<PAGE>
                                                                     EXHIBIT 4.4

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                 July 16, 1999,

                          as amended and restated as of
                                 July 17, 2000,

                                      Among

                               GARTNER GROUP, INC.

                            The Lenders Party Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                            CHASE SECURITIES INC. and
                           CREDIT SUISSE FIRST BOSTON,
                                 as Co-arrangers

                           CREDIT SUISSE FIRST BOSTON,
                              as Syndication Agent

                              FLEET NATIONAL BANK,
                             as Documentation Agent
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page

<S>                           <C>                                                                      <C>
                              ARTICLE I

                              Definitions

SECTION 1.01.                 Defined Terms .......................................................        1
SECTION 1.02.                 Classification of Loans and Borrowings ..............................       23
SECTION 1.03.                 Terms Generally .....................................................       23
SECTION 1.04.                 Accounting Terms; GAAP ..............................................       24


                              ARTICLE II

                              The Credits

SECTION 2.01.                 Commitments .........................................................       25
SECTION 2.02.                 Loans and Borrowings ................................................       25
SECTION 2.03.                 Requests for Borrowings .............................................       26
SECTION 2.04.                 Funding of Borrowings ...............................................       26
SECTION 2.05.                 Interest Elections ..................................................       27
SECTION 2.06.                 Termination and Reduction of Commitments ............................       29
SECTION 2.07.                 Repayment of Loans; Evidence of Debt ................................       30
SECTION 2.08.                 Letters of Credit ...................................................       30
SECTION 2.09.                 Prepayment of Loans .................................................       36
SECTION 2.10.                 Fees ................................................................       38
SECTION 2.11.                 Interest ............................................................       39
SECTION 2.12.                 Alternate Rate of Interest ..........................................       40
SECTION 2.13.                 Increased Costs .....................................................       41
SECTION 2.14.                 Break Funding Payments ..............................................       42
SECTION 2.15.                 Taxes ...............................................................       43
SECTION 2.16.                 Payments Generally; Pro Rata Treatment;
                              Sharing of Setoffs ..................................................       45
SECTION 2.17.                 Mitigation Obligations; Replacement of
                              Lenders .............................................................       47


                              ARTICLE III

                              Representations and Warranties

SECTION 3.01.                 Organization; Powers ................................................       48
SECTION 3.02.                 Authorization; Enforceability .......................................       48
SECTION 3.03.                 Governmental Approvals; No Conflicts ................................       49
SECTION 3.04.                 Financial Condition; No Material Adverse
                              Change ..............................................................       49
SECTION 3.05.                 Properties ..........................................................       50
SECTION 3.06.                 Litigation and Environmental Matters ................................       50
</TABLE>



<PAGE>
Contents, p. 2

<TABLE>
<CAPTION>
<S>                           <C>                                                                      <C>
SECTION 3.07.                 Compliance with Laws and Agreements .................................       51
SECTION 3.08.                 Investment and Holding Company Status ...............................       51
SECTION 3.09.                 Taxes ...............................................................       51
SECTION 3.10.                 ERISA ...............................................................       51
SECTION 3.11.                 Disclosure ..........................................................       52
SECTION 3.12.                 Subsidiaries ........................................................       52
SECTION 3.13.                 Insurance ...........................................................       52


                              ARTICLE IV

                              Conditions

SECTION 4.01.                 Effective Date ......................................................       52
SECTION 4.02.                 Each Credit Event ...................................................       54


                              ARTICLE V

                              Affirmative Covenants

SECTION 5.01.                 Financial Statements and Other
                              Information .........................................................       55
SECTION 5.02.                 Notices of Material Events ..........................................       56
SECTION 5.03.                 Existence; Conduct of Business ......................................       57
SECTION 5.04.                 Payment of Obligations ..............................................       57
SECTION 5.05.                 Maintenance of Properties ...........................................       57
SECTION 5.06.                 Insurance ...........................................................       57
SECTION 5.07.                 Books and Records; Inspection and Audit
                              Rights ..............................................................       58
SECTION 5.08.                 Compliance with Laws ................................................       58
SECTION 5.09.                 Use of Proceeds and Letters of Credit ...............................       58
SECTION 5.10.                 Additional Subsidiaries; Significant
                              Subsidiaries ........................................................       58
SECTION 5.11.                 Federal Reserve Regulations .........................................       59


                              ARTICLE VI

                              Negative Covenants

SECTION 6.01.                 Indebtedness ........................................................       59
SECTION 6.02.                 Liens ...............................................................       61
SECTION 6.03.                 Fundamental Changes .................................................       62
SECTION 6.04.                 Investments, Loans, Advances, Guarantees
                              and Acquisitions ....................................................       62
SECTION 6.05.                 Asset Sales .........................................................       64
SECTION 6.06.                 Sale and Leaseback Transactions .....................................       65
SECTION 6.07.                 Hedging Agreements ..................................................       65
SECTION 6.08.                 Restricted Payments .................................................       65
SECTION 6.09.                 Transactions with Affiliates ........................................       66
</TABLE>
<PAGE>
                                                                  Contents, p. 3


<TABLE>
<CAPTION>
<S>                           <C>                                                                      <C>
SECTION 6.10.                 Restrictive Agreements ..............................................       66
SECTION 6.11.                 Amendment of Material Documents .....................................       67
SECTION 6.12.                 Interest Expense Coverage Ratio .....................................       67
SECTION 6.13.                 Total Balance Sheet Indebtedness to
                              EBITDA ..............................................................       67
SECTION 6.14.                 Annualized Contract Value to Total
                              Balance Sheet Indebtedness ..........................................       67
SECTION 6.15.                 Minimum Annualized Contract Value ...................................       67
SECTION 6.16.                 Certain Indemnity Obligations .......................................       68
SECTION 6.17.                 Total Senior Balance Sheet Indebtedness
                              to EBITDA ...........................................................       68
SECTION 6.18.                 Other Indebtedness and Agreements ...................................       68


                              ARTICLE VII

                              Events of Default

                              ARTICLE VIII

                              The Administrative Agent

                              ARTICLE IX

                              Miscellaneous

SECTION 9.01.                 Notices .............................................................       74
SECTION 9.02.                 Waivers; Amendments .................................................       75
SECTION 9.03.                 Expenses; Indemnity; Damage Waiver ..................................       77
SECTION 9.04.                 Successors and Assigns ..............................................       78
SECTION 9.05.                 Survival ............................................................       82
SECTION 9.06.                 Counterparts; Integration; Effectiveness ............................       83
SECTION 9.07.                 Severability ........................................................       83
SECTION 9.08.                 Right of Setoff .....................................................       84
SECTION 9.09.                 Governing Law; Jurisdiction; Consent to
                              Service of Process ..................................................       84
SECTION 9.10.                 WAIVER OF JURY TRIAL ................................................       85
SECTION 9.11.                 Headings ............................................................       85
SECTION 9.12.                 Confidentiality .....................................................       85
SECTION 9.13.                 Interest Rate Limitation ............................................       86
</TABLE>
<PAGE>
                                                                  Contents, p. 4





SCHEDULES:

Schedule 2.01 -- Commitments

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Opinion of Borrower's Counsel
Exhibit C -- Form of Guarantee Agreement
Exhibit D -- Form of Indemnity, Subrogation and
                Contribution Agreement

Exhibit E -- Form of Pledge Agreement
<PAGE>
                      CREDIT AGREEMENT dated as of July 16,

                           1999, as amended and restated as of July 17, 2000,
                           among GARTNER GROUP, INC., a Delaware corporation
                           (the "Borrower"), the LENDERS party hereto (the
                           "Lenders"), and THE CHASE MANHATTAN BANK, a New York
                           banking corporation, as Administrative Agent (the
                           "Administrative Agent").

                  The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

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

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

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

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

         "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
<PAGE>
                                                                               2

effective from and including the effective date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

         "Annualized Contract Value" means, for any date, the annualized value
of all advisory and measurement contracts of the Borrower and its Subsidiaries
in effect on such date, without regard to the duration of such contracts, as
calculated in the manner used to calculate "Contract Value" in the Borrower's
most recent annual report on Form 10-K filed with the Securities and Exchange
Commission; provided that any material changes to the method of calculating
"Annualized Contract Value" hereunder from the method used in calculating
"Contract Value" in the Borrower's annual report on Form 10-K for the fiscal
year ended September 30, 1998 shall require the consent of the Required Lenders.

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

         "Applicable Rate" means, for any day with respect to any Loan, or with
respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "ABR Spread",
"Eurodollar Spread" or "Commitment Fee Rate", as the case may be, based upon the
Leverage Ratio as of the most recent determination date; provided that until the
Borrower has delivered financial statements pursuant to Section 5.01(a) or (b)
covering the first two fiscal quarters that end after the Second Amendment
Effective Date, the "Applicable Rate" shall be the applicable rate per annum set
forth below in Category 3:

<TABLE>
<CAPTION>
                                    ABR               Eurodollar             Commitment Fee
Leverage Ratio:                     Spread            Spread                 Rate
-------------------------------------------------------------------------------------------
<S>                                 <C>               <C>                    <C>
Category 1
----------
[> or =] $1.75x                     0.75%             2.00%                  0.50%
Category 2
----------
[> or =] $1.50x but
<1.75x                              0.50%             1.75%                  0.40%
</TABLE>
<PAGE>
                                                                               3


<TABLE>
<CAPTION>
                                    ABR               Eurodollar             Commitment Fee
Leverage Ratio:                     Spread            Spread                 Rate
-------------------------------------------------------------------------------------------
<S>                                 <C>               <C>                    <C>
Category 3
----------
[> or =] $1.25x but
<1.50x                              0.25%             1.50%                  0.35%

Category 4
----------
[< or =] 1.25x

                                    0%                1.00%                  0.30%
</TABLE>

         For purposes of the foregoing, (a) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (b) each change in the Applicable Rate resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 1 at the option of the
Administrative Agent or at the request of the Required Lenders (i) at any time
that an Event of Default has occurred and is continuing or (ii) if the Borrower
fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 5.01(a) or (b), during the period from the expiration
of the time for delivery thereof until such consolidated financial statements
are delivered. Notwithstanding anything to the contrary herein, for purposes of
determining the Applicable Rate only, Total Balance Sheet Indebtedness used to
calculate the Leverage Ratio shall exclude the Permitted Subordinated Debt
issued by the Borrower to Silver Lake Partners L.P. on April 17, 2000.

         "Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.
<PAGE>
                                                                               4

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

         "Attributable Debt" means, on any date, in respect of any lease of the
Borrower or any Subsidiary entered into as part of a sale and leaseback
transaction subject to Section 6.06, (i) if such lease is a Capital Lease
Obligation, the capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP, and (ii) if
such lease is not a Capital Lease Obligation, the capitalized amount of the
remaining lease payments under such lease that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP if such lease
were accounted for as a Capital Lease Obligation.

         "Availability Period" means the period from and including the Second
Amendment Effective Date to but excluding the earlier of the Maturity Date and
the date of termination of the Commitments.

         "Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

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

         "Borrower" means Gartner Group, Inc., a Delaware corporation.

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

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

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.
<PAGE>
                                                                               5

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

         "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of Rule 13d-5 under the Securities Exchange Act of 1934 as in effect on
the date hereof), other than, prior to the Recapitalization, IMS, of shares
representing more than 35% of the aggregate ordinary voting power represented by
the issued and outstanding Common Stock; or (b) occupation of a majority of the
seats (other than vacant seats) on the board of directors of the Borrower by
Persons who were neither (i) nominated by the board of directors of the Borrower
nor (ii) appointed by directors so nominated.

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.13(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

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

         "Commitment" means, with respect to each Lender, the commitment, if
any, of such Lender to make Loans and acquire participations in Letters of
Credit hereunder during the Availability Period, expressed as an amount
representing the maximum aggregate amount of such Lender's Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.06
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
<PAGE>
                                                                               6

The initial aggregate amount of the Lenders' Commitments is $200 million.

         "Common Stock" means common stock of the Borrower.

         "Consolidated Cash Interest Expense" means, for any period, (a) the sum
of (i) the interest expense (including imputed interest expense in respect of
Capital Lease Obligations) of the Borrower and the Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, (ii) any interest
accrued during such period in respect of Indebtedness of the Borrower or any
Subsidiary that is required to be capitalized rather than included in
consolidated interest expense for such period in accordance with GAAP, (iii)
cash payments made during such period to holders of Permitted Preferred Stock,
plus (iv) any cash payments made during such period in respect of obligations
referred to in clause (b)(ii) below that were amortized or accrued in a previous
period, minus (b) the sum of (i) to the extent included in such consolidated
interest expense for such period, noncash amounts attributable to amortization
of financing costs paid in a previous period, plus (ii) to the extent included
in such consolidated interest expense for such period, noncash amounts
attributable to amortization of debt discounts or accrued interest payable in
kind for such period.

         "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary noncash charges for such period and (v) any noncash
nonrecurring charges for such period, and minus (b) without duplication and to
the extent included in determining such Consolidated Net Income, any
extraordinary gains and nonrecurring gains for such period, all determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Funded Debt" means, at any time, the sum, without
duplication of (i) the long-term obligations of the Borrower and its
Subsidiaries (excluding current maturities) plus (ii) all Indebtedness of the
Borrower and its Subsidiaries which matures one year or less from the date of
determination but is extendable or renewable at the sole option of the Borrower
or any Subsidiary in such a manner that it may become payable more than one year
from the date of determination, in each case on a consolidated basis in
accordance with GAAP.
<PAGE>
                                                                               7

         "Consolidated Net Income" means, for any period, the net income or loss
of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income of SIV at any time when SIV is not a wholly-owned
Subsidiary, except to the extent of the amount of dividends or other
distributions actually paid to the Borrower or any of the Subsidiaries by SIV
during such period, and (b) the income or loss of any Person accrued prior to
the date it becomes a Subsidiary or is merged into or consolidated with the
Borrower or any Subsidiary or the date that such Person's assets are acquired by
the Borrower or any Subsidiary.

         "Consolidated Net Tangible Assets" means, at any time, the aggregate
amount of assets (less applicable accumulated depreciation, depletion and
amortization and other reserves and other properly deductible items) of the
Borrower and its Subsidiaries, minus (a) all current liabilities of the Borrower
and its Subsidiaries (excluding (i) liabilities that by their terms are
extendable or renewable at the option of the obligor to a date more than 12
months after the date of determination and (ii) current maturities of long-term
debt) and (b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other intangible assets of the Borrower and its
Subsidiaries, all as set forth in the most recent consolidated balance sheet of
the Borrower and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.

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

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

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

         "Disclosure Letter" means the letter dated the Initial Effective Date
delivered by the Borrower to the Administrative Agent and designated as the
"Disclosure Letter".
<PAGE>
                                                                               8

         "Distribution Agreement" means the Distribution Agreement dated as of
June 17, 1999, between the Borrower and IMS, as the same may be amended from
time to time in accordance with the terms hereof.

         "Dividend" means a one-time dividend in the approximate aggregate
amount of $125 million paid by the Borrower to the holders of Common Stock as
part of the Recapitalization.

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

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

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

         "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

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

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.
<PAGE>
                                                                               9

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

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

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

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located; (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above; and (c) in the case of
a Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.17(b)), any withholding tax that (i) is in effect and would
apply to amounts payable to such Foreign Lender at the time such Foreign Lender
becomes
<PAGE>
                                                                              10

a party to this Agreement (or designates a new lending office), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.15(a), or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.15(e).

         "Existing Letter of Credit" means the letter of credit in a face amount
of $280,539 issued by the Issuing Bank on or about June 23, 2000 for the benefit
of Elberon Development Co.

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

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

         "Financial Officer" means the chief financial officer, chief financial
officer-North American, principal accounting officer, treasurer, assistant
treasurer, controller or assistant controller of the Borrower.

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

         "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia.

         "GAAP" means generally accepted accounting principles in the United
States of America.
<PAGE>
                                                                              11

         "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

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

         "Guarantee Agreement" means the Guarantee Agreement, substantially in
the form of Exhibit C, among the Subsidiary Loan Parties and the Administrative
Agent, for the benefit of the Lenders.

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

         "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.
<PAGE>
                                                                              12

         "IFSC" means the wholly-owned Subsidiary to be formed under the laws of
Ireland and used in connection with the Borrower's corporate treasury functions,
including intra-group factoring and lending, cash pooling and netting and
liquidity management.

         "IMS" means IMS Health Incorporated, a Delaware corporation.

         "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding accounts
payable incurred in the ordinary course of business and not more than 60 days
past due), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person
of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party or
applicant in respect of letters of credit and letters of guaranty and (j) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor; provided, that, for the avoidance of doubt, the Share Forward Purchase
Agreements shall not constitute Indebtedness.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnity, Subrogation and Contribution Agreement" means the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit D, among the Borrower, the Subsidiary Loan Parties and the
Administrative Agent, for the benefit of the Lenders.
<PAGE>
                                                                              13

         "Information Memorandum" means the Confidential Information Memorandum
dated June, 1999 relating to the Borrower and the Transactions.

         "Initial Effective Date" means July 16, 1999.

         "Insignificant Subsidiary" means any Subsidiary that is not a
Significant Subsidiary.

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

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

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

         "Issuing Bank" means The Chase Manhattan Bank, in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.08(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term
<PAGE>
                                                                              14

"Issuing Bank" shall include any such Affiliate with respect to Letters of
Credit issued by such Affiliate.

         "LC Disbursement" means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

         "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Lender at any time shall be
its Applicable Percentage of the total LC Exposure at such time.

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

         "Letter of Credit" means any Existing Letter of Credit and any letter
of credit issued pursuant to this Agreement.

         "Leverage Ratio" means, on any date, the ratio of (a) Total Balance
Sheet Indebtedness as of such date to (b) Consolidated EBITDA for the period of
four consecutive fiscal quarters of the Borrower ended on such date (or, if such
date is not the last day of a fiscal quarter, ended on the last day of the
fiscal quarter of the Borrower most recently ended prior to such date).

         "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5 million and for a maturity comparable to such Interest Period are
offered by the principal London office of the entity serving as
<PAGE>
                                                                              15

Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

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

         "Loan Documents" means this Agreement, the Indemnity, Subrogation and
Contribution Agreement, the Pledge Agreement and the Guarantee Agreement
(including any supplements thereto).

         "Loan Parties" means the Borrower and the Subsidiary Loan Parties.

         "Loans" means the revolving loans made by the Lenders to the Borrower
pursuant to this Agreement.

         "Margin Stock" means "Margin Stock" (as defined in Regulation U of the
Board).

         "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects, financial condition or contractual
arrangements of the Borrower and the Subsidiaries taken as a whole, (b) the
ability of any Loan Party to perform any of its obligations under any Loan
Document or (c) the rights of or benefits available to the Lenders under any
Loan Document.

         "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of the Borrower and the Subsidiaries in an aggregate
principal amount exceeding $30 million. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of the Borrower or any
Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.

         "Maturity Date" means July 16, 2004.
<PAGE>
                                                                              16

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

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

         "Net Proceeds" means, with respect to any event, (a) the cash proceeds
received in respect of such event including any cash received in respect of any
noncash proceeds, but only as and when received, net of (b) all reasonable fees
and out-of-pocket expenses paid by the Borrower and the Subsidiaries to third
parties (other than Affiliates, to the extent such fees and expenses are greater
than those that would have been obtained on an arm's-length basis) in connection
with such event.

         "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

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

         "Permitted Acquisitions" means any acquisition of any assets or capital
stock of another Person; provided that (i) the Borrower shall be in pro forma
compliance with the covenants in Sections 6.12, 6.13, 6.14, 6.15 and 6.17 after
giving effect to such acquisition as if such acquisition occurred immediately
prior to the first day of the period of four consecutive fiscal quarters most
recently ended prior to such acquisition and (ii) if such acquisition, when
given pro forma effect as described in clause (i) above, would cause a 10% or
greater decrease in the Borrower's Consolidated EBITDA for the period of four
consecutive fiscal quarters most recently ended prior to such acquisition, the
Required Lenders shall have consented to such acquisition.

         "Permitted Capital Obligations" means Permitted Preferred Stock or
Permitted Subordinated Debt.

         "Permitted Capital Obligations Effective Date" means April 17, 2000.

         "Permitted Encumbrances" means:

<PAGE>
                                                                              17

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

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

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

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

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default under clause (k) of Article VII; and

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

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

         "Permitted Investments" means:

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

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from S&P or from
         Moody's;
<PAGE>
                                                                              18

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within one year from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         (i) any commercial bank organized under the laws of the United States
         of America or any State thereof which has a combined capital and
         surplus and undivided profits of not less than $500 million or (ii) any
         other commercial bank that has a rating of at least AA by S&P or Aa by
         Moody's (or an equivalent rating by Fitch IBCA if neither S&P nor
         Moody's provides such a rating);

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

                  (e) direct obligations of, or obligations the principal and
         interest of which are unconditionally guaranteed by, any State of the
         United States or any foreign state having, at the date of its
         acquisition by the Borrower or a Subsidiary, a rating of at least AA by
         S&P or Aa by Moody's, in each case maturing within one year from the
         date of the acquisition;

                  (f) money market funds organized under the laws of the United
         States or any State thereof that invest solely in the foregoing
         investments; and

                  (g) municipal and corporate auction rate preferred stock with
         reset periods of no longer than 49 days.

         "Permitted Preferred Stock" means preferred stock issued by the
Borrower that (a) does not require any repurchase or redemption (other than
conversion or exchange into Common Stock), whether contingent or not, prior to
the date that is eight months after the Maturity Date and (b) is on terms and
conditions that are reasonably acceptable to the Administrative Agent, and
otherwise is on terms customary in the relevant capital markets for preferred
stock issued by issuers similar to the Borrower.

         "Permitted Subordinated Debt" means subordinated, unsecured
Indebtedness of the Borrower that (a) requires no scheduled cash payments of
principal and no mandatory repurchase or redemption obligations prior to the
date that is eight months after the Maturity Date, (b) does not impose any
financial or other "maintenance" covenants on the Borrower or any of the
Subsidiaries, (c) is not guaranteed
<PAGE>
                                                                              19

by any Subsidiaries and (d) contains customary subordination terms that are
reasonably acceptable to the Administrative Agent, and otherwise is on terms and
conditions customary in the relevant capital markets for subordinated
indebtedness issued by issuers similar to the Borrower.

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

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

         "Pledge Agreement " means the pledge agreement dated the Initial
Effective Date between the Borrower and the Administrative Agent for the benefit
of the Lenders, substantially in the form of Exhibit E.

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

         "Recapitalization " means the recapitalization pursuant to which (a)
the Borrower paid the Dividend, (b) the Common Stock was reclassified into Class
A Common Stock and Class B Common Stock, (c) IMS exchanged all but approximately
7,000,000 shares of Common Stock held by it for an equal number of newly issued
shares of Class B Common Stock and distributed such shares to its stockholders
in a tax-free distribution, (d) the Borrower repurchased approximately 15% of
its outstanding shares of Common Stock pursuant to the Tender Offer and (e) the
Borrower has effected or will effect open market repurchases aggregating
approximately 5% of its shares of Common Stock outstanding as of the Initial
Effective Date.

         "Recapitalization Documents" means the Distribution Agreement and the
Agreement and Plan of Merger dated June 17, 1999 and any other documents entered
into by the Borrower or any Subsidiary in connection with the Recapitalization.
<PAGE>
                                                                              20

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

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

         "Required Lenders" means, at any time, Lenders having Exposures and
unused Commitments representing more than 50% of the sum of the total Exposures
and unused Commitments at such time.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interests in
the Borrower or any Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of any Equity Interests in the Borrower or any Subsidiary or any option, warrant
or other right to acquire any such Equity Interests in the Borrower or any
Subsidiary.

         "Sale-Leaseback Transaction" means any arrangement whereby the Borrower
or a Subsidiary shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred.

         "Second Amendment Effective Date" means the date that this Agreement
was amended and restated pursuant to the Second Amendment and Restatement
Agreement, dated as of July 17, 2000, among the Borrower, the Subsidiary Loan
Parties, the Administrative Agent and the Lenders.

         "Share Forward Purchase Agreements" means those certain letter
agreements entered into on May 8, 1997, between the Borrower and Deutsche Morgan
Grenfell, in respect of the Borrower's Common Stock.

         "Significant Subsidiary" means (a) any Subsidiary that is identified as
significant on Schedule 3.12 to the Disclosure Letter so long as it has not been
designated as insignificant by the Borrower in accordance with Section 5.10 and
(b) such other Subsidiaries as the Borrower may designate as significant to the
Administrative Agent in accordance with Section 5.10; provided that at all times
(i) the book value of the total assets of the Borrower and all
<PAGE>
                                                                              21

Significant Subsidiaries shall exceed 90% of the book value of all assets of the
Borrower and its Subsidiaries and (ii) the total revenue of the Borrower and all
Significant Subsidiaries shall exceed 90% of the total revenue of the Borrower
and its Subsidiaries, in each case for the fiscal year most recently ended.

         "SIV" means SI Venture Fund L.L.C. (which is expected to change its
name to SI Venture Associates L.L.C.), a limited liability company formed under
the laws of Delaware.

         "S&P" means Standard & Poor's Ratings Services.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the entity serving as Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

         "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or
<PAGE>
                                                                              22

more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.

         "Subsidiary" means any subsidiary of the Borrower.

         "Subsidiary Loan Party" means (a) any Significant Subsidiary that is
not a Foreign Subsidiary and (b) any Subsidiary (other than a Foreign
Subsidiary) that directly or indirectly owns any capital stock of any Subsidiary
Loan Party; provided, that "Subsidiary Loan Party" shall not include SIV.

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

         "Tender Offer" means the tender offer pursuant to which the Borrower
purchased up to 15% (plus or minus 2%) of the shares of Common Stock outstanding
as of the Initial Effective Date.

         "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

         "Total Balance Sheet Indebtedness" means, at any date, all Indebtedness
of the Borrower and its Subsidiaries on such date that would be reflected as a
liability on a consolidated balance sheet of the Borrower and its Subsidiaries
prepared as of such date in accordance with GAAP.

         "Total Senior Balance Sheet Indebtedness" means, at any date, Total
Balance Sheet Indebtedness on such date minus the amount of outstanding
Permitted Subordinated Debt that would be reflected on a consolidated balance
sheet of
<PAGE>
                                                                              23

the Borrower prepared in accordance with GAAP as of such date.

         "Transactions" means (a) the Recapitalization and (b) the execution,
delivery and performance by the Borrower and the Subsidiary Loan Parties of the
Loan Documents, the borrowing of Loans, the use of proceeds thereof and the
issuance of Letters of Credit hereunder.

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

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

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

         SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding mascu-
line, feminine and neuter forms. The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation". The word
"will" shall be construed to have the same meaning and effect as the word
"shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof and the
"date hereof" shall be construed to mean the Second Amendment Effective Date,
(d) all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and
<PAGE>
                                                                              24


all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

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

            (b) All pro forma computations required to be made hereunder giving
effect to any acquisition, investment, sale, disposition, merger or similar
event shall reflect on a pro forma basis such event and, to the extent
applicable, the historical earnings and cash flows associated with the assets
acquired or disposed of and any related incurrence or reduction of Indebtedness,
but shall not take into account any projected synergies or similar benefits
expected to be realized as a result of such event.


                                   ARTICLE II

                                   The Credits

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

            SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as
part of a Borrowing consisting of Loans of the same Type made by the Lenders
ratably in accordance with their respective Commitments. The failure of any
Lender to make any Loan required to be made by it
<PAGE>
                                                                              25


shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

            (b) Subject to Section 2.12, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1 million and not less than $5 million. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1 million and not less than $5 million; provided that an
ABR Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.08(e).
Borrowings of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of 10 Eurodollar
Borrowings outstanding.

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

            SECTION 2.03. Requests for Borrowings. To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurodollar Borrowing, not later than 9:00 a.m., New York City
time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on
the Business Day of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
facsimile transmission to the Administrative Agent of a written Borrowing
Request in a form approved by the Administrative Agent and signed by the
Borrower. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.02:
<PAGE>
                                                                              26


            (i) the aggregate amount of such Borrowing;

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

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

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

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

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

            SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon (or 3:00 p.m. in the case of an ABR
Loan), New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request; provided, that ABR Loans made to
finance the reimbursement of an LC Disbursement as provided in Section 2.08(e)
shall be remitted by the Administrative Agent to the Issuing Bank.

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in
<PAGE>
                                                                              27


reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to
but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender's Loan included in such
Borrowing as of the date of such Borrowing.

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

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

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:
<PAGE>
                                                                              28


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

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

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

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

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

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

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

            SECTION 2.06. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date.
<PAGE>
                                                                              29


            (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1 million and not less
than $5 million and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.09, the sum of the Exposures would exceed the total
Commitments.

            (c) [reserved]

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

            SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Loan of such
Lender on the Maturity Date.

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

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent
<PAGE>
                                                                              30


hereunder for the account of the Lenders and each Lender's share thereof.

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

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

            SECTION 2.08. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account or for the account of Subsidiaries, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the Availability Period. In the event of
any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by the Borrower to, or entered into by the Borrower with,
the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or transmit by facsimile (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) to the
Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or
<PAGE>
                                                                              31


identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the Borrower also shall submit a
letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $20,000,000 and (ii) the total
Exposures shall not exceed the total Commitments.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Lender's Applicable Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or
<PAGE>
                                                                              32


termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If (i) the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit and (ii) there is insufficient
cash collateral held pursuant to paragraph (j) of this Section to be applied to
make the portion of such payment not made by the Borrower without leaving the
requirements of such paragraph (j) unsatisfied after making such payment, then
the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 2:00
p.m., New York City time, on (i) the date that the Borrower shall have received
notice of such LC Disbursement, if the Borrower shall have received such notice
prior to 10:00 a.m., New York City time, on such date, or (ii) on the Business
Day immediately following the date that the Borrower receives such notice, if
such notice is received after 10:00 a.m., New York City time; provided that, if
such LC Disbursement is not less than $5,000,000, the Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with Section
2.03 or 2.04 that such payment be financed with an ABR Borrowing in an
equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting ABR
Borrowing. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Borrower in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Lender shall pay to the Administrative Agent its Applicable Percentage of the
payment then due from the Borrower, in the same manner as provided in Section
2.04 with respect to Loans made by such Lender (and Section 2.04 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so
received by it from the Lenders; provided, that the amount required to be funded
by any Lender under this paragraph in respect of such LC Disbursement, together
with the amount of any ABR Loan made by such Lender as contemplated by this
clause (e), shall not exceed such Lender's Applicable Percentage of the amount
by which such LC Disbursement exceeds portion of such LC Disbursement reimbursed
by the Borrower. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that Lenders
have made payments pursuant to this paragraph to reimburse the Issuing Bank,
then to such
<PAGE>
                                                                              33


Lenders and the Issuing Bank as their interests may appear. Any payment made by
a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of ABR Loans as contemplated above) shall
not constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

            (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or wilful misconduct on the part of the
Issuing Bank, the Issuing Bank shall be deemed to have exercised care in each
such determination. In
<PAGE>
                                                                              34


furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
facsimile transmission) of such demand for payment and whether the Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure
to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

            (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.11(c) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank,
except that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

            (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.10(c). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing
<PAGE>
                                                                              35


Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposures representing greater than 50% of
the total LC Exposures) demanding the deposit of cash collateral pursuant to
this paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower
described in clause (h) or (i) of Article VII. Each such deposit shall be held
by the Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower's risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement. If the Borrower is
required
<PAGE>
                                                                              36


to provide an amount of cash collateral hereunder as a result of the occurrence
of an Event of Default, such amount (to the extent not applied as aforesaid)
shall be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived.

            SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of this Section and Section 2.14.

            (b) In the event and on such occasion that the sum of the Exposures
exceeds the total Commitments, the Borrower shall prepay Borrowings (or, if no
such Borrowings are outstanding, deposit cash collateral in an account with the
Administrative Agent pursuant to Section 2.08(j)) in an aggregate amount equal
to such excess.

            (c) [intentionally omitted]

            (d) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (e) of this Section.

            (e) The Borrower shall notify the Administrative Agent by telephone
(confirmed by facsimile transmission) of any prepayment hereunder (i) in the
case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment or (ii) in the
case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
time, one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of optional prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section
2.06, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.06(d). Promptly following
receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in Section 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied ratably to the
<PAGE>
                                                                              37


Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.11.

            (f) [intentionally omitted].

            SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Rate on the average daily unused amount of each
Commitment of such Lender during the period from and including the date hereof
to but excluding the date on which such Commitment terminates. Accrued
commitment fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the Initial
Effective Date. All commitment fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). For purposes of computing commitment
fees, a Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Loans and LC Exposure of such Lender.

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

            (c) The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Loans on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Second Amendment
Effective Date to but excluding the later of the date on which such Lender's
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate of 0.25% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Second Amendment Effective Date to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure, as well as the Issuing Bank's
standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees
and fronting fees accrued through and
<PAGE>
                                                                              38


including the last day of March, June, September and December of each year shall
be payable on the third Business Day following such last day, commencing on the
first such date to occur after the Second Amendment Effective Date; provided
that all such fees shall be payable on the date on which the Commitments
terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand. All
participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

            (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees, to the Lenders entitled thereto. Fees paid shall not be
refundable under any circumstances.

            SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

            (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

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

            (d) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and upon termination of the
Commitments; provided that (i) interest accrued pursuant to paragraph (c) of
this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end
of the Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment
<PAGE>
                                                                              39


and (iii) in the event of any conversion of any Eurodollar Loan prior to the end
of the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.

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

            SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

            (a) the Administrative Agent determines (which determination shall
      be prima facie evidence absent demonstrative error) that adequate and
      reasonable means do not exist for ascertaining the Adjusted LIBO Rate for
      such Interest Period; or

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

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

            SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets




<PAGE>
                                                                              40

      of, deposits with or for the account of, or credit extended by, any Lender
      (except any such reserve requirement to the extent reflected in the
      Adjusted LIBO Rate) or the Issuing Bank; or

            (ii) impose on any Lender or the Issuing Bank or the London
      interbank market any other condition affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then
within 10 Business Days after demand the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank for such additional costs incurred or
reduction suffered.

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

            (c) A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Borrower and shall be prima facie
evidence absent demonstrative error. The
<PAGE>
                                                                              41


Borrower shall pay such Lender or the Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 10 Business Days after
receipt thereof.

            (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the Issuing Bank
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's or the Issuing Bank's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

            SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.09(f) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.17, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to equal an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and
<PAGE>
                                                                              42


period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower within 180 days of
the event giving rise to such loss, cost or expense and shall be prima facie
evidence absent demonstrative error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within 10 Business Days after
receipt thereof.

            SECTION 2.15. Taxes. (a) Any and all payments by or on account of
any obligation of the Borrower hereunder or under any other Loan Document shall
be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, the Issuing Bank or the applicable Lender (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law and (iv) the Borrower shall have the
right to contest any such Taxes and/or receive any refunds paid or payable with
respect to the same.

            (b) In addition, but without duplication of clause (a), the Borrower
shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.

            (c) The Borrower shall indemnify and reimburse the Administrative
Agent, each Lender and the Issuing Bank within 10 Business Days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent, such Lender or the Issuing Bank, as the case
may be, on or with respect to any payment by or on account of any obligation of
the Borrower hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or the Issuing Bank or by the
Administrative Agent on its own behalf or on behalf of a
<PAGE>
                                                                              43


Lender or the Issuing Bank shall be prima facie evidence absent demonstrative
error.

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

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

            SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.13,
2.14 or 2.15, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 2:00 p.m., New York City time), on the date when
due, in immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.13,
2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The Administrative Agent shall distribute any such payments received by
it for the
<PAGE>
                                                                              44


account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars.

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

            (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC
Disbursements; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest (except to the extent that such purchasing
Lender is ordered by a court of competent jurisdiction to pay interest on such
recovered payment), and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or
<PAGE>
                                                                              45


Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.

            (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the Issuing Bank with
interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(b), 2.08(d), 2.16(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

            SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.13, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
<PAGE>
                                                                              46


amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.13, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent and
the Issuing Bank, which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.13 or payments required to be made pursuant to Section 2.15, such assignment
will result in a material reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.


                                   ARTICLE III

                         Representations and Warranties

            The Borrower represents and warrants to the Lenders that:

            SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the
<PAGE>
                                                                              47


jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and to own and lease its properties as now
owned or leased, and is qualified to do business in, and is in good standing in,
every jurisdiction where such qualification or such good standing is required,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

            SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by the
Borrower and constitutes, and each other Loan Document to which any Loan Party
is to be a party, when executed and delivered by such Loan Party, will
constitute, a legal, valid and binding obligation of the Borrower or such Loan
Party (as the case may be), enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

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

            SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders equity and cash flows (i) as of and
for the fiscal year ended September 30, 1998, reported on by KPMG Peat Marwick
LLP, independent public accountants, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended March 31, 1999, certified by its chief



<PAGE>
                                                                           48

financial officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries as of such dates and for such periods
in accordance with GAAP, subject to year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above.

            (b) The Borrower has heretofore furnished to the Lenders its pro
forma consolidated balance sheet as of March 31, 1999, prepared giving effect to
the Transactions as if the Transactions had occurred on such date. Such pro
forma consolidated balance sheet (i) has been prepared in good faith based on
the same assumptions used to prepare the pro forma financial statements included
in the Information Memorandum (which assumptions are believed by the Borrower to
be reasonable), (ii) is based on the best information available to the Borrower
after due inquiry, (iii) accurately reflects all adjustments necessary to give
effect to the Transactions and (iv) presents fairly, in all material respects,
the pro forma financial position of the Borrower and its consolidated
Subsidiaries as of March 31, 1999 as if the Transactions had occurred on such
date.

            (c) On the date hereof, except as disclosed in the financial
statements referred to above or the notes thereto or in the Information
Memorandum and except for the Disclosed Matters, after giving effect to the
Transactions, none of the Borrower or its Subsidiaries has any material
contingent liabilities, unusual long-term commitments or unrealized losses.

            (d) Since September 30, 1998, there has been no material adverse
change in the business, assets, operations, prospects, financial condition or
contractual arrangements of the Borrower and its Subsidiaries, taken as a whole.

            SECTION 3.05. Properties. (a) Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except for minor defects in
title that do not interfere in any material respect with its ability to conduct
its business as currently conducted or to utilize such properties for their
intended purposes.

            (b) Each of the Borrower and its Subsidiaries owns, or is licensed
or otherwise has rights to use, all trademarks, trade names, copyrights, patents
and other intellectual property material to its business, and, to the Borrower's
knowledge, the use thereof by the Borrower and its Subsidiaries does not
infringe upon the rights of any
<PAGE>
                                                                              49


other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

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

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

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

            SECTION 3.07. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority (including any applicable labor laws or
regulations) applicable to it or its property and all indentures, agreements and
other instruments binding upon it or its property, except where the failure to
do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. No Default has occurred and is continuing.

            SECTION 3.08. Investment and Holding Company Status. Neither the
Borrower nor any of its Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.
<PAGE>
                                                                              50


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

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

            SECTION 3.11. Disclosure. Neither the Information Memorandum nor any
of the other reports, financial statements, certificates or other information
furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

            SECTION 3.12. Subsidiaries. Schedule 3.12 to the Disclosure Letter
sets forth the name of, and the ownership interest of the Borrower and each
other Subsidiary in, each Subsidiary and identifies each Subsidiary that is a
Significant Subsidiary and/or a Subsidiary Loan Party, in each case as of the
Second Amendment Effective Date.

            SECTION 3.13. Insurance. Schedule 3.13 to the Disclosure Letter sets
forth a description of all insurance maintained by or on behalf of the Borrower
and its Subsidiaries as of the Second Amendment Effective Date. As
<PAGE>
                                                                              51


of the Second Amendment Effective Date, all premiums in respect of such
insurance have been paid. The Borrower believes that the insurance maintained by
or on behalf of the Borrower and its Subsidiaries is adequate.


                                   ARTICLE IV

                                   Conditions

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

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

            (b) [intentionally omitted].

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

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

            (e) The Administrative Agent shall have received all fees and other
      amounts due and payable on or prior to the Second Amendment Effective
      Date, including, to the extent invoiced, reimbursement or payment of all
      reasonable out-of-pocket expenses (including fees, charges and
      disbursements of counsel) required to be
<PAGE>
                                                                              52


      reimbursed or paid by any Loan Party hereunder or under any other Loan
      Document.

            (f) The Administrative Agent (or its counsel) shall have received
      from each party thereto a counterpart of the Guarantee Agreement signed on
      behalf of such party.

            (g) All consents and approvals required to be obtained from any
      Governmental Authority or other Person in connection with the
      Recapitalization shall have been obtained (including from the stockholders
      of the Borrower), and all applicable waiting periods and appeal periods
      shall have expired, in each case without the imposition of any materially
      burdensome conditions. The Administrative Agent shall have received copies
      of any Recapitalization Documents signed prior to such date and all
      certificates, opinions and other documents delivered thereunder prior to
      such date, certified by a Financial Officer as complete and correct.

            (h) The Lenders shall have received a pro forma consolidated balance
      sheet of the Borrower as of March 31, 1999, reflecting all pro forma
      adjustments as if the Transactions had been consummated on such date, and
      such pro forma consolidated balance sheet shall be consistent in all
      material respects with the forecasts and other information previously
      provided to the Lenders.

            SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions:

            (a) The representations and warranties of each Loan Party set forth
      in the Loan Documents shall be true and correct in all material respects
      on and as of the date of such Borrowing or the date of issuance,
      amendment, renewal or extension of such Letter of Credit, as applicable,
      except to the extent they expressly relate to an earlier date, in which
      case as of such earlier date.

            (b) At the time of and immediately after giving effect to such
      Borrowing or the issuance, amendment, renewal or extension of such Letter
      of Credit, as applicable no Default shall have occurred and be continuing.
<PAGE>
                                                                              53


Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.


                                    ARTICLE V

                              Affirmative Covenants

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

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

            (a) within 90 days after the end of each fiscal year of the
      Borrower, its audited consolidated balance sheet and related statements of
      operations, stockholders' equity and cash flows as of the end of and for
      such year, setting forth in each case in comparative form the figures as
      of the end of and for the previous fiscal year, all reported on by KPMG
      Peat Marwick LLP or other independent public accountants of recognized
      national standing (without a "going concern" or like qualification or
      exception and without any qualification or exception as to the scope of
      such audit) to the effect that such consolidated financial statements
      present fairly in all material respects the financial condition and
      results of operations of the Borrower and its consolidated Subsidiaries on
      a consolidated basis in accordance with GAAP consistently applied;

            (b) within 45 days after the end of each of the first three fiscal
      quarters of each fiscal year of the Borrower, its consolidated balance
      sheet and related statements of operations, stockholders' equity and cash
      flows as of the end of and for such fiscal quarter and the then elapsed
      portion of the fiscal year, setting forth in each case in comparative form
      the figures for the corresponding period or periods of (or, in the case of
      the balance sheet, as of the end of) the previous fiscal year, all
      certified by one of its Financial Officers as presenting fairly in all
      material respects
<PAGE>
                                                                              54


      the financial condition and results of operations of the Borrower and its
      consolidated Subsidiaries on a consolidated basis in accordance with GAAP
      consistently applied, subject to normal year-end audit adjustments and the
      absence of footnotes;

            (c) concurrently with any delivery of financial statements under
      clause (a) or (b) above, a certificate of a Financial Officer (i)
      certifying as to whether a Default has occurred and, if a Default has
      occurred, specifying the details thereof and any action taken or proposed
      to be taken with respect thereto, (ii) setting forth reasonably detailed
      calculations demonstrating compliance with Sections 6.12, 6.13, 6.14, 6.15
      and 6.17 and (iii) stating whether any change in GAAP or in the
      application thereof has occurred since the date of the Borrower's audited
      financial statements referred to in Section 3.04 and, if any such change
      has occurred, specifying the effect of such change on the financial
      statements accompanying such certificate;

            (d) concurrently with any delivery of financial statements under
      clause (a) above, a certificate of the accounting firm that reported on
      such financial statements stating whether they obtained knowledge during
      the course of their examination of such financial statements of any
      Default (which certificate may be limited to the extent required by
      accounting rules or guidelines);

            (e) promptly after the same become publicly available, copies of all
      periodic and other reports, proxy statements and other materials filed by
      the Borrower or any Subsidiary with the Securities and Exchange
      Commission, or any Governmental Authority succeeding to any or all of the
      functions of said Commission, or with any national securities exchange;
      and

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

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

            (a) the occurrence of any Default;
<PAGE>
                                                                              55


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

            (c) any other development that results in, or could reasonably be
      expected to result in, a Material Adverse Effect.

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

            SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03.

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

            SECTION 5.05. Maintenance of Properties. The Borrower will, and will
cause each of its Subsidiaries to, keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear
and tear and obsolescence excepted.

            SECTION 5.06. Insurance. The Borrower will, and will cause each of
its Subsidiaries to, maintain, with financially sound and reputable insurance
companies insurance in such amounts (with no greater risk retention) and against
such risks as are customarily maintained by companies of established repute
engaged in the same or
<PAGE>
                                                                              56


similar businesses operating in the same or similar locations. The Borrower will
furnish to the Lenders, upon request of the Administrative Agent, information in
reasonable detail as to the insurance so maintained.

            SECTION 5.07. Books and Records; Inspection and Audit Rights. The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, without material disruption of the Borrower's business,
to visit and inspect its properties, to examine and make extracts from its books
and records, and to discuss its affairs, finances and condition with its
officers and independent accountants, all at such reasonable times and as often
as reasonably requested, in each case subject to the Lenders' confidentiality
obligations under Section 9.12.

            SECTION 5.08. Compliance with Laws. The Borrower will, and will
cause each of its Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

            SECTION 5.09. Use of Proceeds and Letters of Credit. (a) The
proceeds of the Loans will be used by the Borrower only (i) to finance
repurchases of common stock pursuant to the Tender Offer or on the open market
and (ii) for general corporate purposes of the Borrower and its Subsidiaries
(including to refinance Indebtedness outstanding hereunder prior to the Second
Amendment Effective Date). Letters of Credit will be issued for general
corporate purposes of the Borrower and its Subsidiaries.

            (b) No part of the proceeds of any Loan and no Letter of Credit will
be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations U and X.

            SECTION 5.10. Additional Subsidiaries; Significant Subsidiaries. The
Borrower may from time to time, but no more than once each fiscal year, by
written notice to the Administrative Agent designate Subsidiaries as
"Significant Subsidiaries" or "Insignificant Subsidiaries",
<PAGE>
                                                                              57


and the Borrower shall make such designation as necessary to comply with the
requirements of the definition of "Significant Subsidiary". If any additional
Subsidiary is formed or acquired or becomes a Subsidiary after the date hereof,
the Borrower shall, within thirty days after such Subsidiary is formed or
acquired or becomes a Subsidiary, notify the Administrative Agent thereof and
designate such Subsidiary as a "Significant Subsidiary" or an "Insignificant
Subsidiary". The Borrower may designate Subsidiaries as "Significant
Subsidiaries" or "Insignificant Subsidiaries" if such designation is necessary
to cure a default described in clause (m) of Article VII, provided that the
Required Lenders have determined that the newly-designated "Significant
Subsidiaries" are comparable in all material respects to the newly-designated
"Insignificant Subsidiaries." At the time of any designation pursuant to any of
the preceding three sentences, the Borrower shall (a) provide to the
Administrative Agent a certificate of a Financial Officer (i) if any Subsidiary
is being designated as "Insignificant," stating that no Default has occurred and
is continuing after giving effect to such designation and (ii) setting forth
reasonably detailed calculations demonstrating compliance with the requirements
of the definition of "Significant Subsidiary" immediately after such designation
on a pro forma basis as if such designation had occurred immediately prior to
the first day of the fiscal year most recently ended and (b) cause any
Subsidiary that is being designated as a "Significant Subsidiary" and is not a
Foreign Subsidiary to become a party to the Guarantee Agreement. Section 19 of
the Guarantee Agreement shall apply to designations made pursuant to this
Section.

            SECTION 5.11. Federal Reserve Regulations. The Borrower will, and
will cause each Subsidiary to, ensure that at no time will Margin Stock comprise
25% or more of the assets that are (or would but for the exclusions in Sections
6.02(e) and 6.05(d) be) subject to the restrictions of Section 6.02 or Section
6.05.


                                   ARTICLE VI

                               Negative Covenants

            Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full and all Letters of Credit have expired or terminated and all LC
Disbursements
<PAGE>
                                                                              58


shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that:

            SECTION 6.01. Indebtedness. The Borrower will not, and will not
permit any Subsidiary Loan Party to, create, incur, assume or permit to exist
any Indebtedness, except:

            (a) Indebtedness created under the Loan Documents and Permitted
      Subordinated Debt;

            (b) Indebtedness existing on the date hereof and set forth in
      Schedule 6.01 to the Disclosure Letter and extensions, renewals and
      replacements of any such Indebtedness that do not increase the outstanding
      principal amount thereof or result in an earlier maturity date or
      decreased weighted average life thereof;

            (c) Indebtedness of the Borrower to any Subsidiary and of any
      Subsidiary to the Borrower or any other Subsidiary; provided that
      Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or
      any Subsidiary Loan Party shall be subject to Section 6.04;

            (d) Guarantees by the Borrower of Indebtedness of any Subsidiary and
      by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;
      provided that Guarantees by the Borrower or any Subsidiary Loan Party of
      Indebtedness of any Subsidiary that is not a Loan Party shall be subject
      to Section 6.04;

            (e) any Indebtedness of a Subsidiary, secured Indebtedness of the
      Borrower, or Capital Lease Obligation of the Borrower; provided that the
      sum, without duplication, of (i) the aggregate principal amount of
      Indebtedness permitted by this clause (e) and (ii) the Attributable Debt
      permitted by Section 6.06(b), shall not exceed at any time outstanding the
      greater of (i) $25 million and (ii) 12.5% of Consolidated EBITDA for the
      period of four consecutive fiscal quarters most recently ended on or prior
      to such time;

            (f) Indebtedness of the Borrower or any Subsidiary in respect of (i)
      standby or performance letters of credit; provided that the aggregate
      amount of Indebtedness permitted by this clause (i) shall not at any time
      exceed the greater of (A) $10 million and (B) 5% of Consolidated EBITDA
      for the period of four
<PAGE>
                                                                              59


      consecutive fiscal quarters most recently ended on or prior to such time;
      and (ii) trade letters of credit;

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

            (h) other unsecured Indebtedness in an aggregate principal amount
      not exceeding at any time outstanding the greater of (i) $100 million and
      (ii) 50% of Consolidated EBITDA for the period of four consecutive fiscal
      quarters most recently ended on or prior to such time.

            SECTION 6.02. Liens. The Borrower will not, and will not permit any
Subsidiary Loan Party to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

            (a) Permitted Encumbrances;

            (b) any Lien on any property or asset of the Borrower or any
      Subsidiary existing on the date hereof and set forth in Schedule 6.02 to
      the Disclosure Letter; provided that (i) such Lien shall not apply to any
      other property or asset of the Borrower or any Subsidiary and (ii) such
      Lien shall secure only those obligations which it secures on the date
      hereof;

            (c) any Lien existing on any property or asset prior to the
      acquisition thereof by the Borrower or any Subsidiary or existing on any
      property or asset of any Person that becomes a Subsidiary after the date
      hereof prior to the time such Person becomes a Subsidiary; provided that
      (i) such Lien is not created in contemplation of or in connection with
      such acquisition or such Person becoming a Subsidiary, as the case may be,
      (ii) such Lien shall not apply to any other property or assets of the
      Borrower or any Subsidiary and (iii) such Lien shall secure only those
      obligations which it secures on the date of such acquisition or the date
      such Person becomes a Subsidiary, as the case may be, and extensions,
      renewals and replacements thereof that do not increase the outstanding
      principal amount thereof;
<PAGE>
                                                                              60


            (d) Liens securing Indebtedness permitted by Section 6.01(e);
      provided that the fair market value of the property and assets subject to
      such Liens does not exceed the principal amount of such Indebtedness by
      more than 25%;

            (e) Liens on any Margin Stock held by the Borrower or any Subsidiary
      to the extent that such Margin Stock would otherwise comprise 25% or more
      of the property and assets subject to this Section 6.02; and

            (f) any Lien renewing, extending or refunding any Lien permitted by
      Section 6.02(b), provided that the principal amount secured is not
      increased and the Lien is not extended to other property.

            SECTION 6.03. Fundamental Changes. (a) The Borrower will not, nor
will it permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (i) any
Person may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (ii) any Person may merge into any Subsidiary and any
Subsidiary may merge into any Person in a transaction in which the surviving
entity is or becomes a Subsidiary and (if any party to such merger is a
Subsidiary Loan Party) is or becomes a Subsidiary Loan Party and (iii) any
Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the
Lenders; provided that any such merger involving a Person that is not a wholly
owned Subsidiary immediately prior to such merger shall not be permitted unless
also permitted by Section 6.04; provided further, that prior to consummating any
merger pursuant to clause (i) or (ii) of this Section 6.03, the Borrower will
deliver to the Administrative Agent a certificate of a Financial Officer
demonstrating compliance immediately following such merger, on a pro forma basis
giving effect to such merger, with Sections 6.12, 6.13, 6.14, 6.15 and 6.17.

            (b) The Borrower and its Subsidiaries, collectively, will not engage
to any material extent in any business other than businesses of the type
conducted by the Borrower and its Subsidiaries on the date hereof and businesses
reasonably related or incidental thereto.
<PAGE>
                                                                              61


            SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any Equity
Interests in or evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit, except:

            (a) Permitted Investments;

            (b) investments existing on the date hereof and set forth on
      Schedule 6.04 to the Disclosure Letter;

            (c) investments by the Borrower and its Subsidiaries in
      Subsidiaries; provided that the aggregate amount of investments by Loan
      Parties in, and loans and advances by Loan Parties to, and Guarantees by
      Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties
      (excluding all such investments, loans, advances and Guarantees otherwise
      permitted pursuant to this Section 6.04) shall not at any time outstanding
      exceed the greater of (i) $100 million and (ii) 37.5% of Consolidated
      EBITDA for the period of four consecutive fiscal quarters most recently
      ended on or prior to such time;

            (d) loans or advances made by the Borrower to any Subsidiary and
      made by any Subsidiary to the Borrower or any other Subsidiary; provided
      that any such loans or advances from Loan Parties to Subsidiaries that are
      not Loan Parties are represented by promissory notes that are pledged to
      the Administrative Agent for the benefit of the Lenders pursuant to the
      Pledge Agreement;

            (e) Guarantees constituting Indebtedness permitted by Section 6.01;
      provided that the aggregate principal amount of Indebtedness of
      Subsidiaries that are not Loan Parties that is Guaranteed by any Loan
      Party shall be subject to the limitation set forth in clause (c) above;

            (f) Permitted Acquisitions;
<PAGE>
                                                                              62


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

            (h) investments by the IFSC and investments by the Borrower and its
      Subsidiaries in the IFSC; provided that such investments in the IFSC do
      not in the aggregate exceed $100 million;

            (i) investments by SIV and investments by the Borrower and its
      Subsidiaries in SIV, to the extent that such investments in SIV do not
      exceed (i) $30 million in the aggregate made at any time pursuant to
      approvals of the Borrower's Board of Directors on or prior to the Initial
      Effective Date or (ii) $15 million made in any fiscal year of the Borrower
      that ends after the Initial Effective Date; and

            (j) investments not described in clauses (a) through (i) above;
      provided that the aggregate amount of such investments does not at any
      time outstanding exceed the greater of (i) $15 million and (ii) 7.5% of
      Consolidated EBITDA for the period of four consecutive fiscal quarters
      most recently ended on or prior to such time.

            SECTION 6.05. Asset Sales. The Borrower will not, and will not
permit any Subsidiary Loan Party to, sell, transfer, lease or otherwise dispose
of any asset, including any Equity Interest owned by it, nor will the Borrower
permit any of its Subsidiaries to issue any additional Equity Interest in such
Subsidiary (other than to the Borrower or another Subsidiary), except:

            (a) sales of inventory, used or surplus equipment
      and Permitted Investments in the ordinary course of
      business;

            (b) sales, transfers and dispositions to the Borrower or a
      Subsidiary; provided that any such sales, transfers or dispositions
      involving a Subsidiary that is not a Loan Party shall be made in
      compliance with Section 6.09;

            (c) sales, transfers and other dispositions of assets (other than
      Equity Interests in a Subsidiary Loan Party) that are not permitted by any
      other clause of this Section; provided that the aggregate book value of
      all assets sold, transferred or otherwise disposed
<PAGE>
                                                                              63


      of on or after the Second Amendment Effective Date in reliance upon this
      clause (c) shall not, at the time of such sale, transfer or other
      disposition, exceed the greater of (i) 10% of Consolidated Net Tangible
      Assets and (ii) $50 million; and

            (d) sales, transfers or other dispositions of any Margin Stock held
      by the Borrower or any Subsidiary to the extent such Margin Stock would
      otherwise comprise 25% or more of the property and assets subject to this
      Section 6.05.

            SECTION 6.06. Sale and Leaseback Transactions. The Borrower will
not, and will not permit any Subsidiary to, enter into any Sale-Leaseback
Transaction except:

            (a) Sale-Leaseback Transactions to which the Borrower or any
      Subsidiary is a party as of the date hereof; and

            (b) other Sale-Leaseback Transactions; provided that the sum,
      without duplication, of (i) the Indebtedness permitted by Section 6.01(e)
      and (ii) the aggregate Attributable Debt in respect of Sale-Leaseback
      Transactions permitted by this clause (b), does not at any time
      outstanding exceed the greater of (i) $25 million and (ii) 12.5% of
      Consolidated EBITDA for the period of four consecutive fiscal quarters
      most recently ended on or prior to such time.

            SECTION 6.07. Hedging Agreements. The Borrower will not, and will
not permit any Subsidiary Loan Party to, enter into any Hedging Agreement, other
than Hedging Agreements entered into in the ordinary course of business to hedge
or mitigate risks to which the Borrower or any Subsidiary is exposed in the
conduct of its business or the management of its liabilities, including Hedging
Agreements entered into in connection with this Agreement.

            SECTION 6.08. Restricted Payments. The Borrower will not, nor will
it permit any Subsidiary Loan Party to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except, so long as no Default has occurred
and is continuing or would occur as a result thereof, (i) the Borrower may
declare and pay dividends with respect to its capital stock payable solely in
additional shares of Common Stock, (ii) Subsidiaries may declare and pay
dividends ratably with respect to their capital stock, (iii) the Borrower may
make Restricted
<PAGE>
                                                                              64


Payments pursuant to and in accordance with stock option plans or other benefit
plans for management or employees of the Borrower and its Subsidiaries, (iv) the
Borrower may pay the Dividend, (v) the Borrower may repurchase shares of Common
Stock pursuant to the Tender Offer, (vi) the Borrower may effect open market
purchases of up to approximately 5% (as the same may increase or decrease based
on the number of shares acquired in the Tender Offer) of its shares of Common
Stock outstanding on the Initial Effective Date, and (vii) the Borrower may make
other Restricted Payments so long as the aggregate amount of Restricted Payments
made pursuant to this clause (vii) after the Initial Effective Date does not
exceed $50 million; (viii) the Borrower may make Restricted Payments made
pursuant to the Share Forward Purchase Agreements; (ix) the Borrower may make
any other cash Restricted Payment, provided that, in the case of this clause
(ix), on a pro forma basis after giving effect to such Restricted Payment, the
Borrower's Leverage Ratio is less than 1.50 to 1.00; and (x) the Borrower may
pay cash dividends to holders of Permitted Preferred Stock; provided that, after
giving effect to any such dividend on a pro forma basis as if such dividend had
been made on the last day of the fiscal quarter most recently ended on or prior
to the date of such dividend, the Borrower would be in compliance with Sections
6.12, 6.13 and 6.17.

            SECTION 6.09. Transactions with Affiliates. The Borrower will not,
nor will it permit any Subsidiary to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions in the ordinary course of business that are
at prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among the Borrower and the Subsidiary Loan
Parties not involving any other Affiliate, (c) any Restricted Payments permitted
by Section 6.08 and (d) the Recapitalization.

            SECTION 6.10. Restrictive Agreements. The Borrower will not, nor
will it permit any Subsidiary Loan Party to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or any
Subsidiary to create, incur or permit to exist any Lien upon any of its property
or assets, or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or
repay loans or advances to the Borrower or any other Subsidiary or to Guarantee
<PAGE>
                                                                              65


Indebtedness of the Borrower or any other Subsidiary; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
any Loan Document, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.10 to the
Disclosure Letter (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or
condition), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary or
assets pending such sale, provided such restrictions and conditions apply only
to the Subsidiary or assets that are to be sold and such sale is permitted
hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness and (v) clause (a) of the foregoing shall
not apply to customary provisions in leases and other contracts restricting the
assignment thereof.

            SECTION 6.11. Amendment of Material Documents. The Borrower will
not, nor will it permit any Subsidiary to, make or agree to any material change
in the terms of the Recapitalization from those described to the Lenders prior
to the date hereof in any manner that is adverse in any significant respect to
the Lenders.

            SECTION 6.12. Interest Expense Coverage Ratio. The Borrower will not
permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest
Expense, in each case for any period of four consecutive fiscal quarters, to be
less than (i) 3.50 to 1.00, for the periods of four consecutive fiscal quarters
ending March 31, 2000, June 30, 2000 and September 30, 2000, respectively, and
(ii) 4.50 to 1.00, for all subsequent periods.

            SECTION 6.13. Total Balance Sheet Indebtedness to EBITDA. The
Borrower will not permit the ratio of (a) Total Balance Sheet Indebtedness as of
the last day of any fiscal quarter to (b) Consolidated EBITDA for the period of
four consecutive fiscal quarters ending with such fiscal quarter, to exceed 4.00
to 1.00.

            SECTION 6.14. Annualized Contract Value to Total Balance Sheet
Indebtedness. The Borrower will not permit the ratio of (a) Annualized Contract
Value as of the last day of any fiscal quarter to (b) Consolidated Funded Debt
as of the last day of such fiscal quarter, to be less than 1.25 to 1.00.
<PAGE>
                                                                              66


            SECTION 6.15. Minimum Annualized Contract Value. The Borrower will
not permit Annualized Contract Value as of the last day of any fiscal quarter to
be less than $350 million.

            SECTION 6.16. Certain Indemnity Obligations. The Borrower will not,
nor will it permit any Subsidiary to, take any action, or omit to take any
action, that could reasonably be expected to result in the Borrower or any
Subsidiary being liable for any indemnity or reimbursement obligation under any
Recapitalization Document, including any indemnity or reimbursement obligation
under Section II.7 of the Distribution Agreement, except for, on any date, (a)
indemnity or reimbursement obligations that do not in the aggregate exceed $150
million or (b) indemnity or reimbursement obligations that would not in the
aggregate result in the ratio of (i) the sum of (A) Total Balance Sheet
Indebtedness as of the last day of the fiscal quarter most recently ended on or
prior to such date plus (B) the amount of such indemnity or reimbursement
obligations to (ii) Consolidated EBITDA for the period of four consecutive
fiscal quarters most recently ended on or prior to such date, exceeding 2.00 to
1.00.

            SECTION 6.17. Total Senior Balance Sheet Indebtedness to EBITDA. On
or after the Permitted Capital Obligations Effective Date, the Borrower will not
permit the ratio of (a) Total Senior Balance Sheet Indebtedness as of the last
day of any fiscal quarter to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters ending with such fiscal quarter, to exceed 2.00 to
1.00.

            SECTION 6.18. Other Indebtedness and Agreements. The Borrower will
not, nor will it permit any Subsidiary to, make any distribution, whether in
cash, property, securities or a combination thereof, other than regular
scheduled payments as and when due, in respect of, or pay, or offer or commit to
pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire
for consideration, or set apart any sum for the aforesaid purposes, any
Permitted Subordinated Debt, in each case except for any conversion of Permitted
Subordinated Debt into Common Stock or Permitted Preferred Stock.

<PAGE>
                                                                              67

                                   ARTICLE VII

                                Events of Default

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

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

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

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Borrower or any Subsidiary in any Loan Document or any
         amendment or modification thereof or waiver thereunder, or in any
         report, certificate, financial statement or other document furnished
         pursuant to or in connection with any Loan Document or any amendment or
         modification thereof or waiver thereunder, shall prove to have been
         incorrect in any material respect when made or deemed made or
         furnished;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.03 (with
         respect to the existence of the Borrower) or 5.09(a) or in Article VI;

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

                  (f) the Borrower or any Subsidiary shall fail to make any
         payment (whether of principal or interest and regardless of amount) in
         respect of any Material Indebtedness, when and as the same shall become
         due and payable;
<PAGE>
                                                                              68


                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (with or without the giving of notice, the lapse of
         time or both) the holder or holders of any Material Indebtedness or any
         trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity;
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

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

                  (i) the Borrower or any Significant Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Significant
         Subsidiary or for a substantial part of its assets, (iv) file an answer
         admitting the material allegations of a petition filed against it in
         any such proceeding, (v) make a general assignment for the benefit of
         creditors or (vi) take any action for the purpose of effecting any of
         the foregoing;
<PAGE>
                                                                              69


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

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $30 million shall be rendered against the
         Borrower, any Subsidiary or any combination thereof and the same shall
         remain undischarged for a period of 60 consecutive days during which
         execution shall not be effectively stayed, or any action shall be
         legally taken by a judgment creditor to attach or levy upon any assets
         of the Borrower or any Subsidiary to enforce any such judgment;

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

                  (m) the guarantee of any Subsidiary Loan Party under the
         Guarantee Agreement shall not be (or shall be claimed by the Borrower
         or any Subsidiary Loan Party not to be) valid or in full force and
         effect, and such failure to be valid or in full force and effect shall
         not have been cured by the Borrower in accordance with the third
         sentence of Section 5.10; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then
<PAGE>
                                                                              70

outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in case of any event with
respect to the Borrower described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.


                                  ARTICLE VIII

                            The Administrative Agent

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto.

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

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing
by the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02), and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent
or any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be
<PAGE>
                                                                              71


necessary under the circumstances as provided in Section 9.02) or in the absence
of its own gross negligence or wilful misconduct. The Administrative Agent shall
not be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.

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

                  The Administrative Agent may perform any and all of its duties
and exercise its rights and powers by or through any one or more subagents
appointed by the Administrative Agent. The Administrative Agent and any such
subagent may perform any and all of its duties and exercise its rights and
powers through their respective Related Parties. The exculpatory provisions of
the preceding paragraphs shall apply to any such subagent and to the Related
Parties of the Administrative Agent and any such subagent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.
<PAGE>
                                                                              72


                  Subject to the appointment and acceptance of a successor to
the Administrative Agent as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the Lenders, the Issuing Bank and the
Borrower. Upon any such resignation, the Required Lenders shall have the right,
with the prior approval of the Borrower (which shall not be unreasonably
withheld), to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York and a minimum capital surplus of $100 million, or
an Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its subagents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.
<PAGE>
                                                                              73


                                   ARTICLE IX

                                  Miscellaneous
<PAGE>
                                                                              74


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

                  (a) if to the Borrower, to it at 56 Top Gallant
         Road, Stamford, CT 06902, Attention of Chief Financial
         Officer (Facsimile No. (203) 316-6488) with copies to
         the Borrower's Treasurer at the same address and
         facsimile number and to the Borrower's Legal Department
         (Facsimile No. (203) 316-6525) at the same address;

                  (b) if to the Administrative Agent or to the
         Issuing Bank, to The Chase Manhattan Bank, Loan and
         Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York 10081, Attention of Ms. Mahin
         Gandomi (Facsimile No. (212) 552-5650), with a copy to
         The Chase Manhattan Bank,  999 Broad Street,
         Bridgeport, CT 06604, Attention of Mr. David Short
         (Facsimile No. (203) 382-6314); and

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

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

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section,
<PAGE>
                                                                              75


and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or the LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the maturity of any Loan, or the required date
of reimbursement of any LC Disbursement, or any date for the payment of any
interest or fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, (iv) change Section
2.16(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) change any of
the provisions of this Section or the percentage set forth in the definition of
"Required Lenders" or any other provision of any Loan Document specifying the
number or percentage of Lenders required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender, (vi) release any Subsidiary Loan Party from,
or limit or condition its obligations under, the Guarantee Agreement (except as
expressly provided in the Guarantee Agreement or in Section 5.10), in each case
without the written consent of each Lender or (vii) amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the Issuing Bank
without the prior written consent of the Administrative Agent or the Issuing
Bank, as the case may be. Notwithstanding the foregoing, any provision of this
Agreement may be amended by an agreement in writing entered into by the
Borrower, the Required Lenders and the Administrative Agent (and, if its rights
or obligations are affected thereby, the Issuing Bank) if (i) by the terms of
<PAGE>
                                                                              76


such agreement the Commitment of each Lender not consenting to the amendment
provided for therein shall terminate upon the effectiveness of such amendment
and (ii) at the time such amendment becomes effective, each Lender not
consenting thereto receives payment in full of the principal of and interest
accrued on each Loan made by it and all other amounts owing to it or accrued for
its account under this Agreement.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of the Loan Documents or any amendments, modifications or
waivers of the provisions thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank or any Lender, including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with the Loan Documents, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out- of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.

                  (b) The Borrower shall indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or
delivery of any Loan Document or any other agreement or instrument contemplated
hereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing
<PAGE>
                                                                              77


Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property currently or formerly owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses resulted from
the gross negligence or wilful misconduct of such Indemnitee.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent or the Issuing Bank under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent or the Issuing Bank, as the case may be, such Lender's pro
rata share (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent or the Issuing Bank in its capacity as such. For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the sum of the total Exposures and unused Commitments at the time.

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

                  (e) All amounts due under this Section shall be payable within
10 Business Days after written demand therefor.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any
<PAGE>
                                                                              78


Affiliate of the Issuing Bank that issues any Letter of Credit), except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower, the Issuing Bank and the Administrative Agent must give
their prior written consent to such assignment (which consent shall not be
unreasonably withheld), (ii) except in the case of an assignment to a Lender or
an Affiliate of a Lender or an assignment of the entire remaining amount of the
assigning Lender's Commitment or Loans, the amount of the Commitment or Loans of
the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $5 million unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement, (iv) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and provided further that
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (h) or (i) of Article VII has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender
<PAGE>
                                                                              79


thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.13,
2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

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

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

                  (e) Any Lender may, without the consent of the Borrower, the
Issuing Bank or the Administrative Agent sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans owing to it);
<PAGE>
                                                                              80


provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.13,
2.14 and 2.15 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.16(c) as though it were a Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.15(e) as though it were a Lender.

                  (g) Any Lender may at any time pledge or assign, or grant a
security interest in, all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment or grant of a security interest; provided that no such
pledge or assignment or grant of a security interest shall release a Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.
<PAGE>
                                                                              81


                  (h) Notwithstanding anything to the contrary contained herein,
any Bank (a "Granting Bank") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Bank to
the Administrative Agent and the Borrower, the option to provide to the Borrower
all or any part of any Loan that such Granting Bank would otherwise be obligated
to make to the Borrower pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan and (ii) if a
SPC elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Bank shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by a SPC hereunder shall
utilize the Commitment of the Granting Bank to the same extent, and as if, such
Loan were made by such Granting Bank. Each party hereto hereby agrees that no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Bank). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof. In addition, notwithstanding
anything to the contrary contained in this Section 9.04(h), any SPC may (i) with
notice to, but without the prior written consent of, the Borrower and the
Administrative agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Bank or to any
financial institutions (consented to by the Borrower and Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC. This section may not be amended without the
written consent of the SPC.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of
<PAGE>
                                                                              82


any Letters of Credit, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

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

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
<PAGE>
                                                                              83


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

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

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

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in
<PAGE>
                                                                              84


paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


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

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

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

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors on a need to know basis
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing
<PAGE>
                                                                              85


provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
from a source other than the Borrower, if the Administrative Agent, the Issuing
Bank or such Lender has no actual knowledge that the provider of such
information was under a confidentiality obligation. For the purposes of this
Section, "Information" means all information received from the Borrower relating
to the Borrower or its business, other than any such information that is
available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the Initial Effective Date,
such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.
<PAGE>
                                                                              86


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

                                           GARTNER GROUP, INC.,

                                             by _______________________________
                                                Name:
                                                Title:


                                           THE CHASE MANHATTAN BANK,
                                           individually and as
                                           Administrative Agent,

                                             by _______________________________
                                                Name:
                                                Title:


                                           CREDIT SUISSE FIRST BOSTON,
                                           individually and as
                                           Syndication Agent,

                                             by _______________________________
                                                Name:
                                                Title:


                                             by _______________________________
                                                Name:
                                                Title:


                                           FLEET NATIONAL BANK,
                                           individually and as
                                           Documentation Agent,


                                             by _______________________________
                                                Name:
                                                Title:
<PAGE>
                                                                              87

                                           BANCO ESPIRITO SANTO S.A.,
                                           NASSAU BRANCH,

                                             by _______________________________
                                                Name:
                                                Title:

                                             by _______________________________
                                                Name:
                                                Title:


                                           BANK LEUMI USA,

                                             by _______________________________
                                                Name:
                                                Title:

                                             by _______________________________
                                                Name:
                                                Title:


                                           THE BANK OF NEW YORK,

                                             by _______________________________
                                                Name:
                                                Title:

                                           THE BANK OF NOVA SCOTIA,

                                             by _______________________________

                                                  Name:
                                                  Title:


                                           BANK OF AMERICA, N.A.,

                                             by _______________________________

                                                  Name:
                                                  Title:
<PAGE>
                                                                              88


                                          COMERICA BANK,

                                             by _______________________________
                                                Name:
                                                Title:


                                           THE DAI-ICHI KANGYO BANK,
                                           LTD.,

                                             by _______________________________
                                                Name:
                                                Title:


                                           DEUTSCHE BANK A.G., NEW YORK
                                           AND/OR CAYMAN ISLANDS BRANCH,

                                             by _______________________________
                                                Name:
                                                Title:

                                             by _______________________________
                                                Name:
                                                Title:



                                           FIRST UNION NATIONAL BANK,

                                             by _______________________________
                                                Name:
                                                Title:


                                           THE FUJI BANK, LIMITED,

                                             by _______________________________
                                                Name:
                                                Title:
<PAGE>
                                                                              89



                                           IBM CREDIT CORPORATION,

                                             by _______________________________

                                                  Name:
                                                  Title:


                                           PEOPLE'S BANK,

                                             by _______________________________

                                                  Name:
                                                  Title:


                                           CITIZENS BANK OF MASSACHUSETTS,

                                             by _______________________________

                                                  Name:
                                                  Title:


                                           SUNTRUST BANK,

                                             by _______________________________

                                                  Name:
                                                  Title:


                                           BANK ONE, NA, (MAIN OFFICE -
                                           CHICAGO),

                                             by _______________________________

                                                  Name:
                                                  Title:
<PAGE>
                                                                   Schedule 2.01
Lender                                      Commitment
------                                      ----------


                                    [to come]
<PAGE>
                                                                       EXHIBIT A
                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the Credit Agreement dated as of July 16,
1999 (as amended and in effect on the date hereof, the "Credit Agreement"),
among Gartner Group, Inc., the Lenders named therein and The Chase Manhattan
Bank, as Administrative Agent for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meanings.

                  The Assignor named on the reverse hereof hereby sells and
assigns, without recourse to the Assignor, to the Assignee named on the reverse
hereof, and the Assignee hereby purchases and assumes, without recourse to the
Assignor, from the Assignor, effective as of the Assignment Date set forth on
the reverse hereof, the interests set forth on the reverse hereof (the "Assigned
Interest") in the Assignor's rights and obligations under the Credit Agreement,
including, without limitation, the interests set forth on the reverse hereof in
the Commitments of the Assignor on the Assignment Date and Loans owing to the
Assignor which are outstanding on the Assignment Date, but excluding accrued
interest and fees to and excluding the Assignment Date. The Assignee hereby
acknowledges receipt of a copy of the Credit Agreement and the other Loan
Documents. From and after the Assignment Date (i) the Assignee shall be a party
to and be bound by the provisions of the Credit Agreement and, to the extent of
the Assigned Interest, have the rights and obligations of a Lender thereunder
and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish
its rights (except as otherwise provided in the Credit Agreement) and be
released from its obligations under the Credit Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.15(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee
payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit
Agreement.


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

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date"):
<PAGE>
                                                                               2

<TABLE>
<CAPTION>
                                                          Percentage Assigned of
                                                          Facility/Commitment
                                                          (set forth, to at
                                                          least 8 decimals, as a
                                                          percentage of the
                                                          aggregate Commitments
                                Principal Amount          of all Lenders
  Facility                      Assigned                  thereunder)
  --------                      --------                  -----------
<S>                             <C>                       <C>
  Commitment Assigned:          $                                              %

  Loans:
</TABLE>

The terms set forth above and on the reverse side hereof are hereby agreed to:

                              [Name of Assignor]                   , as Assignor

                              By:________________________________
                                    Name:
                                    Title:


                              [Name of Assignee]                   , as Assignee

                              By:________________________________
                                    Name:
                                    Title:


The undersigned hereby consent to the within assignment: 1/

<TABLE>
<S>                                            <C>
Gartner Group, Inc.,                           The Chase Manhattan Bank, as
                                               Administrative Agent,

By:________________________                    By:___________________________
Name:                                          Name:
Title:                                         Title:
</TABLE>


----------
1/       Consents to be included to the extent required by Section 9.04(b) of
         the Credit Agreement.
<PAGE>
                                                                       EXHIBIT B

                      Form of Opinion of Borrower's Counsel

                                    [to come]
<PAGE>
                                                                       EXHIBIT C

                                   [FORM OF]

                           GUARANTEE AGREEMENT dated as of July 16, 1999, among
                           each of the subsidiaries listed on Schedule I hereto
                           (each such subsidiary individually, a "Subsidiary
                           Guarantor" and collectively, the "Subsidiary
                           Guarantors") of GARTNER GROUP, INC., a Delaware
                           corporation (the "Borrower"), and THE CHASE MANHATTAN
                           BANK, a New York banking corporation ("Chase"), as
                           administrative agent (in such capacity, the
                           "Administrative Agent") for the Lenders.

                  Reference is made to the Credit Agreement dated as of July 16,
1999 (as amended from time to time, the "Credit Agreement"), among the Borrower,
the lenders from time to time party thereto (the "Lenders"), and Chase, as
Administrative Agent. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.

                  The Lenders have agreed to make Loans to the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. In connection therewith, each Subsidiary Guarantor has agreed
to guarantee the Obligations (as defined below) by entering into this Agreement.
Each of the Subsidiary Guarantors is a directly or indirectly owned Subsidiary
of the Borrower, and each of the Subsidiary Guarantors acknowledges that it will
derive substantial benefit from the making of the Loans by the Lenders. The
obligations of the Lenders to make Loans are conditioned on, among other things,
the execution and delivery by the Subsidiary Guarantors of a Guarantee Agreement
in the form hereof. As consideration therefor, the Subsidiary Guarantors are
willing to execute this Agreement.

                  Accordingly, the parties hereto agree as follows:

                  SECTION 1. Guarantee. Each Subsidiary Guarantor
unconditionally guarantees, jointly with the other Subsidiary Guarantors and
severally, as a primary obligor and not merely as a surety, (a) the due and
punctual payment of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the
<PAGE>
                                                                               2

pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), of
the Loan Parties to the Administrative Agent and the Lenders under the Credit
Agreement and the other Loan Documents, (b) the due and punctual performance of
all covenants, agreements, obligations and liabilities of the Loan Parties under
or pursuant to the Credit Agreement and the other Loan Documents and (c) the due
and punctual payment and performance of all obligations of the Borrower under
each Hedging Agreement entered into with any counterparty that was a Lender at
the time such Hedging Agreement was entered into (all the monetary and other
obligations described in the preceding clauses (a) through (c) being
collectively called the "Obligations"). Each Subsidiary Guarantor further agrees
that the Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it.

                  SECTION 2. Obligations Not Waived. To the fullest extent
permitted by applicable law, each Subsidiary Guarantor waives presentment to,
demand of payment from and protest to the Borrower of any of the Obligations,
and also waives notice of acceptance of its guarantee and notice of protest for
nonpayment. To the fullest extent permitted by applicable law, the obligations
of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure
of the Administrative Agent or any Lender to assert any claim or demand or to
enforce or exercise any right or remedy against the Borrower or any other
Subsidiary Guarantor under the provisions of the Credit Agreement, any other
Loan Document or otherwise or (b) any rescission, waiver (except the effect of
any waiver obtained pursuant to Section 11(b)), amendment or modification of, or
any release from any of the terms or provisions of, this Agreement, any other
Loan Document, any Guarantee or any other agreement, including with respect to
any other Subsidiary Guarantor under this Agreement.

                  SECTION 3. Guarantee of Payment. Each Subsidiary Guarantor
further agrees that its guarantee constitutes a guarantee of payment when due
and not of collection, and waives any right to require that any resort be had by
the Administrative Agent or any Lender to any balance of any deposit account or
credit on the books of the Administrative Agent or any Lender in favor of the
Borrower or any other person or to any collateral security.

                  SECTION 4. No Discharge or Diminishment of Guarantee. The
obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations),
<PAGE>
                                                                               3


including any claim of waiver, release, surrender, alteration or compromise of
any of the Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Subsidiary Guarantor
hereunder shall not be discharged or impaired or otherwise affected by the
failure of the Administrative Agent or any Lender to assert any claim or demand
or to enforce any remedy under the Credit Agreement, any other Loan Document or
any other agreement, by any waiver or modification of any provision of any
thereof, by any default, failure or delay, wilful or otherwise, in the
performance of the Obligations, or by any other act or omission that may or
might in any manner or to any extent vary the risk of any Subsidiary Guarantor
or that would otherwise operate as a discharge of any Subsidiary Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations). Each of the Subsidiary Guarantors authorizes the
Administrative Agent to (a) take and hold security for the payment of this
Guarantee and the Obligations and exchange, enforce, waive and release any such
security, (b) apply such security and direct the order or manner of sale thereof
as it in its sole discretion may determine and (c) release or substitute any one
or more endorsees, other guarantors or other obligors.

                  SECTION 5. Defenses of Borrower Waived. To the fullest extent
permitted by applicable law, each of the Subsidiary Guarantors waives any
defense based on or arising out of any defense of the Borrower or the
unenforceability of the Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of the Borrower, other than the final
and indefeasible payment in full in cash of the Obligations. The Administrative
Agent and the Lenders may, at their election, foreclose on any security held by
one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any
part of the Obligations, make any other accommodation with the Borrower or any
other guarantor or exercise any other right or remedy available to them against
the Borrower or any other guarantor, without affecting or impairing in any way
the liability of any Subsidiary Guarantor hereunder except to the extent the
Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to
applicable law, each of the Subsidiary Guarantors waives any defense arising out
of any such election even though such election operates, pursuant to applicable
law, to impair or to extinguish any right of reimbursement or subrogation or
other right or remedy of such Subsidiary Guarantor against the Borrower or
<PAGE>
                                                                               4


any other Subsidiary Guarantor or guarantor, as the case may be, or any
security.

                  SECTION 6. Agreement to Pay; Subordination. In furtherance of
the foregoing and not in limitation of any other right that the Administrative
Agent or any Lender has at law or in equity against any Subsidiary Guarantor by
virtue hereof, upon the failure of the Borrower or any other Loan Party to pay
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Subsidiary Guarantor
hereby promises to and will forthwith pay, or cause to be paid, to the
Administrative Agent or such Lender as designated thereby in cash the amount of
such unpaid Obligations. Upon payment by any Subsidiary Guarantor of any sums to
the Administrative Agent or any Lender as provided above, all rights of such
Subsidiary Guarantor against the Borrower arising as a result thereof by way of
right of subrogation, contribution, reimbursement, indemnity or otherwise shall
in all respects be subordinate and junior in right of payment to the prior
indefeasible payment in full in cash of all the Obligations. If any amount shall
erroneously be paid to any Subsidiary Guarantor on account of such subrogation,
contribution, reimbursement, indemnity or similar right, such amount shall be
held in trust for the benefit of the Administrative Agent and the Lenders and
shall forthwith be paid to the Administrative Agent to be credited against the
payment of the Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents.

                  SECTION 7. Information. Each of the Subsidiary Guarantors
assumes all responsibility for being and keeping itself informed of the
Borrower's financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Obligations and the nature, scope and
extent of the risks that such Subsidiary Guarantor assumes and incurs hereunder,
and agrees that none of the Administrative Agent or the Lenders will have any
duty to advise any of the Subsidiary Guarantors of information known to it or
any of them regarding such circumstances or risks.

                  SECTION 8. Representations and Warranties. Each of the
Subsidiary Guarantors represents and warrants as to itself that all
representations and warranties relating to it contained in the Credit Agreement
are true and correct in all material respects.

                  SECTION 9. Termination. The Guarantees made hereunder (a)
shall terminate when all the Obligations have been indefeasibly paid in full and
the Lenders have no
<PAGE>
                                                                               5


further commitment to lend under the Credit Agreement and (b) shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored
by the Administrative Agent or any Lender or any Subsidiary Guarantor upon the
bankruptcy or reorganization of the Borrower, any Subsidiary Guarantor or
otherwise. In addition, the guarantee made by each Subsidiary Guarantor
hereunder shall automatically be terminated at such time, if any, as such
Subsidiary Guarantor ceases to be a "Significant Subsidiary" pursuant to and in
accordance with Section 5.10 of the Credit Agreement.

                  SECTION 10. Binding Effect; Several Agreement; Assignments.
Whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party;
and all covenants, promises and agreements by or on behalf of the Subsidiary
Guarantors that are contained in this Agreement shall bind and inure to the
benefit of the Administrative Agent, the Lenders and their respective permitted
successors and assigns. This Agreement shall become effective as to any
Subsidiary Guarantor when a counterpart hereof executed on behalf of such
Subsidiary Guarantor shall have been delivered to the Administrative Agent, and
a counterpart hereof shall have been executed on behalf of the Administrative
Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the
Administrative Agent and their respective successors and assigns, and shall
inure to the benefit of such Subsidiary Guarantor, the Administrative Agent and
the Lenders, and their respective permitted successors and assigns, except that
no Subsidiary Guarantor shall have the right to assign its rights or obligations
hereunder or any interest herein (and any such attempted assignment shall be
void), except as expressly contemplated by this Agreement or the other Loan
Documents. If all of the capital stock of a Subsidiary Guarantor is sold,
transferred or otherwise disposed of pursuant to a transaction permitted by the
Credit Agreement, such Subsidiary Guarantor shall be released from its
obligations under this Agreement without further action. This Agreement shall be
construed as a separate agreement with respect to each Subsidiary Guarantor and
may be amended, modified, supplemented, waived or released with respect to any
Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and
without affecting the obligations of any other Subsidiary Guarantor hereunder.

                  SECTION 11. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
<PAGE>
                                                                               6


power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Administrative Agent
hereunder and of the Lenders under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any
Subsidiary Guarantor therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) below, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.
No notice or demand on any Subsidiary Guarantor in any case shall entitle such
Subsidiary Guarantor to any other or further notice or demand in similar or
other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to a written agreement entered into
between the Subsidiary Guarantors with respect to which such waiver, amendment
or modification relates and the Administrative Agent, with the prior written
consent of the Required Lenders (except as otherwise provided in the Credit
Agreement).

                  SECTION 12.  GOVERNING LAW.  THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

                  SECTION 13. Notices. All communications and notices hereunder
shall be in writing and given as provided in Section 9.01 of the Credit
Agreement. All communications and notices hereunder to each Subsidiary Guarantor
shall be given to it at its address set forth in Schedule I.

                  SECTION 14. Survival of Agreement; Severability. (a) All
covenants, agreements, representations and warranties made by the Subsidiary
Guarantors herein shall be considered to have been relied upon by the
Administrative Agent and the Lenders and shall survive the making by the Lenders
of the Loans regardless of any investigation made by the Administrative Agent or
the Lenders or on their behalf, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any other fee or
amount payable under this Agreement or any other Loan Document is outstanding
and unpaid and as long as the Commitments have not been terminated.

                  (b) In the event any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and
<PAGE>
                                                                               7


enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 15. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 10. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.

                  SECTION 16.  Rules of Interpretation.  The rules of
interpretation specified in Section 1.03 of the Credit Agreement shall be
applicable to this Agreement.

                  SECTION 17. Jurisdiction; Consent to Service of Process. (a)
Each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York
County, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or the other Loan Documents
against any Subsidiary Guarantor or its properties in the courts of any
jurisdiction.

                  (b) Each Subsidiary Guarantor hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action
<PAGE>
                                                                               8


or proceeding arising out of or relating to this Agreement or the other Loan
Documents in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 13. Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 18. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.

                  SECTION 19. Additional Subsidiary Guarantors. Pursuant to
Section 5.10 of the Credit Agreement, each Subsidiary Loan Party that was not in
existence on the date of the Credit Agreement or that becomes a Subsidiary Loan
Party after such date is required to enter into this Agreement as a Subsidiary
Guarantor. Upon execution and delivery after the date hereof by the
Administrative Agent and such a Subsidiary Loan Party of an instrument in the
form of Annex 1 hereto, such Subsidiary Loan Party shall become a Subsidiary
Guarantor hereunder with effect from and after the date of such execution and
delivery. The execution and delivery of any such instrument shall not require
the consent of any other Subsidiary Guarantor hereunder. The rights and
obligations of each Subsidiary Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Subsidiary Guarantor as a
party to this Agreement.

                  SECTION 20. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each of the Administrative Agent and the Lenders is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at
<PAGE>
                                                                               9


any time held and other Indebtedness at any time owing by the Administrative
Agent or such Lender, as the case may be, or any of their respective Affiliates,
to or for the credit or the account of any Subsidiary Guarantor against any or
all the obligations of such Subsidiary Guarantor now or hereafter existing under
this Agreement and the other Loan Documents held by the Administrative Agent or
such Lender, irrespective of whether or not the Administrative Agent or such
Lender shall have made any demand under this Agreement or any other Loan
Document and although such obligations may be unmatured. The rights of the
Administrative Agent and each Lender under this Section 20 are in addition to
other rights and remedies (including other rights of setoff) which such Person
may have.
<PAGE>
                                                                              10


                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                           GARTNER GROUP, INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           COMPUTER AND COMMUNICATION
                                           INFORMATION SERVICES, INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           DATAQUEST INCORPORATED,

                                             by_____________________________
                                               Name:
                                               Title:


                                           DATAQUEST(KOREA)INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           DECISION DRIVERS, INC,

                                             by_____________________________
                                               Name:
                                               Title:
<PAGE>
                                                                              11




                                           GARTNER ENTERPRISES LTD.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           GARTNER GROUP LEARNING INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           G.G. GLOBAL HOLDINGS,

                                             by_____________________________
                                               Name:
                                               Title:


                                           G.G. INVESTMENT MANAGEMENT,
                                           INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           G.G. CREDIT INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           G.G. WEST CORPORATION,

                                             by_____________________________
                                               Name:
                                               Title:
<PAGE>
                                                                              12


                                           GRIGGS-ANDERSON, INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           THE RESEARCH BOARD, INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           VISION EVENTS INTERNATIONAL,
                                           INC.,

                                             by_____________________________
                                               Name:
                                               Title:


                                           VUE ACQUISITION CORPORATION,

                                             by_____________________________
                                               Name:
                                               Title:



                                           THE CHASE MANHATTAN BANK, as
                                           Administrative Agent,

                                             by_____________________________
                                               Name:
                                               Title:
<PAGE>
                                                                              13



                                           G.G. CANADA,INC.

                                             by_____________________________
                                               Name:
                                               Title:


                                           INTECO CORPORATION,

                                             by_____________________________
                                               Name:
                                               Title:
<PAGE>
                                                               SCHEDULE I TO THE
                                                             GUARANTEE AGREEMENT

<TABLE>
<CAPTION>
Subsidiary Guarantor                                             Address
--------------------                                             -------
<S>                                                              <C>
</TABLE>
<PAGE>
                                                                  Annex 1 to the
                                                             Guarantee Agreement
SUPPLEMENT NO.                                              dated as of

                                , to the Guarantee Agreement dated as of
                           July 16, 1999, among each of the subsidiaries
                           listed on Schedule I thereto (each such
                           subsidiary individually, a "Subsidiary
                           Guarantor" and collectively, the "Subsidiary
                           Guarantors") of GARTNER GROUP, INC., a
                           Delaware corporation (the "Borrower"), and THE
                           CHASE MANHATTAN BANK, a New York banking
                           corporation ("Chase"), as Administrative Agent
                           for the Lenders.

                  A. Reference is made to the Credit Agreement dated as of July
16, 1999 (as amended from time to time, the "Credit Agreement"), among the
Borrower, the lenders from time to time party thereto (the "Lenders"), and
Chase, as Administrative Agent for the Lenders. Capitalized terms used herein
and not defined herein shall have the meanings assigned to such terms in the
Credit Agreement.

                  B. The Subsidiary Guarantors have entered into the Guarantee
Agreement in order to induce the Lenders to make Loans. Pursuant to Section 5.10
of the Credit Agreement, each Subsidiary Loan Party that was not in existence on
the date of the Credit Agreement or that becomes a Subsidiary Loan Party after
such date is required to enter into the Guarantee Agreement as a Subsidiary
Guarantor. Section 19 of the Guarantee Agreement provides that such additional
Subsidiaries of the Borrower may become Subsidiary Guarantors under the
Guarantee Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiary of the Borrower (the "New Subsidiary
Guarantor") is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Subsidiary Guarantor under the Guarantee
Agreement in order to induce the Lenders to make additional Loans and as
consideration for Loans previously made.

                  Accordingly, the Administrative Agent and the New Subsidiary
Guarantor agree as follows:

                  SECTION 1. In accordance with Section 19 of the Guarantee
Agreement, the New Subsidiary Guarantor by its signature below becomes a
Subsidiary Guarantor under the Guarantee Agreement with effect from and after
the date of execution and delivery of this Agreement in accordance with Section
3 hereof and the New Subsidiary Guarantor hereby (a) agrees to, and assumes and
agrees to be bound by, all the terms and provisions of the Guarantee Agreement
applicable to it as a Subsidiary Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by
<PAGE>
                                                                               2


it as a Subsidiary Guarantor thereunder are true and correct on and as of the
date hereof. Each reference to a "Subsidiary Guarantor" in the Guarantee
Agreement shall be deemed to include the New Subsidiary Guarantor. The Guarantee
Agreement is hereby incorporated herein by reference.

                  SECTION 2. The New Subsidiary Guarantor represents and
warrants to the Administrative Agent and the Lenders that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.

                  SECTION 3. This Supplement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when
the Administrative Agent shall have received counterparts of this Supplement
that, when taken together, bear the signatures of the New Subsidiary Guarantor
and the Administrative Agent. Delivery of an executed signature page to this
Supplement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Supplement.

                  SECTION 4. Except as expressly supplemented hereby, the
Guarantee Agreement shall remain in full force and effect.

                  SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 6. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and in the Guarantee Agreement shall not in any way be affected
or impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 7. All communications and notices hereunder shall be
in writing and given as provided in Section 13 of the Guarantee Agreement. All
communications
<PAGE>
                                                                               3


and notices hereunder to the New Subsidiary Guarantor shall be given to it at
the address set forth under its signature below, with a copy to the Borrower.

                  SECTION 8. The New Subsidiary Guarantor agrees to reimburse
the Administrative Agent for its reasonable out-of- pocket expenses in
connection with this Supplement, including
<PAGE>
                                                                               4


the fees, disbursements and other charges of counsel for the
<PAGE>
                                                                               5

Administrative Agent.


                  IN WITNESS WHEREOF, the New Subsidiary Guarantor and the
Administrative Agent have duly executed this Supplement to the Guarantee
Agreement as of the day and year first above written.

                                         [Name of New Subsidiary
                                         Guarantor],

                                          by___________________________
                                            Name:
                                            Title:
                                            Address:___________________
                                            ___________________________
                                            ___________________________



                                         THE CHASE MANHATTAN BANK,
                                         as Administrative Agent,

                                          by___________________________
                                            Name:
                                            Title:
<PAGE>
                                                                       EXHIBIT D
                                         INDEMNITY, SUBROGATION and CONTRIBUTION

                           AGREEMENT dated as of July 16, 1999, among GARTNER
                           GROUP, INC., a Delaware corporation (the "Borrower"),
                           each subsidiary of the Borrower listed on Schedule I
                           hereto (the "Subsidiary Guarantors") and THE CHASE
                           MANHATTAN BANK, a New York banking corporation
                           ("Chase"), as administrative agent (in such capacity,
                           the "Administrative Agent") for the Lenders.


                  Reference is made to (a) the Credit Agreement dated as of July
16, 1999 (as amended from time to time, the "Credit Agreement"), among the
Borrower, the lenders from time to time party thereto (the "Lenders"), and
Chase, as administrative agent for the Lenders, and (b) the Guarantee Agreement
dated as of July 16, 1999, among the Subsidiary Guarantors and the
Administrative Agent (as amended, supplemented or otherwise modified from time
to time, the "Guarantee Agreement"). Capitalized terms used herein and not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.

                  The Lenders have agreed to make Loans to the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. The Subsidiary Guarantors have agreed to guarantee such Loans
and the other Obligations (as defined in the Guarantee Agreement) of the
Borrower under the Credit Agreement pursuant to the Guarantee Agreement. The
obligations of the Lenders to make Loans are conditioned on, among other things,
the execution and delivery by the Borrower and the Subsidiary Guarantors of an
agreement in the form hereof.

                  Accordingly, the Borrower, each Subsidiary Guarantor and the
Administrative Agent agree as follows:

                  SECTION 1. Indemnity and Subrogation. In addition to all such
rights of indemnity and subrogation as the Subsidiary Guarantors may have under
applicable law (but subject to Section 3), the Borrower agrees that in the event
a payment shall be made by any Subsidiary Guarantor under the Guarantee
Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full
amount of such payment and such Subsidiary Guarantor shall be subrogated to the
rights of the person to whom such payment shall have been made to the extent of
such payment.

                  SECTION 2. Contribution and Subrogation. Each Subsidiary
Guarantor (a "Contributing Guarantor") agrees
<PAGE>
                                                                               2

(subject to Section 3) that, in the event a payment shall be made by any other
Subsidiary Guarantor under the Guarantee Agreement and such other Subsidiary
Guarantor (the "Claiming Guarantor") shall not have been fully indemnified by
the Borrower as provided in Section 1, the Contributing Guarantor shall
indemnify the Claiming Guarantor in an amount equal to the amount of such
payment multiplied by a fraction of which the numerator shall be the net worth
of the Contributing Guarantor, and the denominator shall be the aggregate net
worth of all the Subsidiary Guarantors, in each case on the date hereof (or, in
the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section
11, the date of the Supplement hereto executed and delivered by such Subsidiary
Guarantor). Any Contributing Guarantor making any payment to a Claiming
Guarantor pursuant to this Section 2 shall be subrogated to the rights of such
Claiming Guarantor under Section 1 to the extent of such payment.

                  SECTION 3. Subordination. Notwithstanding any provision of
this Agreement to the contrary, all rights of the Subsidiary Guarantors under
Sections 1 and 2 and all other rights of indemnity, contribution or subrogation
under applicable law or otherwise shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations. No failure on the part
of the Borrower or any Subsidiary Guarantor to make the payments required by
Sections 1 and 2 (or any other payments required under applicable law or
otherwise) shall in any respect limit the obligations and liabilities of any
Subsidiary Guarantor with respect to its obligations hereunder, and each
Subsidiary Guarantor shall remain liable for the full amount of the obligations
of such Subsidiary Guarantor hereunder.

                  SECTION 4. Termination. This Agreement shall survive and be in
full force and effect so long as any Obligation is outstanding and has not been
indefeasibly paid in full in cash, and so long as any of the Commitments under
the Credit Agreement have not been terminated, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any guaranteed Obligation is rescinded or must otherwise be
restored by the Administrative Agent, any Lender or any Subsidiary Guarantor
upon the bankruptcy or reorganization of the Borrower or any Subsidiary
Guarantor or otherwise.

                  SECTION 5.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

                  SECTION 6. No Waiver; Amendment. (a) No failure on the part of
the Administrative Agent or any Subsidiary
<PAGE>
                                                                               3


Guarantor to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy by the Administrative Agent or any
Subsidiary Guarantor preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. None of
the Administrative Agent and the Subsidiary Guarantors shall be deemed to have
waived any rights hereunder unless such waiver shall be in writing and signed by
such parties.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to a written agreement entered into
between the Borrower, the Subsidiary Guarantors and the Administrative Agent,
with the prior written consent of the Required Lenders (except as otherwise
provided in the Credit Agreement).

                  SECTION 7. Notices. All communications and notices hereunder
shall be in writing and given as provided in the Guarantee Agreement and
addressed as specified therein.

                  SECTION 8. Binding Agreement; Assignments. When- ever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the parties that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns. Except as contemplated herein or in the Credit
Agreement, neither the Borrower nor any Subsidiary Guarantor may assign or
transfer any of its rights or obligations hereunder (and any such attempted
assignment or transfer shall be void) without the prior written consent of each
Lender. Notwithstanding the foregoing, at the time any Subsidiary Guarantor is
released from its obligations under the Guarantee Agreement in accordance with
the Guarantee Agreement and the Credit Agreement, such Subsidiary Guarantor will
cease to have any rights or obligations under this Agreement.

                  SECTION 9. Survival of Agreement; Severability. (a) All
covenants and agreements made by the Borrower and each Subsidiary Guarantor
herein shall be considered to have been relied upon by the Administrative Agent,
the Lenders and each Subsidiary Guarantor and shall survive the making by the
Lenders of the Loans and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loans or any other fee or amount
payable under the Credit Agreement or this Agreement or under any of the other
Loan
<PAGE>
                                                                               4


Documents is outstanding and unpaid and as long as the Commitments have not been
terminated.

                  (b) In case any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect,
no party hereto shall be required to comply with such provision for so long as
such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 10. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement shall be effective with
respect to any Subsidiary Guarantor when a counterpart bearing the signature of
such Subsidiary Guarantor shall have been delivered to the Administrative Agent.
Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

                  SECTION 11. Additional Guarantors. Pursuant to Section 5.10 of
the Credit Agreement, each Subsidiary Loan Party that was not in existence on
the date of the Credit Agreement or that becomes a Subsidiary Loan Party after
such date is required to enter into the Guarantee Agreement as a Subsidiary
Guarantor. Upon execution and delivery after the date hereof by the
Administrative Agent and such Subsidiary of an instrument in the form of Annex 1
hereto, such Subsidiary shall become a Subsidiary Guarantor hereunder with
effect from and after the date of such execution and delivery. The execution and
delivery of any such instrument shall not require the consent of any other
Subsidiary Guarantor hereunder. The rights and obligations of each
<PAGE>
                                                                               5


Subsidiary Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Subsidiary Guarantor as a party to this
Agreement.

                  SECTION 12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.
<PAGE>
                                                                               6


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first appearing above.



                                            GARTNER GROUP, INC.,


                                             by /s/ Michael Fleisher
                                               ----------------------------
                                               Name: Michael Fleisher
                                               Title: CFO & VP


                                            COMPUTER AND COMMUNICATION
                                            INFORMATION SERVICES, INC.,


                                             by /s/ Michael Fleisher
                                               ----------------------------
                                               Name: Michael Fleisher
                                               Title: Vice President


                                            DATAQUEST INCORPORATED,

                                             by /s/ Michael Fleisher
                                               ----------------------------
                                               Name: Michael Fleisher
                                               Title: Vice President


                                            DATAQUEST(KOREA)INC.,

                                             by /s/ Michael Fleisher
                                               ----------------------------
                                               Name: Michael Fleisher
                                               Title: Vice President


                                            DECISION DRIVERS, INC,

                                             by /s/ Cathy S. Satz
                                               ----------------------------
                                               Name: Cathy S. Satz
                                               Title: Secretary
<PAGE>
                                                                               7


                                            GARTNER ENTERPRISES LTD.,

                                             by /s/ Michael Fleisher
                                               ----------------------------
                                               Name: Michael Fleisher
                                               Title: Vice President


                                            GARTNER GROUP LEARNING INC.,

                                             by /s/ Michael Fleisher
                                               ----------------------------
                                               Name: Michael Fleisher
                                               Title: Vice President


                                            G.G. GLOBAL HOLDINGS,

                                             by /s/ Michael Fleisher
                                               ----------------------------
                                               Name: Michael Fleisher
                                               Title: Vice President


                                            G.G. INVESTMENT MANAGEMENT,
                                            INC.,

                                             by /s/ Andrea Tarbox
                                               ----------------------------
                                               Name: Andrea Tarbox
                                               Title: Treasurer


                                            G.G. CREDIT INC.,

                                             by /s/ Andrea Tarbox
                                               ----------------------------
                                                Name: Andrea Tarbox
                                                Title: Treasurer


                                            G.G. WEST CORPORATION,

                                             by /s/ Brian Callahan
                                               ----------------------------
                                               Name: Brian Callahan
                                               Title: President
<PAGE>
                                                                               8


                                            GRIGGS-ANDERSON, INC.,

                                             by /s/ Michael Fleisher
                                               ----------------------------
                                               Name: Michael Fleisher
                                               Title: Vice President


                                            THE RESEARCH BOARD, INC.,

                                             by /s/ Michael Fleisher
                                               ----------------------------
                                                Name: Michael Fleisher
                                                Title: Vice President


                                            VISION EVENTS INTERNATIONAL,
                                            INC.,

                                             by /s/ Michael Fleisher
                                               ----------------------------
                                                Name: Michael Fleisher
                                                Title: Vice President


                                            VUE ACQUISITION CORPORATION,

                                             by /s/ Cathy S. Satz
                                               ----------------------------
                                                Name: Cathy S. Satz
                                                Title: Secretary


                                            THE CHASE MANHATTAN BANK, as
                                            Administrative Agent,

                                             by /s/ Ronald Anastasio
                                               ----------------------------
                                               Name: Ronald Anastasio
                                               Title: Vice President
<PAGE>
                                                                               9


                                            G.G. CANADA,INC.

                                             by /s/ Cathy S. Satz
                                               ----------------------------
                                               Name: Cathy S. Satz
                                               Title: Secretary


                                            INTECO CORPORATION,

                                             by /s/ Cathy S. Satz
                                               ----------------------------
                                                Name: Cathy S. Satz
                                                Title: Secretary
<PAGE>
                                                                      SCHEDULE I
                                                    to the Indemnity Subrogation
                                                      and Contribution Agreement

                              Subsidiary Guarantors

<TABLE>
<CAPTION>
Name                                        Address
----                                        -------
<S>                                         <C>
</TABLE>
<PAGE>
                                                                      Annex 1 to
                                                  the Indemnity, Subrogation and
                                                          Contribution Agreement
                                 SUPPLEMENT NO.      dated as of [            ],

                           to the Indemnity, Subrogation and Contribution
                           Agreement dated as of July 16, 1999 (as the same may
                           be amended, supplemented or otherwise modified from
                           time to time, the "Indemnity, Subrogation and
                           Contribution Agreement"), among GARTNER GROUP, INC.,
                           a Delaware corporation (the "Borrower"), each
                           subsidiary of the Borrower listed on Schedule I
                           thereto (the "Subsidiary Guarantors"), and THE CHASE
                           MANHATTAN BANK, a New York banking corporation
                           ("Chase"), as administrative agent (the
                           "Administrative Agent"), for the Lenders.

                  A. Reference is made to (a) the Credit Agreement dated as of
July 16, 1999 (as amended from time to time, the "Credit Agreement"), among the
Borrower, the lenders from time to time party thereto (the "Lenders"), and
Chase, as Administrative Agent, and (b) the Guarantee Agreement dated as of July
16, 1999, among the Subsidiary Guarantors and the Administrative Agent (as
amended, supplemented or otherwise modified from time to time, the "Guarantee
Agreement").

                  B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Indemnity,
Subrogation and Contribution Agreement and the Credit Agreement.

                  C. The Borrower and the Subsidiary Guarantors have entered
into the Indemnity, Subrogation and Contribution Agreement in order to induce
the Lenders to make Loans. Pursuant to Section 5.10 of the Credit Agreement,
each Subsidiary Loan Party that was not in existence on the date of the Credit
Agreement or that becomes a Subsidiary Loan Party after such date is required to
enter into the Guarantee Agreement as a Subsidiary Guarantor. Section 11 of the
Indemnity, Subrogation and Contribution Agreement provides that such additional
Subsidiaries of the Borrower shall become Subsidiary Guarantors under the
Indemnity, Subrogation and Contribution Agreement by execution and delivery of
an instrument in the form of this Supplement. The undersigned Subsidiary (the
"New Guarantor") is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Subsidiary Guarantor under the
Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders
to make additional Loans and as consideration for Loans previously made.
<PAGE>
                                                                               2


                  Accordingly, the Administrative Agent and the New Guarantor
agree as follows:

                  SECTION 1. In accordance with Section 11 of the Indemnity,
Subrogation and Contribution Agreement, the New Guarantor by its signature below
becomes a Subsidiary Guarantor under the Indemnity, Subrogation and Contribution
Agreement with effect from and after the date of execution and delivery of this
Agreement in accordance with Section 3 hereof, and the New Guarantor hereby
agrees to, and assumes and agrees to be bound by, all the terms and provisions
of the Indemnity, Subrogation and Contribution Agreement applicable to it as a
Subsidiary Guarantor thereunder. Each reference to a "Subsidiary Guarantor" in
the Indemnity, Subrogation and Contribution Agreement shall be deemed to include
the New Guarantor. The Indemnity, Subrogation and Contribution Agreement is
hereby incorporated herein by reference.

                  SECTION 2. The New Guarantor represents and warrants to the
Administrative Agent and the Lenders that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.

                  SECTION 3. This Supplement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Administrative
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Guarantor and the Administrative Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

                  SECTION 4. Except as expressly supplemented hereby, the
Indemnity, Subrogation and Contribution Agreement shall remain in full force and
effect.

                  SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 6. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, neither party hereto shall be required to comply with such provision
for so long as such provision is held to be invalid, illegal or
<PAGE>
unenforceable, but the validity, legality and enforceability of the remaining
provisions contained herein and in the Indemnity, Subrogation and Contribution
Agreement shall not in any way be affected or impaired. The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 7. All communications and notices hereunder shall be
in writing and given as provided in Section 7 of the Indemnity, Subrogation and
Contribution Agreement. All communications and notices hereunder to the New
Guarantor shall be given to it at the address set forth under its signature.
<PAGE>
                                                                               4


                  SECTION 8. The New Guarantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.


                  IN WITNESS WHEREOF, the New Guarantor and the Administrative
Agent have duly executed this Supplement to the Indemnity, Subrogation and
Contribution Agreement as of the day and year first above written.


                                        [Name Of New Guarantor],

                                         by   ________________________________
                                              Name:
                                              Title:
                                              Address:


                                        THE CHASE MANHATTAN BANK,
                                        as Administrative Agent,

                                         by   ________________________________
                                              Name:
                                              Title: