>
                                      -93-


                                        COMERICA BANK

                                        By: /s/ SIGNATURE
                                              Title:

<Page>
                                      -94-


                                        KEY BANK NATIONAL ASSOCIATION

                                        By: /s/ SIGNATURE
                                              Title:

<Page>
                                      -95-


                                        THE BANK OF NOVA SCOTIA

                                        By: /s/ SIGNATURE
                                              Title:

<Page>
                                      -96-


                                        BNP PARIBAS

                                        By: /s/ SIGNATURE
                                              Title: