<PAGE>

                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "AGREEMENT"), dated as
of November 12, 1999, is entered into among DUFF & PHELPS CREDIT RATING CO., an
Illinois corporation (the "COMPANY"), the financial institutions from time to
time parties to this Agreement (together with their respective successors and
assigns, collectively the "BANKS" and individually each a "BANK") and BANK OF
AMERICA, NATIONAL ASSOCIATION (formerly known as Bank of America National Trust
and Savings Association) ("BOA"), as agent for the Banks (in such capacity, the
"AGENT").

                               W I T N E S E T H:

         WHEREAS, the Company, Bank of America Illinois (predecessor by merger
to BOA) and The Northern Trust Company ("NTC") (each, an "ORIGINAL BANK"), and
Bank of America Illinois as agent for the Original Banks, entered into a Credit
Agreement dated as of October 31, 1994, as thereafter amended (such Credit
Agreement, as so amended prior to the date hereof, is hereinafter called the
"ORIGINAL CREDIT AGREEMENT"); and

         WHEREAS, pursuant to an Assignment Agreement dated as of March 31,
1997, BOA acquired from NTC all of its right, title and interest in and to, and
all of its obligations under, the Prior Credit Agreement and since March 31,
1997 BOA has been the sole Original Bank; and

         WHEREAS, the Company and BOA desire to amend and restate the Original
Credit Agreement;

         WHEREAS, NTC desires to become a party to the Original Credit Agreement
as amended and restated, with all of the rights, powers and obligations of a
"Bank"; and

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged (a) the Company and BOA agree to amend and restate the Original
Credit Agreement to read in its entirety as set forth below and (b) NTC agrees
to become a party to the Original Agreement as amended and restated in the form
of this Agreement.


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                                                    TABLE OF CONTENTS
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SECTION                                                                                                             PAGE
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ARTICLE I
DEFINITIONS AND OTHER TERMS............................................................................................2
         1.1.         Definitions......................................................................................2
         1.2.         Other Definitional Provisions...................................................................22
         1.3.         Interpretation of Agreement.....................................................................23
         1.4.         Accounting and Financial Determinations.........................................................23

ARTICLE II

COMMITMENTS; LOANS; LETTERS OF CREDIT; OTHER MATTERS..................................................................23
         2.1.         Commitments.....................................................................................23
                      2.1.1.      Loan Commitment.....................................................................23
                      2.1.2.      Letter of Credit Commitment.........................................................24
         2.2.         Reduction of Aggregate Commitment Amount........................................................24
                      2.2.1.      Voluntary Reduction or Termination..................................................24
                      2.2.2.      Mandatory Reductions................................................................24
         2.3.  Borrowing Procedure; Remitting Funds...................................................................25
                      2.3.1.      Borrowing Request...................................................................25
                      2.3.2.      Agent to Notify Banks...............................................................26
                      2.3.3.      Remitting of Funds By Banks; Disbursement of Loan Proceeds..........................26
         2.4.         Loan Options; Continuation and Conversion of Loans..............................................27
                      2.4.1.      Loan Options........................................................................27
                      2.4.2.      Continuation and/or Conversion of Loans.............................................27
         2.5.         Banks' Option in Funding of Loans...............................................................29
         2.6.         Currency Equivalents............................................................................30
                      2.6.1.      Exchange Rate.  ....................................................................30
                      2.6.2.      Determination Date..................................................................30
         2.7.         Loan Accounts; Notes............................................................................31
                      2.7.1.      Loan Accounts.......................................................................31
                      2.7.2.      Notes...............................................................................31

ARTICLE III

INTEREST AND FEES.....................................................................................................31
         3.1.         Interest -Base Rate Loans.......................................................................31
         3.2.         Interest -IBOR Rate Loans.......................................................................32
         3.3.         Interest During Event of Default................................................................32
         3.4.         Fees............................................................................................32
                      3.4.1.      Closing Fee.........................................................................32
                      3.4.2.      Nonuse Fee..........................................................................32
                      3.4.3.      Letter of Credit Fees...............................................................32
                      3.4.4.      Arrangement Fee.....................................................................33
                      3.4.5.      Method of Calculating Interest and Fees.............................................33

ARTICLE IV

PAYMENTS; PREPAYMENTS; OFFSET.........................................................................................33
         4.1.         Time and Place of Payment By the Company........................................................33
         4.2.         Repayment and Prepayment of Loans...............................................................34
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                      4.2.1. Mandatory Repayment......................................................................34
                      4.2.2. Voluntary Prepayment.....................................................................34
         4.3.         Other Provisions Applicable to Payments of Loans................................................34
         4.4.         Payments by the Banks to the Agent and Agent to Banks...........................................34
                      4.4.1. Agent May Assume Bank Payment............................................................34
                      4.4.2. Agent's Payments to Banks................................................................35
         4.5.         Setoff..........................................................................................35

ARTICLE V
LETTERS OF CREDIT.....................................................................................................36
         5.1.         Requests for Issuance of Letters of Credit......................................................36
                      5.1.1. Dollar Letters of Credit.................................................................36
                      5.1.2. Alternative Currency Letters of Credit...................................................36
                      5.1.3. Additional Conditions to Issuance of Letters of Credit...................................37
         5.2.         Amendment and Renewal of Letters of Credit......................................................38
                      5.2.1. Dollar Letters of Credit.................................................................38
                      5.2.2. Alternative Currency Letters of Credit...................................................40
         5.3.         Letter of Credit Provisions.....................................................................40
         5.4.         Issuing Bank's Expenses.........................................................................41
         5.5.         Banks' Purchase of Participation in Letters of Credit...........................................41
         5.6.         Disbursements...................................................................................43
         5.7.         Reimbursement of Drawings Under Letters of Credit...............................................43
         5.8.         Deemed Disbursements............................................................................45
         5.9.         Increased Costs; Indemnity......................................................................46

ARTICLE VI
ADDITIONAL PROVISIONS RELATING TO IBOR RATE LOANS; TAXES;
YIELD PROTECTION; INDEMNIFICATION; SHARING OF PAYMENTS................................................................47
         6.1.  Taxes..................................................................................................47
                      6.1.1. Required Payments By the Company.........................................................47
                      6.1.2. Company to Indemnify.....................................................................48
                      6.1.3. Repayment By Banks; Protest By the Company...............................................48
                      6.1.4. Company to Furnish Receipt...............................................................48
                      6.1.5. Withholding Tax..........................................................................48
         6.2.         Illegality......................................................................................50
         6.3.         Increased Costs and Reduction of Return.........................................................51
         6.4.         Basis for Determining Interest Rate Inadequate or Unfair........................................51
         6.5.         Capital Adequacy................................................................................52
         6.6.         Funding Losses..................................................................................52
         6.7.         Inability to Determine Rates....................................................................53
         6.8.         Mitigation of Circumstances; Replacement of Affected Bank.......................................53
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         6.9.         Sharing of Payments, Etc........................................................................54
         6.10.        Certificates of Banks...........................................................................55
         6.11.        Survival........................................................................................55

ARTICLE VII
REPRESENTATIONS AND WARRANTIES........................................................................................55
         7.1.         Organization....................................................................................55
         7.2.         Authorization...................................................................................55
         7.3.         Financial Information...........................................................................56
         7.4.         No Material Adverse Change......................................................................56
         7.5.         Litigation and Contingent Liabilities...........................................................56
         7.6.         Ownership of Properties; Liens..................................................................56
         7.7.         Subsidiaries....................................................................................57
         7.8.         Pension and Welfare Plans.......................................................................57
         7.9.         Investment Company Act..........................................................................57
         7.10.        Public Utility Holding Company Act..............................................................57
         7.11.        Regulation U....................................................................................57
         7.12.        Taxes...........................................................................................57
         7.13.        Information.....................................................................................57
         7.14.        Year 2000 Compliance............................................................................58

ARTICLE VIII
COMPANY COVENANTS.....................................................................................................58
         8.1.         Financial Statements and Other Reports..........................................................58
                      8.1.1. Financial Reports........................................................................58
                      8.1.2. Other Reports and Information............................................................60
         8.2.         Existence.......................................................................................61
         8.3.         Conduct of Business.............................................................................61
         8.4.         Books, Records and Access.......................................................................61
         8.5.         Insurance.......................................................................................62
         8.6.         Taxes...........................................................................................62
         8.7.         Compliance......................................................................................62
         8.8.         Use of Proceeds.................................................................................62
         8.9.         Pension Plans...................................................................................63
         8.10.        Dispositions....................................................................................63
         8.11.        Consolidations, Mergers, Acquisitions...........................................................63
         8.12.        Restricted Payments.............................................................................64
         8.13.        Indebtedness....................................................................................64
         8.14.        Liens...........................................................................................65
         8.15.        Guaranties......................................................................................67
         8.16.        Investments.....................................................................................67
         8.17.        Financial Condition.............................................................................68
                      8.17.1.  Cash Flow Leverage Ratio...............................................................68
                      8.17.2.  Minimum EBITDA.........................................................................68
                      8.17.3.  Minimum Net Worth......................................................................68
                      8.17.4.  Fixed Charge Coverage Ratio............................................................69
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         8.18.        Other Agreements................................................................................69
         8.19.        Transactions with Related Parties...............................................................69
         8.20.        Negative Pledges, etc...........................................................................69
         8.21.        Further Assurances..............................................................................70

ARTICLE IX
DEFAULT...............................................................................................................70
         9.1.         Event of Default................................................................................70

                      9.1.1.  Non-Payment of Liabilities..............................................................70
                      9.1.2.  Warranty................................................................................70
                      9.1.3.  Non-Compliance With Credit Agreement
                              Covenants...............................................................................71
                      9.1.4.  Non-Compliance With Other Loan Documents................................................71
                      9.1.5.  Non-Payment of Other Indebtedness.......................................................71
                      9.1.6.  Default of Other Indebtedness...........................................................71
                      9.1.7.  Other Obligations.......................................................................71
                      9.1.8.  Insolvency..............................................................................72
                      9.1.9.  Pension Plans...........................................................................72
                      9.1.10. Litigation Expenses, etc................................................................72
                      9.1.11. Validity................................................................................73
                      9.1.12. Conduct of Business.....................................................................73
                      9.1.13. Change of Control.......................................................................73
                      9.1.14. Use of Names............................................................................73
         9.2.         Effect of Event of Default; Remedies............................................................74
                      9.2.1.  Action if Bankruptcy....................................................................74
                      9.2.2.  Action if Other than Bankruptcy.........................................................74

ARTICLE X
CONDITIONS PRECEDENT, DELIVERY OF DOCUMENTS AND OTHER MATTERS.........................................................74
         10.1.        Conditions Precedent to Effectiveness...........................................................74
                      10.1.1. Security Interest.......................................................................74
                      10.1.2. Solvency................................................................................75
                      10.1.3. Effect of Law...........................................................................75
                      10.1.4. Exhibits; Schedules.....................................................................75
                      10.1.5. Fees76
                      10.1.6. Documents...............................................................................76
         10.2.        Continuing Conditions Precedent to all Credit Extensions; Certification.........................78
                      10.2.1. Default.................................................................................78
                      10.2.2. Warranties..............................................................................79
                      10.2.3. No Change in Condition..................................................................79
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ARTICLE XI
INDEMNITY.............................................................................................................79
         11.1.        General Indemnity...............................................................................79
         11.2.        Indemnification for Accepting Oral Instructions.................................................80
         11.3.        Survival of Company's Obligations...............................................................80

ARTICLE XII
THE AGENT.............................................................................................................81
         12.1.        Appointment and Authorization; "Agent"..........................................................81
         12.2.        Delegation of Duties............................................................................81
         12.3.        Liability of Agent..............................................................................81
         12.4.        Reliance by Agent...............................................................................82
         12.5.        Notice of Default...............................................................................82
         12.6.        Credit Decision.................................................................................83
         12.7.        Indemnification of Agent........................................................................83
         12.8.        Agent in Individual Capacity....................................................................84
         12.9.        Successor Agent.................................................................................84

ARTICLE XIII
MISCELLANEOUS PROVISIONS..............................................................................................85
         13.1.        Costs and Expenses..............................................................................85
         13.2.        Amendments and Waivers..........................................................................85
         13.3.        Notices.........................................................................................86
         13.4.        No Waiver by the Agent or Banks.................................................................87
         13.5.        Marshalling; Payments Set Aside.................................................................88
         13.6.        Successors......................................................................................88
         13.7.        Assignments, Participation, etc.................................................................88
                      13.7.1.  Assignments............................................................................88
                      13.7.2.  Participation..........................................................................90
         13.8.  Banks May Pledge Notes................................................................................90
         13.9.  No Third Parties Benefited............................................................................90
         13.10. Severability..........................................................................................91
         13.11. Information...........................................................................................91
         13.12. Headings..............................................................................................91
         13.13. Execution in Counterparts, Effectiveness, etc.........................................................91
         13.14. Amendment and Restatement of Original Credit Agreement................................................91
         13.15. Construction..........................................................................................92
         13.16. Subsidiary References.................................................................................92
         13.17. Forum Selection and Consent to Jurisdiction...........................................................92
         13.18. WAIVER OF JURY TRIAL..................................................................................93
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<PAGE>


                                    ARTICLE I

                           DEFINITIONS AND OTHER TERMS

         SECTION I.1. DEFINITIONS. As used herein, the following terms shall
have the following meanings (such meanings shall be equally applicable to the
singular and plural forms of the terms used, as the context requires):

         "ACQUISITION" means, with respect to any Person, (a) the acquisition by
such Person of all or substantially all of the assets of any other Person (or a
division or ongoing business thereof), whether through the purchase of assets,
through merger, consolidation or otherwise or (b) an Investment by such Person
in any other Person as a result of which such other Person becomes a Subsidiary
of such first Person.

         "AFFECTED BANK" means any Bank that has given notice to the Company
(which has not been rescinded) of (a) any obligation by the Company to pay any
amount pursuant to SECTION 6.1.1 or SECTION 6.3 or (b) the occurrence of any
circumstances of the nature described in SECTION 6.2 or SECTION 7.4.

         "AGENT" is defined in the Preamble, and includes each other Person as
shall have subsequently been appointed as the successor Agent pursuant to
SECTION 12.9.

         "AGENT-RELATED PERSONS" means the Agent and any successor agent arising
under ARTICLE XII, together with their respective Related Parties (including, in
the case of BOA, the Arranger), and the officers, directors, employees, agents
and attorneys-in-fact of the Agent and its Related Parties.

         "AGENT'S PAYMENT OFFICE" means the address for payments set forth on
SCHEDULE III or such other address as the Agent may from time to time specify to
the Company and the Banks.

         "AGGREGATE COMMITMENT AMOUNT" means the aggregate amount of all of the
Commitments, as such amount may be reduced pursuant to SECTION 2.2. The initial
amount of the Aggregate Commitment is $40,000,000.

         "AGREEMENT" means this Amended and Restated Secured Credit Agreement as
in effect on the Restatement Effective Date, and as thereafter from time to time
amended, modified, supplemented or amended and restated, and as in effect on
such date.

         "ALTERNATIVE CURRENCY" means (a) each of Japanese Yen, British Pounds
Sterling and European Currency Units (each, a "DESIGNATED CURRENCY") and (b) any
other currency (other than


                                       2
<PAGE>


Dollars) which (1) is on deposit outside such currency's country of issuance,
(2) is freely available, freely transferable and freely convertible into
Dollars, and (3) in which dealings in deposits are carried on in the interbank
eurocurrency market.

         "ALTERNATIVE CURRENCY LETTER OF CREDIT" means a letter of credit, bank
guarantee or other similar arrangement issued or entered into by a foreign
branch, international banking facility or foreign Related Party of BOA on or
after the Restatement Effective Date, in such form and containing such terms as
such foreign branch, international banking facility or foreign Related Party
shall reasonably require, pursuant to which such foreign branch, international
banking facility or affiliate of the Issuing Bank agrees, subject to the terms
and provisions thereof, to make a payment to a third party in an Alternative
Currency. Notwithstanding that an Alternative Currency Letter of Credit is
issued by a foreign branch, international banking facility or foreign Related
Party of BOA, such Letter of Credit shall nonetheless be deemed to have been
made and to be held by the BOA, and the Reimbursement Obligations and Letter of
Credit Liabilities with respect to such Letter of Credit shall nevertheless be
to BOA.

         "ALTERNATIVE CURRENCY LOAN" means a Loan made and payable in an
Alternative Currency which bears interest at a rate determined with reference to
the IBOR Rate (Reserve Adjusted) for a particular Interest Period.

         "APPLICABLE MARGIN" means (a) as of the Restatement Effective Date and
continuing until adjusted pursuant to CLAUSE (B), 0.50%, and (b) on and after
any date thereafter on which the Applicable Margin is to be adjusted, if the
Cash Flow Leverage Ratio for the then applicable Calculation Period is: (a) 1.0
to 1.0 or greater, 0.75%, or (b) less than 1.0 to 1.0, 0.50%. The Applicable
Margin shall be adjusted, to the extent applicable, on the 45th day (or, in the
case of the last Fiscal Quarter of any Fiscal Year, the 90th day) after the end
of each Fiscal Quarter; IT BEING AGREED that if the Company fails to deliver the
financial statements or compliance certificates required by SECTION 8.1.1 by the
45th day (or, if applicable, the 90th day) after any Fiscal Quarter, the
Applicable Margin shall be 0.75% until such financial statements and the
compliance certificate are delivered. "CALCULATION PERIOD" as used in this
definition means the period comprised of the four consecutive Fiscal Quarters
ending with and including the most recent Fiscal Quarter for which the
immediately preceding sentence requires an adjustment to be made.

         "APPLICATION" means (a) in the case of a Dollar Letter of Credit, an
application by the Company in the form of EXHIBIT J to this Agreement, for the
issuance by the Issuing Bank of a Dollar




                                       3
<PAGE>


Letter of Credit and (b) in the case of an Alternative Currency Letter of
Credit, the document(s) and other agreement(s), each in such form and containing
such terms as the relevant foreign branch, international banking facility or
foreign Related Party of BOA shall require, pursuant to which the Company
applies for the issuance of an Alternative Currency Letter of Credit.

         "ARRANGER" means Banc of America Securities L.L.C. as sole lead
arranger of the credit facility embodied in this Agreement, and its successors
and assigns.

         "ASSIGNEE BANK" is defined in SECTION 13.7.1.

         "ASSIGNMENT AGREEMENT" means an Assignment Agreement substantially in
form of EXHIBIT A hereto, or such other form as is reasonably satisfactory to
the Agent, pursuant to which a Bank assigns certain of its rights and
obligations hereunder to another Person in accordance with the terms of this
Agreement.

         "ASSIGNOR BANK" is defined in SECTION 13.7.1.

         "ATTORNEYS' FEES" of any Person means and includes all reasonable fees
and disbursements of any law firm or other external counsel employed by such
Person and the reasonable allocated cost of internal legal services and all
disbursements of internal counsel of such Person.

         "AUTHORIZED PERSON" means, relative to any Obligor, those of its
officers or employees whose signatures and (in case of officers) incumbency
shall have been certified to the Agent and the Banks in accordance with this
Agreement.

         "BANK" - see the PREAMBLE.

         "BUSINESS DAY" means any day other than (a) a Saturday, (b) a Sunday or
(c) a legal holiday on which banks are authorized or required to be closed for
the conduct of commercial banking business in San Francisco, California and
Chicago, Illinois and in addition, (x) with respect to Offshore Dollar Loans, a
day on which the Agent is open in California and dealing in Offshore Dollars and
(y) with respect to an Alternative Currency Loan, a day on which the Agent and
foreign exchange markets are open for business for clearing and settling foreign
exchange transactions in the applicable Alternative Currency in the city where
disbursements of or payments on such Loan is to be made.

         "BASE RATE" means, for any day, the higher of: (a) 0.50% per annum
above the latest Federal Funds Rate; and (b) the Reference Rate.


                                       4
<PAGE>


         "BASE RATE LOAN" means a Loan or portion thereof during any period in
which it bears interest at a rate based on the Base Rate.

         "BOA" - see the PREAMBLE.

         "BORROWING" means a borrowing hereunder consisting of Loans of the same
Type made to the Company by all Banks in accordance with SECTIONS 2.1, 2.3 and
2.4 in accordance with their respective applicable Percentages, on the same
Business Day, and, in the case of IBOR Rate Loans, in the same currency and
having the same Interest Period.

         "CAPITAL ADEQUACY REGULATION" means any guideline, request or directive
of any central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank.

         "CAPITAL EXPENDITURES" means, for any period for any Person, without
duplication, the sum of (a) the aggregate of all or amounts which, in accordance
with GAAP, should be classified as capital expenditures of such Person for such
period and (b) the aggregate amount of all Capitalized Lease Liabilities of such
Person incurred during such period.

         "CAPITALIZED LEASE" means any lease which is or should be capitalized
on the balance sheet of the lessee in accordance with GAAP.

         "CAPITALIZED LEASE LIABILITIES" means, with respect to any Person, all
monetary obligations of such Person under any Capitalized Leases, and, for
purposes of this Agreement and each other Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

         "CASH EQUIVALENT INVESTMENT" means (a) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States of America or
issued by any agency thereof and 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) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having the highest rating
obtainable from Standard & Poor's Corporation, Moody's Investors Service, Inc.
or the Company; (c) commercial paper maturing no more than one year from the
date of creation thereof and, at the time of acquisition, having the highest
rating obtainable from Standard & Poor's Corporation, Moody's Investors


                                       5
<PAGE>


Service, Inc. or the Company; (d) certificates of deposit or banker's
acceptances maturing within one year from the date of acquisition thereof issued
by any Bank or by any other commercial bank organized under the laws of the
United States of America or any state thereof or the District of Columbia having
combined capital and surplus and undivided profit of not less than $250,000,000
("Qualifying Banks"); (e) mutual or money market funds having the highest rating
obtainable from Standard & Poor's Corporation, Moody's Investors Service, Inc.
or the Company and investing principally in the types of securities described in
CLAUSES (A), (B), (C) and (D) above; and (f) repurchase agreements and reverse
repurchase agreements with Qualifying Banks relating to any of the obligations
referred to in the foregoing CLAUSE (A); PROVIDED that the terms of such
agreements comply with the guidelines set forth in the Federal Financial
Institutions Examination Council Supervisory Policy--Repurchase Agreements of
Depository Institutions with Securities Dealers and Others as adopted by the
Comptroller of the Currency on October 31, 1985 (the "Supervisory Policy"); and
PROVIDED, FURTHER, that possession or control of the underlying securities is
established as provided in the Supervisory Policy.

         "CASH FLOW LEVERAGE RATIO" means, at any date of determination, the
ratio of (a) the Company's Consolidated Senior Debt as at such date to (b) the
Company's Consolidated EBITDA for the period of four consecutive Fiscal Quarters
ending on such date of determination.

         "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor statute of similar import, together with the regulations thereunder,
in each case as in effect from time to time. References to sections of the Code
shall be construed to also refer to any successor sections.

         "COLLATERAL" means all property and interests in property and proceeds
thereof now owned or hereafter acquired by the Company or any other Obligor in
or upon which a Lien now or hereafter exists in favor of the Agent, whether
under this Agreement or under any other documents executed by any such Person
and delivered to the Agent.

         "COLLATERAL DOCUMENTS" means, collectively, (a) the Security Agreement,
any Pledge Agreements and all other security agreements, mortgages, deeds of
trust, patent and trademark assignments, lease assignments, guarantees and other
similar agreements made by the Company or any other Obligor in favor of the
Agent for the benefit of the Banks now or hereafter delivered to the Agent
pursuant to or in connection with the transactions contemplated hereby, and all
financing statements (or comparable documents now or hereafter filed in
accordance with the Uniform Commercial Code or comparable law) against the
Company or any


                                       6
<PAGE>


other Obligor as debtor in favor of the Agent as secured party, and (b) any
amendments, supplements, modifications, renewals, replacements, consolidations,
substitutions and extensions of any of the foregoing.

         "COMMITMENT" means relative to any Bank, such Bank's obligation under
this Agreement to make Loans and to incur Letter of Credit Exposure, as adjusted
from time to time pursuant to the terms of this Agreement. The amount of the
initial Commitment of each Bank is set forth on SCHEDULE I.

         "COMMITMENT REDUCTION DATE" is defined in SECTION 2.2.2.

         "COMMITMENT TERMINATION DATE" means the earliest of (a) the Facility
Termination Date, (b) the date on which the Aggregate Commitment Amount is
reduced to zero pursuant to SECTION 2.2 and (c) the date on which any Commitment
Termination Event occurs. Upon the occurrence of any event described in CLAUSE
(B) or CLAUSE (C) of this definition, the Commitments shall terminate
automatically and without any further action.

         "COMMITMENT TERMINATION EVENT" means (a) the occurrence of any Event of
Default described in SECTION 9.1.8; or (b) the occurrence and continuance of any
other Event of Default and either (1) the declaration of the Loans to be due and
payable pursuant to SECTION 9.2, or (2) in the absence of such declaration, the
giving of notice by the Agent to the Company that the Commitments have been
terminated.

         "COMPANY" - see the PREAMBLE.

         "COMPANY PLEDGE AGREEMENT" means the Amended and Restated Pledge
Agreement executed and delivered by the Company pursuant to SECTION 10.1.6,
substantially in the form of EXHIBIT B hereto, as amended, supplemented,
restated or otherwise modified from time to time.

         "COMPLIANCE CERTIFICATE" is defined in SECTION 8.1.1.

         "CONSOLIDATED ADJUSTED NET INCOME" means, with respect to the Company
and its Subsidiaries for any period, the consolidated net income (or loss) of
the Company and its Subsidiaries for such period; PROVIDED that there shall be
excluded therefrom (a) the income (or loss) of any Person (other than the
Company or a Subsidiary of the Company), except to the extent of the amount of
dividends or other distributions actually paid to the Company or any Subsidiary
by such Person during such period, (b) the income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary of, or is merged or
consolidated into or has its assets acquired by, the Company or any Subsidiary
and (c) the



                                       7
<PAGE>


income of any Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary of such income is not at
the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Subsidiary.

         "CONSOLIDATED EBITDA" means, with respect to the Company and its
Subsidiaries for any period, the sum of (a) Consolidated Net Income for such
period, plus (b) to the extent deducted in determining Consolidated Net Income
for such period, income and franchise taxes, Interest Expense, depreciation and
amortization.

         "CONSOLIDATED NET WORTH" means, with respect to any Person at any time,
the total of the shareholders' equity (including capital stock, additional
paid-in capital and retained earnings after deducting treasury stock) of such
Person and its consolidated Subsidiaries at such time calculated in accordance
with GAAP.

         "CONSOLIDATED SENIOR DEBT" means, at any date of determination with
respect to the Company means the sum, without duplication, of (a) Indebtedness
of the Company and its consolidated Subsidiaries for borrowed money other than
(i) Subordinated Indebtedness and (ii) intercompany Indebtedness and (b) the
principal portion of any Capitalized Lease Liabilities of the Company and its
consolidated Subsidiaries.

         "CREDIT EXTENSION" means and includes (a) the advancing of Loans by the
Banks in connection with a Borrowing and (b) any issuance or extension by the
Issuing Bank of a Letter of Credit.

         "D&P EUROPE" means Duff & Phelps Credit Rating Co. of Europe, an
Illinois corporation.

         "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as
SCHEDULE II, as it may be amended, supplemented or otherwise modified from time
to time by the Company with the written consent of the Agent and the Required
Banks.

         "DOLLAR EQUIVALENT" means, (a) in the case of an amount denominated in
Dollars, such amount, and (b) in the case of an amount denominated in an
Alternative Currency, the Dollar equivalent of such amount as determined in
accordance with SECTION 2.6.

         "DOLLAR LETTER OF CREDIT" means a letter of credit issued by the
Issuing Bank on or after the Restatement Effective Date on the Application of
the Company, in such form and containing such terms as the Issuing Bank shall
reasonably require, providing for payment by the Issuing Bank in Dollars.

                                       8
<PAGE>


         "DOLLARS" and the sign "$" each mean lawful money of the United States
of America.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA shall be construed to also refer to any successor sections.

         "ERISA AFFILIATE" means any corporation, partnership, or other trade or
business (whether or not incorporated) that is, along with the Company, a member
of a controlled group of corporations or a controlled group of trades or
businesses, as described in sections 414(b) and 414(c), respectively, of the
Code or section 4001 of ERISA, or a member of the same affiliated service group
within the meaning of section 414(m) of the Code.

         "EVENT OF DEFAULT" has the meaning ascribed to such term in
SECTION 9.1.

         "FACILITY TERMINATION DATE" means September 30, 2002.

         "FEDERAL FUNDS RATE" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by the Agent of the rates for the last transaction
in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on
that day by each of three leading brokers of Federal funds transactions in New
York City selected by the Agent. The rate for any day which is not a Business
Day shall be the rate for the immediately preceding Business Day.

         "FEDERAL RESERVE BOARD" means the Board of Governors of the Federal
Reserve System or any successor thereto.

         "FISCAL QUARTER" or "FQ" means any quarter of a Fiscal Year.

         "FISCAL YEAR" or "FY" means any period of 12 consecutive calendar
months ending on the 31st day of December. References to a Fiscal Year with a
number corresponding to any calendar year (e.g. "Fiscal Year 1999" or "FY 1999")
refer to the Fiscal Year ending on the 31st day of December occurring during
such calendar year.

         "FIXED CHARGE COVERAGE RATIO" means, at any date of determination, the
ratio of (a) the Company's Consolidated EBITDA


                                       9
<PAGE>


for the period of four consecutive Fiscal Quarters ending on such date of
determination to (b) the sum of (1) the Company's consolidated interest expense
for such period (including any interest expense in respect of Capitalized Lease
Liabilities), plus (2) the aggregate consolidated dividends and other payments
of the type described in SECTION 8.12 made by the Company, plus (3) the
aggregate consolidated dividends and other payments of the type described in
SECTION 8.12 made by the Company's Subsidiaries during such period (excluding
(x) intercompany dividends made by a Subsidiary to the Company or any Subsidiary
and (y) dividends and other payments of the type described in SECTION 8.12 paid
by Subsidiaries that are not Material Subsidiaries as long as the aggregate
amount of such dividends and other payments during the relevant period of four
consecutive Fiscal Quarters does not exceed $500,000) plus (4) the aggregate
consolidated Capital Expenditures of the Company and its Subsidiaries during
such period.

         "FOREIGN JOINT VENTURE" means any joint venture formed under the laws
of a jurisdiction other than that of the United States or any state thereof that
is not a Material Subsidiary of the Company.

         "FURTHER TAXES" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges
(excluding franchise taxes and taxes imposed on or measured by any Bank's net
income or receipts), and all liabilities with respect thereto, imposed by any
jurisdiction on account of amounts payable or paid pursuant to SECTION 6.1.

         "GAAP" is defined in SECTION 1.4.

         "GOVERNMENTAL AUTHORITY" means any government, any state or other
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

         "GROUP" is defined in SECTION 2.4.1.

         "GUARANTY" means a Guaranty substantially in the form of EXHIBIT D
hereto, as amended, supplemented, restated or otherwise modified from time to
time.

         "GUARANTEE LIABILITY" of any Person means any agreement, undertaking or
arrangement by which such Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by


                                       10
<PAGE>


direct or indirect agreement, contingent or otherwise, to provide funds for
payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise
to assure a creditor against loss) the Indebtedness, obligation or any other
liability of any other Person (other than by endorsements of instruments in the
course of collection), or guarantees the payment of dividends or other
distributions upon the shares of any other Person. The amount of any Person's
obligation in respect of any Guarantee Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding principal amount
(or maximum principal amount, if larger) of the debt, obligation or other
liability guaranteed thereby.

         "HEDGING AGREEMENT" means any agreement (including any master agreement
and any agreement, whether or not in writing, relating any single transaction)
that is an interest rate swap agreement, basis swap, forward rate agreement,
commodity swap, commodity option, equity or equity index swap or option, bond
option, interest rate option, forward foreign exchange agreement, rate cap,
collar or floor agreement, currency swap agreement, cross-currency rate swap
agreement, swaption, currency option or any other similar agreement, including
any option to enter into any of the foregoing, or any combination of any of the
foregoing. "Hedging Agreements" shall include all such agreements or
arrangements made or entered into at any time, or in effect at any time, whether
or not related to a Credit Extension.

         "HEDGING OBLIGATIONS" means, with respect to any Person, as of the date
of calculation, the net liabilities, if any, of such Person under its Hedging
Agreements.

         "IBOR RATE" means, for an Interest Period with respect to a an IBOR
Rate Loan, the per annum rate of interest:

                  (a) in the case of a Offshore Dollar Loan, at which the
         Agent's Grand Cayman Branch, Grand Cayman, British West Indies, would
         offer Offshore Dollar deposits for the applicable interest period to
         other major banks in the Offshore Dollar inter-bank market two (2)
         Business Days prior to the beginning of such Interest Period at or
         about 10:00 a.m., Chicago, Illinois time, for delivery on the first day
         of such Interest Period for the number of days comprised therein and in
         an amount equal to the amount of BOA's Offshore Dollar Loan to be
         outstanding during such Interest Period; and

                  (b) in the case of an Alternative Currency Loan, at which
         deposits in immediately available funds in the appropriate Alternative
         Currency in an amount equal to the Dollar Equivalent of such deposit
         (plus the cost of any contract purchased or sold by BOA to hedge the
         conversion of

                                       11

<PAGE>

         Dollars or such Alternative Currency, as applicable, into or from such
         Alternative Currency) are offered to the Agent by major banks in the
         interbank eurocurrency market as at or about 9:00 a.m. Chicago,
         Illinois time three (3) Business Days prior to the beginning of such
         Interest Period for delivery on the first day of such Interest Period,
         and in an amount equal to the amount of BOA's Alternative Currency
         Loan to be outstanding during such Interest Period.

         "IBOR RATE (RESERVE ADJUSTED)" means, for an Interest Period with
respect to an IBOR Rate Loan, a rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) determined pursuant to the following formula:

                     IBOR Rate    =           IBOR RATE
                 (Reserve Adjusted)    1-Reserve Percentage

         "IBOR RATE LOAN" means, at any time, any Loan or portion thereof (to
the extent of such portion) which bears interest at a rate determined with
reference to the IBOR Rate (Reserve Adjusted) for a particular Interest Period.
IBOR Rate Loans shall be either Offshore Dollar Loans or Alternative Currency
Loans.

         "INDEBTEDNESS" of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money, whether or not evidenced by
bonds, debentures, notes or similar instruments, (b) all Reimbursement
Obligations of such Person, and any other obligation, contingent or otherwise,
of such Person relative to or in connection with any letter of credit (including
the Letters of Credit) whether or not drawn, and any banker's acceptances, (c)
all Capitalized Lease Liabilities of such Person, (d) all obligations of such
Person to pay the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business), (e) net liabilities
of such Person under all Hedging Obligations, (f) all indebtedness secured by a
Lien on the property of such Person, whether or not such indebtedness shall have
been assumed by such Person (it being understood that if such Person has not
assumed or otherwise become personally liable for any such indebtedness, the
amount of the Debt of such Person in connection therewith shall be limited to
the lesser of the face amount of such indebtedness or the fair market value of
all property of such Person securing such indebtedness) and (g) all Guarantee
Liabilities of such Person in respect of any of the foregoing. For all purposes
of this Agreement, the Indebtedness of any Person shall include the Indebtedness
of any partnership in which such Person is a general partner or joint venture in
which such Person is a joint venturer with unlimited liability.

         "INDEMNIFIED LIABILITIES" is defined in SECTION 11.1.

                                       12

<PAGE>

         "INDEMNIFIED PARTIES" is defined in SECTION 11.1.

         "INTEREST PAYMENT DATE" means (a) in the case of Base Rate Loans, each
Monthly Payment Date occurring after the Restatement Effective Date; and (b)
with respect to IBOR Rate Loans, the last day of each Interest Period applicable
to such Loans.

         "INTEREST PERIOD" means, relative to any IBOR Rate Loan, the period
beginning on (and including) the date on which such IBOR Rate Loan is made or
continued as, or converted into, an IBOR Rate Loan pursuant to SECTION 2.3 or
2.4 and shall end on (but exclude) the day which is one month, two months, three
months or six months, (or, if the Banks in their sole and absolute discretion
consent, nine months or twelve months) thereafter, as the Company may select in
its relevant notice pursuant to SECTION 2.3 or 2.4; PROVIDED, HOWEVER, that

                  (a) if an Interest Period would otherwise end on a day which
         is not a Business Day, such Interest Period shall end on the next
         succeeding Business Day (unless, in the case of IBOR Rate Loans, such
         next succeeding Business Day falls in another calendar month, in which
         case such Interest Period shall end on the next preceding Business
         Day);

                  (b) if an Interest Period begins on the last Business Day of a
         calendar month for which there is no numerically corresponding day in
         the calendar month at the end of such Interest Period, such Interest
         Period shall end on the last Business Day of the calendar month in
         which such Interest Period ends;

                  (c) no Interest Period may end later than the Facility
         Termination Date; and

                  (d) no Interest Period shall extend beyond any date upon which
         is due any scheduled principal payment in respect of the Loans unless
         the aggregate principal amount of the Loans represented by Base Rate
         Loans, or by IBOR Rate Loans having Interest Periods that will expire
         on or before such date, equals or exceeds the amount of such principal
         payment.

         "INVESTMENT" means as to any Person any direct or indirect purchase or
other acquisition by such Person of, or of a beneficial interest in, stock or
other securities (including, without limitation, warrants, options, notes,
debentures or other instruments commonly known as "securities") of any other
Person other than a Subsidiary of such Person, or any direct or indirect loan,
advance (other than advances to employees for moving and travel expenses,
drawing accounts and similar expenditures made in the ordinary course of
business) or capital contribution by

                                       13

<PAGE>

such Person to any other Person, including all indebtedness and accounts
receivable from such other Person that are not current assets and did not arise
from sales of goods or services to such other Person in the ordinary course of
business. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto and minus the amount of any
portion of such Investment repaid to such Person in cash as a return of capital,
but without any other adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such investment.

         "ISSUING BANK" means, as the context may require, (a) in the case of
Dollar Letters of Credit, BOA as the issuer of such Letters of Credit and (b) in
the case of Alternative Currency Letters of Credit, BOA together with the
foreign branch, international banking facility or foreign Related Party of BOA
that actually issues an Alternative Currency Letter of Credit.

         "LENDING OFFICE" means, as to any Bank, the office or offices of such
Bank specified as its "Lending Office" or "Domestic Lending Office" or "IBOR
Lending Office", as the case may be, on SCHEDULE IV, or such other office or
offices as such Bank may from time to time notify the Company and the Agent.

         "LETTER OF CREDIT" means, as the context may require, either an
Alternative Currency Letter of Credit or a Dollar Letter of Credit issued on or
after the Restatement Effective Date.

         "LETTER OF CREDIT COMMITMENT" means the obligation of the Issuing Bank
to issue Letters of Credit and of the other Banks to purchase participation
therein in accordance with the terms of ARTICLE V.

         "LETTER OF CREDIT COMMITMENT TERMINATION DATE" means the earliest of
(a) the Facility Termination Date; (b) the date on which the Commitment Amount
is terminated in full or reduced to zero pursuant to SECTION 2.2; and (c) the
date on which any Commitment Termination Event occurs. Upon the occurrence of
any event described in CLAUSE (B) or (C) of this definition, the Letter of
Credit Commitment shall terminate automatically and without any further action.

         "LETTER OF CREDIT EXPOSURE" of a Bank with respect to any Letter of
Credit Liabilities means such Bank's Percentage of the amount of such Letter of
Credit Liabilities. For purposes of this Agreement, a Bank (other than the
Issuing Bank) shall be deemed to incur Letter of Credit Exposure with respect to
a Letter of Credit in an amount equal to its participation interest therein
under SECTION 5.5 hereof, and the Issuing Bank shall be deemed to have incurred
Letter of Credit Exposure in an amount



                                       14
<PAGE>

equal to its retained interest therein after giving effect to the acquisition by
Banks other than the Issuing Bank of their respective participation interests
therein.

         "LETTER OF CREDIT FACILITY AMOUNT" means $5,000,000.

         "LETTER OF CREDIT LIABILITIES" means at any time, but without
duplication, an amount equal to the sum of (a) the aggregate amount available to
be drawn under outstanding Letters of Credit, plus (b) the then aggregate amount
of all unpaid and outstanding Reimbursement Obligations.

         "LIABILITIES" means all of the liabilities, obligations and
indebtedness of the Company and each other Obligor to the Agent and each Bank of
any kind or nature under or in connection with this Agreement or any other Loan
Document, or under or in connection with any Hedging Agreement with a Bank,
however created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing or due or to become due.

         "LIEN" means any mortgage, pledge, hypothecation, judgment lien or
similar legal process, title retention lien, or other lien, encumbrance or
security interest, including, without limitation, the interest of a vendor under
any conditional sale or other title retention agreement and the interest of a
lessor under any Capitalized Lease.

         "LITIGATION EXPENSE" is defined in SECTION 9.1.10.

         "LOAN" is defined in SECTION 2.1.

         "LOAN ACCOUNT" is defined in SECTION 2.7.1.

         "LOAN AVAILABILITY" means the Aggregate Commitment Amount minus the
aggregate Letter of Credit Liabilities.

         "LOAN DOCUMENT" means this Agreement, any Notes, each Application, each
Letter of Credit, the Collateral Documents, any Guarantees and any other
agreement, instrument or document heretofore, now, or hereafter delivered to the
Agent or any Bank with respect to or in connection with or pursuant to this
Agreement or any of the Liabilities, as any thereof may be amended, modified,
supplemented or replaced from time to time.

         "MARGIN STOCK" has the meaning ascribed to such term in Regulation U of
the Federal Reserve Board or any regulation substituted therefor, as in effect
from time to time.

         "MATERIAL ADVERSE OCCURRENCE" means (a) a material adverse change in,
or a material adverse effect upon, the operations,



                                       15
<PAGE>

business, properties, condition (financial or otherwise) or prospects of the
Company, any Material Subsidiary, or the Company and its Material Subsidiaries
taken as a whole; (b) a material impairment of the ability of any Obligor to
perform under any Loan Document to which it is a party; or (c) a material
adverse change in, or a material adverse effect upon (1) the legality, validity,
binding effect or enforceability against any Obligor of any Loan Document, or
(2) the value of the Collateral (taking into account any insurance proceeds
received with respect thereto) or the perfection or priority of the Liens
granted under any of the Collateral Documents.

         "MATERIAL SUBSIDIARY" means (a) D&P of Europe and Duff & Phelps Credit
Rating Co. of Asia and (b) any other Subsidiary as to which ANY of the following
criteria are met at any time after the Restatement Effective Date:

             (i) such Subsidiary contributes five percent (5%) or more of the
         Company's revenue for any period of twelve consecutive calendar months
         (determined on a consolidated basis), PROVIDED, that (A) if a
         Subsidiary is first created or acquired (whether by purchase, merger,
         consolidation or otherwise) after the Restatement Effective Date, such
         Subsidiary shall be deemed to be a Material Subsidiary as of the date
         of its creation or acquisition if, during the twelve calendar month
         period immediately preceding the date thereof the business or assets
         owned by such Subsidiary immediately following its creation or
         acquisition would have contributed five percent (5%) or more of
         Company's revenue (determined on a consolidated basis) during such
         period if such Subsidiary had been created or acquired at the beginning
         of such period; and (B) if an existing Subsidiary acquires (by
         purchase, merger, consolidation or otherwise) the business and assets
         of any other Person, such Subsidiary shall be deemed to be a Material
         Subsidiary as of the date of such acquisition of assets if, during the
         twelve calendar month period immediately preceding the date thereof the
         business or assets owned by such Subsidiary immediately following such
         acquisition contributed or would have contributed five percent (5%) or
         more of Company's revenue (determined on a consolidated basis) during
         such period if such Subsidiary had acquired such assets at the
         beginning of such period; OR

                  (ii) such Subsidiary's assets represent ten percent (10)% or
         more of the Company's assets (determined on a consolidated basis).

         "MONTHLY PAYMENT DATE" means the last day of each calendar month or, if
any such day is not a Business Day, the next preceding Business Day.



                                       16
<PAGE>

         "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in section
4001(a)(3) of ERISA which is maintained for employees of the Company, any other
Obligor or any ERISA Affiliate.

         "NET PROCEEDS" means, with respect to any Stock Option Exercise, the
aggregate amount of cash received by the Company and its Subsidiaries, plus the
fair market value of any other property received from time to time by the
Company and its Subsidiaries (whether as initial consideration or through
payment or disposition of deferred consideration) in connection with such
transaction, after deducting therefrom only (without duplication) (a) reasonable
and customary brokerage commissions, underwriting fees and discounts, legal
fees, finder's fees and other similar fees and commissions and (b) the amount of
taxes payable in connection with or as a result of such transaction, in each
case to the extent, but only to the extent, that the amounts so deducted are
actually paid to a Person that is not an Related Party of the Company or such
Subsidiary and are properly attributable to such transaction.

         "NON-USE FEE" is defined in SECTION 3.4.2.

         "NOTE" means a promissory note of the Company payable to the order of a
Bank, in the form of EXHIBIT E hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Company to such Bank resulting from outstanding Loans, and
also means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

         "NOTICE OF BORROWING" means a notice of borrowing and certificate duly
executed by an Authorized Person of the Company, substantially in the form of
EXHIBIT F hereto, with appropriate insertions, or such other form as shall be
reasonably acceptable to the Agent.

         "NOTICE OF CONTINUATION/CONVERSION" means a notice of continuation or
conversion and certificate duly executed by an Authorized Person of the Company,
substantially in the form of EXHIBIT G hereto, with appropriate insertions, or
such other form as shall be reasonably acceptable to the Agent.

         "OBLIGOR" means the Company and each other Person who is or shall
become primarily or secondarily liable on any of the Liabilities, or who grants
to the Agent, for the benefit of the Banks, a Lien on any property of such
Person as security for any of the Liabilities. On the Restatement Effective Date
the only Obligors are the Company and the Material Subsidiaries then in
existence.



                                       17
<PAGE>

         "OFFSHORE DOLLARS" mean Dollars on deposit in a bank outside the United
States of America, its territories and possessions, which are freely available
for transfer to and from the United States of America, its territories and
possessions.

         "OFFSHORE DOLLAR LOAN" means a Loan, or portion thereof, made and
payable in Offshore Dollars during any period in which it bears interest at a
rate determined with reference to the IBOR Rate (Reserve Adjusted) for a
particular Interest Period.

         "ONGOING INDEBTEDNESS" is defined in SECTION 8.13.

         "ORGANIC DOCUMENT" means, relative to any Obligor, and to the extent
applicable, its certificate or articles of incorporation, its by-laws,
partnership agreement, operating agreement or trust agreement, and all
shareholder agreements, member agreements, voting trusts and similar
arrangements applicable to any of its authorized shares of capital stock, its
partnership interests, its limited liability company interests or other equity
or beneficial interests.

         "OTHER TAXES" means any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents.

         "OVERNIGHT FOREIGN CURRENCY RATE" shall mean for any amount payable in
an Alternative Currency, the rate of interest per annum as determined by the
Agent (rounded upwards, if necessary, to the nearest whole multiple of one-one
hundredth of one percent (1/100 of 1%)) at which overnight or weekend deposits
of the appropriate currency (or, if such amount due remains unpaid more than
three Business Days, then for such period of time not longer than six months as
the Agent may elect in its absolute discretion) for delivery in immediately
available and freely transferable funds would be offered by the Agent to major
banks in the interbank market upon request of such major banks for the
applicable period as determined above and in an amount comparable to the unpaid
principal amount of the related Loan (or, if the Agent is not placing deposits
in such currency in the interbank market, then the Agent's cost of funds in such
currency for such period).

         "PARTICIPANT" is defined in SECTION 13.7.2.

         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.



                                       18
<PAGE>

         "PENSION PLAN" means a "pension plan," as such term is defined in
section 3(2) of ERISA, which is subject to the provisions of Title IV of ERISA
(other than a Multiemployer Plan) and to which the Company, any other Obligor or
any ERISA Affiliate may have any liability, including any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA
for any time within the preceding five years or by reason of being deemed to be
a contributing sponsor under section 4069 of ERISA.

         "PERCENTAGE" means, relative to any Bank, its Percentage of the
Commitment as set forth opposite such Bank's name on SCHEDULE I hereto, or in an
Assignment and Acceptance Agreement executed and delivered by such Lender, as
such percentage may be adjusted from time to time pursuant to the terms of this
Agreement.

         "PERMITTED LIENS" is defined in SECTION 7.9.

         "PERSON" means any individual, sole proprietorship, partnership,
limited liability company, joint venture, trust, unincorporated organization,
association, corporation, institution, entity or government (whether national,
federal, state, county, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or department thereof).

         "PLAN" means any Welfare Plan, Pension Plan or any employee benefit
plan, as such term is defined in section 3(3) of ERISA, to which the Company may
have any liability.

         "POST DEFAULT RATE" means, in the case of any principal of any Loan at
any time of determination when an Event of Default exists, (a) in the case of
Base Rate Loans, the Base Rate at such time plus 2.0% and (b) in the case of
IBOR Rate Loans, 2.0% above the rate of interest applicable to such Loan
immediately prior to the occurrence of such Event of Default.

         "PURCHASE PRICE" means the value of all consideration given or to be
given by the Company or any Subsidiary in connection with any merger,
consolidation, purchase or other acquisition, determined at the time of such
merger, consolidation, purchase or other acquisition, including the assumption
of any Indebtedness in connection with any of the foregoing.

         "QUARTERLY PAYMENT DATE" means the last day of each Fiscal Quarter or,
if any such day is not a Business Day, the next preceding Business Day.

         "REFERENCE RATE" means, at any time, the rate of interest then most
recently announced by the Agent at San Francisco,



                                       19
<PAGE>

California as its "reference rate". The reference rate is a rate set by the
Agent based upon various factors including the Agent's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in the reference rate announced by the Agent shall take effect
at the opening of business on the day specified in the public announcement of
such change.

         "REIMBURSEMENT OBLIGATION" is defined in SECTION 5.7.

         "RELATED PARTY" means, with respect to any Person (in this definition,
the "RELEVANT PERSON") (a) any director (or other Person holding the equivalent
position) or officer (or other Person holding the equivalent position) of such
Relevant Person, and (b) any other Person which, directly or indirectly,
controls or is controlled by or under common control with the Relevant Person
(excluding any trustee under, or any committee with responsibility for
administering, a Plan). The Relevant Person shall be deemed to be

                  (1) "controlled by" any other Person if (i) such other Person
         beneficially owns or holds, or directly or indirectly has the power to
         vote five percent (5%) or more (on a fully diluted basis) of the equity
         interest of such Relevant Person or (ii) if such other Person has the
         power to direct or cause the direction of the management and policies
         of such Relevant Person (whether by contract or otherwise); or

                  (2) "controlled by" or "under common control with" another
         Person if such other Person is a member of the immediate family of a
         Person which is a Related Party of such Relevant Person or is the
         executor, administrator or other personal representative of such
         Relevant Person.

         "REPORTABLE EVENT" has the meaning given to such term in ERISA.

         "REQUIRED BANKS" means (a) all Banks at any time that there are fewer
than three (3) Banks and (b) at all other times, Banks holding at least 51% of
Loans and Letter of Credit Exposure, or if no principal amount of the Loans and
no Letter of Credit Liabilities are then outstanding, Banks holding at least 51%
of the Aggregate Commitment Amount.

         "REQUIREMENT OF LAW" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its



                                       20
<PAGE>

property is subject.

         "RESERVE PERCENTAGE" means, with respect to each Interest Period
applicable to IBOR Rate Loans, a percentage (expressed as a decimal) equal to
the daily average during such Interest Period of the maximum percentages,
rounded upward to the next 1/100 of 1%, in effect on each day of such Interest
Period, as prescribed by the Federal Reserve Board (or any successor), for
determining reserve requirements (including, but not be limited to, marginal,
emergency, supplemental, special, and other reserves) applicable to
"Eurocurrency liabilities" pursuant to Regulation D or any other then applicable
regulation of the Federal Reserve Board which prescribes reserve requirements
applicable to "Eurocurrency Liabilities," as presently defined in Regulation D.
For purposes of this definition, any IBOR Rate Loans hereunder shall be deemed
to be "Eurocurrency Liabilities" as defined in Regulation D.

         "RESTATEMENT EFFECTIVE DATE" means the date this Agreement becomes
effective pursuant to SECTION 13.14.

         "SECURITY AGREEMENT" means the Amended and Restated Security Agreement
executed and delivered pursuant to SECTION 10.1.6, substantially in the form of
EXHIBIT C hereto, as amended, supplemented, restated or otherwise modified from
time to time.

         "STOCK OPTION EXERCISE" means the exercise by any Person of options or
warrants to purchase or otherwise acquire, from the Company or any of its
Material Subsidiaries, stock of the Company or any of its Subsidiaries.

         "STOCK REPURCHASE COSTS" means, without duplication, the aggregate of
(a) cash paid by the Company to the holders of issued and outstanding stock of
the Company as consideration for the repurchase by the Company of such stock and
(b) reasonable and customary commissions, underwriting fees, legal fees,
finder's fees and other similar fees and commissions in connection with such
transaction, in each case to the extent, but only to the extent, that the
amounts are actually paid to a Person that is not an Related Party of the
Company or such Subsidiary and are properly attributable to such transaction.

         "SUBORDINATED DEBT" means that portion of any liabilities, obligations
or Indebtedness of the Company which contains terms satisfactory to the Agent
and the Required Banks and is subordinated, in a manner satisfactory to the
Agent and the Required Banks, as to right and time of payment of principal and
interest thereon, to all of the Liabilities.

         "SUBSIDIARY" means, as to any Person, (a) any corporation of which or
in which such Person, such Person and one or more of its



                                       21
<PAGE>

Subsidiaries, or one or more Subsidiaries of such Person directly or indirectly
own more than 50% of the combined voting power of all classes of stock having
general voting power under ordinary circumstances to elect a majority of the
board of directors of such corporation (irrespective of whether at the time
capital stock of any other class or classes of such corporation shall or might
have voting power upon the occurrence of any contingency), (b) any partnership,
limited liability company, joint venture or similar entity of which or in which
such Person, such Person and one or more of its Subsidiaries, or one or more
Subsidiaries of such Person directly or indirectly own more than 50% of the
capital interest or profits interest or (c) any trust, association or other
unincorporated organization of which or in which such Person, and one or more of
its Subsidiaries, or one or more Subsidiaries of such Person directly or
indirectly own more than 50% of the beneficial interest. Unless the context
otherwise requires, each reference to Subsidiaries herein shall be a reference
to Subsidiaries of the Company.

         "SUBSIDIARY PLEDGE AGREEMENT" means a pledge agreement in form and
substance satisfactory to the Agent executed and delivered by a Subsidiary of
the Company pursuant to SECTION 8.21.

         "TAXES" means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of a Bank, franchise
taxes and taxes imposed on or measured by such Bank's net income or receipts.

         "TYPE", when used with respect to a Loan, shall refer to the Rate with
reference to which interest on such Loan is determined and the currency in which
such Loan is denominated. For purposes hereof, "Rate" shall mean the Base Rate
and the IBOR Rate (Reserve Adjusted), and "currency" shall include Dollars and
any Alternative Currency permitted under this Agreement.

         "UCC" means the Uniform Commercial Code as in effect in the State of
Illinois, and any successor statute, together with any regulations thereunder,
in each case as in effect from time to time. References to sections of the UCC
shall be construed to also refer to any successor sections.

         "UNMATURED EVENT OF DEFAULT" means any event or condition after the
giving of any required notice, which if it continues uncured would, with the
lapse of time or giving of notice or both, constitute an Event of Default.

         "WELFARE PLAN" means an "employee welfare benefit plan" as such term is
defined in ERISA.


                                       22
<PAGE>

         SECTION I.2. OTHER DEFINITIONAL PROVISIONS. Unless otherwise defined or
the context otherwise requires, all financial and accounting terms used herein
or in any certificate or other document made or delivered pursuant hereto shall
be defined in accordance with GAAP. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in the Disclosure Schedule and in each Loan
Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

         SECTION I.3. INTERPRETATION OF AGREEMENT. Unless otherwise specified,
references in this Agreement and in each other Loan Document to any Article or
Section are references to such Article or Section of this Agreement or such
other Loan Document, as the case may be, and, unless otherwise specified,
references in any Article, Section or definition to any clause are references to
such clause of such Article, Section or definition. Section captions used in
this Agreement are for convenience only and shall not affect the construction of
this Agreement. The words "hereof," "herein," "hereto" and "hereunder" and words
of similar import when used in this Agreement or any other Loan Document, refer
to this Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular provision of this Agreement or such other Loan
Document. The word "including" means including without limiting the generality
of any description preceding such term, and, for purposes of this Agreement and
each other Loan Document, the parties hereto agree that the rule of EJUSDEM
GENERIS shall not be applicable to limit a general statement, which is followed
by or referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

         SECTION I.4. ACCOUNTING AND FINANCIAL DETERMINATIONS. Compliance with
each of the financial ratios and restrictions contained in ARTICLE VIII shall,
except as otherwise provided herein, be determined, and all financial statements
required to be delivered hereunder, shall be prepared in accordance with, those
generally accepted accounting principles ("GAAP") applied in the preparation of
the audited financial statements referred to in SECTION 7.3.

                                   ARTICLE II

              COMMITMENTS; LOANS; LETTERS OF CREDIT; OTHER MATTERS

         SECTION II.1. COMMITMENTS. Subject to the terms and conditions of this
Agreement, each of the Banks, severally and for itself alone, agrees as follows:


                                       23
<PAGE>

         SECTION II.1.1. LOAN COMMITMENT. Pursuant to the terms of the Original
Credit Agreement BOA made loans to the Company (herein, the "BOA EXISTING
LOANS"). On the Restatement Effective Date the outstanding principal balance of
the BOA Existing Loans is [$_______________]. The BOA Existing Loans shall
continue outstanding under this Agreement, and shall be considered to be Loans
for all purposes of this Agreement and the other Loan Documents. From time to
time on any Business Day occurring prior to the Commitment Termination Date,
each Bank will make loans (each, a "LOAN") to the Company; PROVIDED, HOWEVER,
that: (a) the aggregate Dollar Equivalent of principal amount of all Loans which
any Bank shall be committed to have outstanding hereunder shall not at any time
exceed such Bank's Percentage of the lesser of (1) the Loan Availability and (2)
the Aggregate Commitment Amount, (b) the aggregate Dollar Equivalent principal
amount of all Loans which the Banks shall be committed to have outstanding
hereunder shall not at any time exceed the Loan Availability, (c) the aggregate
Dollar Equivalent principal amount of all Loans and Letters of Credit
Liabilities outstanding hereunder shall not at any time exceed the Aggregate
Commitment Amount as in effect from time to time and (d) the aggregate Dollar
Equivalent of Alternative Currency Loans shall not exceed $20,000,000. On the
terms and subject to the conditions hereof, the Company may from time to time
borrow, prepay and reborrow Loans.

         SECTION II.1.2. LETTER OF CREDIT COMMITMENT. From time to time on any
Business Day occurring prior to the Letter of Credit Commitment Termination
Date, the Issuing Bank will issue and each Lender (other than the Issuing Bank)
will participate in, Letters of Credit, in accordance with and subject to the
provisions of ARTICLE V.

         SECTION II.2.  REDUCTION OF AGGREGATE COMMITMENT AMOUNT.

         SECTION II.2.1. VOLUNTARY REDUCTION OR TERMINATION. Subject to
compliance with the requirements of SECTION 2.4.2 and SECTION 4.2.2 after giving
effect thereto, the Company may, at any time, on at least three (3) Business
Days' prior written notice received by the Agent (which shall promptly advise
each Bank), permanently reduce the Aggregate Commitment Amount by paying to the
Agent for the account of the Banks an amount equal to the sum of (a) such amount
as is necessary to reduce the outstanding Dollar Equivalent principal balance of
the Loans plus Letter of Credit Liabilities to such reduced Aggregate Commitment
Amount and (b) all accrued and unpaid interest on the amount of the Loans being
prepaid; PROVIDED, HOWEVER, that all such reductions shall be permanent, and any
partial reduction shall be in a minimum amount of $1,000,000 and in an integral
multiple of $1,000,000 in excess thereof. The Company may at any time on like
notice terminate the Commitments upon payment in full of the outstanding
principal balance of the Loans, all accrued and



                                       24
<PAGE>

unpaid interest thereon and all other outstanding Liabilities, and providing
cash collateral in a manner and amount reasonably acceptable to the Agent and
the Banks for all outstanding Letter of Credit Liabilities.

         SECTION II.2.2. MANDATORY REDUCTIONS. Commencing on the April 1st
coincident with or next following the first date after the Dollar Equivalent of
the outstanding principal balance of the Loans plus the Letter of Credit
Liabilities is $40,000,000, and continuing on each April 1st thereafter (each
such date being a "COMMITMENT REDUCTION DATE"), unless the Company is in
compliance with the requirements of SECTION 8.17.3 as of the last day of the
Fiscal Year which immediately precedes such Commitment Reduction Date, the
Aggregate Commitment Amount shall be permanently reduced by $5,000,000; IT BEING
UNDERSTOOD that on the Facility Termination Date the Aggregate Commitment Amount
shall be zero.

         SECTION II.3.  BORROWING PROCEDURE; REMITTING FUNDS.

         SECTION II.3.1. BORROWING REQUEST. Each Loan shall be made upon the
Company's irrevocable written or telephonic (promptly confirmed in writing)
notice delivered to the Agent (which shall promptly advise each Bank). Each
written notice (or confirmation of telephonic notice) shall be in the form of a
Notice of Borrowing and (except as provided below) must be received by the Agent
not later than 10:00 a.m. (Chicago, Illinois time) (a) two (2) Business Days
prior to the requested borrowing date in the case of a Borrowing of Offshore
Dollar Loans and three (3) Business Days prior to the requested borrowing date
in the case of a Borrowing of Alternative Currency Loans and (b) on the
requested borrowing date in the case of a Borrowing of Base Rate Loans,
specifying:

                  (a) the amount of the requested Loan, which shall be: (1) in
         an aggregate minimum amount of $250,000 or any multiple of $100,000 in
         excess thereof in the case of a Borrowing of Base Rate Loans, (2) in an
         aggregate minimum amount of $250,000 or any integral multiple of
         $100,000 in excess thereof in the case of a Borrowing of Offshore
         Dollar Loans and (c) in an aggregate minimum amount which is both the
         Dollar Equivalent of $250,000 and an integral multiple of 100,000 units
         of the relevant currency, in the case of a Borrowing of Alternative
         Currency Loans;

                  (b) the date of funding of the requested Borrowing, which
         shall be a Business Day;

                  (c) the Type(s) of Loan(s) comprising the Borrowing (I.E.,
         whether the Loans are to be Base Rate Loans or IBOR Rate Loans and, if
         the latter, the applicable currency), PROVIDED, that if the Notice of
         Borrowing fails to specify



                                       25
<PAGE>

         the currency for any Borrowing of IBOR Rate Loans, such Loan shall be
         denominated in Offshore Dollars; and

                  (d) if any portion of the Borrowing is to consist of IBOR Rate
         Loans, the duration of the Interest Period(s) included in such notice,
         PROVIDED, that if the Notice of Borrowing fails to specify the duration
         of the Interest Period for any Borrowing of IBOR Rate Loans, such
         Interest Period shall be 30 days.

Each telephonic notice shall be confirmed in writing in the form of a Notice of
Borrowing, executed by an Authorized Person and delivered not later than the
next following Business Day, it being understood, however, that any failure to
so confirm any telephonic notice or otherwise to comply with the provisions of
this SECTION 2.3.1 shall not affect the obligation of the Company to repay each
Loan in accordance with the terms of this Agreement and any Notes.

         SECTION II.3.2. AGENT TO NOTIFY BANKS. The Agent will promptly notify
each Bank of its receipt of any Notice of Borrowing, the amount of such Bank's
Percentage of the requested Borrowing and, if it is to be a Borrowing of IBOR
Rate Loans, the Interest Period therefor and whether it is an Offshore Dollar
Loan or an Alternative Currency Loan and, if the latter, the relevant currency.

         SECTION II.3.3. REMITTING OF FUNDS BY BANKS; DISBURSEMENT OF LOAN
PROCEEDS. (a) Each Bank will make the amount of its relevant Percentage share of
each Borrowing of Base Rate Loans available to the Agent for the account of the
Company in accordance with this SECTION 2.3.3. In the case of a Borrowing of
Base Rate Loans and Offshore Dollar Loans, each Bank shall deliver its
Percentage of the Borrowing to the Agent's Domestic Lending Office by 12:00 noon
(Chicago, Illinois time) on the borrowing date requested by the Company in funds
immediately available to the Agent. In the case of a Borrowing of an Alternative
Currency Loan, each Bank shall make its Percentage of the Borrowing available to
the Agent at such office as the Agent has previously specified in a notice to
such Bank in such funds which are then customary for the settlement of
international transactions in such currency and no later than such local time as
is necessary for such funds to be received and transferred to the Company for
same day value on the date the Loan is to be made. Subject to the provisions of
ARTICLE IX hereof, the proceeds of each Bank's Offshore Dollar Loan shall be
made available to the Company at the office of the Agent in Chicago, Illinois,
and the proceeds of each Bank's Alternative Currency Loan shall be made
available to the Company at such office as the Agent has previously agreed to
with the Company, in each case in the type of funds received by the Agent from
the Banks. The



                                       26
<PAGE>

failure of any Bank to make any Loan on any borrowing date shall not relieve any
other Bank of any obligation hereunder to make a Loan on such borrowing date,
but no Bank shall be responsible for the failure of any other Bank to make the
Loan to be made by such other Bank on any borrowing date.

                  (b) If a Bank determines that the Alternative Currency of a
requested Borrowing of Alternative Currency Loans is not available to such Bank
in sufficient amount and for a sufficient term to enable it to advance or
continue the Alternative Currency Loan requested of it as part of such requested
Borrowing and so notifies the Agent no later than 11:00 a.m (Chicago time) on
the same day it receives notice from the Agent of such requested Loan, the Agent
shall promptly so notify the Company. If the Company nevertheless desires to
borrow, such Borrowing shall be either a Borrowing of Base Rate Loans or of
Offshore Dollar Loans, as selected by the Company, and the Company must so
notify the Agent by no later than 12:00 noon (Chicago time) on such day. If the
Agent does not receive such notice from the Company by 12:00 noon (Chicago
time), the Company shall automatically be deemed to have revoked its request for
the Borrowing and the Agent will promptly notify the Banks of such revocation.
If the Company does give such notice by 12:00 noon (Chicago time), the Agent
shall so notify each Bank shall make its requested Loan as the Type of Loan
selected by the Company in accordance with the procedures set forth in this
Agreement for funding such Type of Loan.

         SECTION II.4.  LOAN OPTIONS; CONTINUATION AND CONVERSION OF LOANS.

         SECTION II.4.1. LOAN OPTIONS. Except as otherwise provided herein, all
or any portion of any Loan may be maintained as any Type of Loan, as shall be
selected by the Company from time to time. All of the Indebtedness owed to the
Banks under this Agreement and the Notes that is in the same currency, bears
interest at the same interest rate and is outstanding for the same Interest
Period is sometimes referred to in this Agreement as a "GROUP". All of the
Company's Indebtedness to the Banks which is not being maintained as IBOR Rate
Loan(s) shall constitute a single Group of Base Rate Loans, and the IBOR Rate
Loans from the Banks which are in the same currency, which bear interest at the
same interest rate for the same Interest Period shall constitute a single Group
of IBOR Rate Loans.

         SECTION II.4.2. CONTINUATION AND/OR CONVERSION OF LOANS. (a) The
Company may, upon irrevocable written or telephonic (promptly confirmed in
writing) notice delivered to the Agent:

                  (1) elect (i) as of any Business Day in the case of Base Rate
         Loans, or (ii) as of the last day of the


                                       27
<PAGE>

         applicable Interest Period in the case of a Group of IBOR Rate Loans,
         to convert all or part of the Group of Base Rate Loans, or such Group
         of IBOR Rate Loans, as applicable, into Loans of another Type; or

                  (2) elect, as of the last day of the Interest Period
         applicable to a Group of IBOR Rate Loans, to continue such Group as
         IBOR Rate Loans of the same Type with the same or a different Interest
         Period;

PROVIDED, that, before and after giving effect to any continuation or
conversion:

                  (3) each Group of IBOR Rate Loans that are Offshore Dollar
         Loans shall be in a minimum amount of $250,000 or an integral multiple
         of $100,000 in excess thereof;

                  (4) each Group of IBOR Rate Loans that are Alternative
         Currency Loans in a particular currency shall be in a minimum amount
         for which the Dollar Equivalent is $250,000 and which is an integral
         multiple of 100,000 units of such currency or, solely in the case of a
         Group of IBOR Rate Loans that are Alternative Currency Loans which are
         being continued in the same currency, if less, the same amount of such
         currency; and

                  (5) there shall not be more than seven (7) Groups of IBOR Rate
         Loans outstanding;

                  (b) Notwithstanding the foregoing:

                           (1) no portion of a Loan being maintained as a Base
         Rate Loan shall be converted into a IBOR Rate Loan, and no portion of a
         Loan being maintained as a IBOR Rate Loan shall be continued as such
         Type of Loan, less than 30 days before the Facility Termination Date;

                           (2) if at any time the aggregate outstanding
         principal balance of a Group of IBOR Rate Loans is reduced, by payment,
         prepayment, or conversion of part thereof to be less than the minimum
         amount provided in CLAUSE (3) or CLAUSE (4) of SECTION 2.4.2(A) above,
         as applicable, such Group of IBOR Rate Loans shall automatically
         convert into Base Rate Loans, and on and after such date the right of
         the Company to continue such Group of IBOR Rate Loans as, or convert
         such Group of Loans another Type of IBOR Rate Loans, shall terminate;
         and

                           (3) during the existence of an Unmatured Event of
         Default or Event of Default, the Company may not elect to



                                       28
<PAGE>

         have a Loan or portion thereof converted into or continued as an IBOR
         Rate Loan.

         (c) Each conversion or continuation of a Loan in one currency (the
"PRIOR CURRENCY") into a Loan in another currency (the "SECOND CURRENCY") shall
result in a Loan in an amount denominated in the Second Currency equal to the
equivalent in the Second Currency of the Loan amount denominated in the Prior
Currency, in each case determined by the Agent in accordance with the provisions
of SECTION 2.6.

         (d) Each notice of continuation or conversion of a Loan shall be
received by the Agent not later than 10:00 (Chicago, Illinois time) (a) two (2)
Business Days prior to the requested conversion/continuation date in the case of
a conversion into or continuation of Offshore Dollar Loans and three (3)
Business Days prior to the requested conversion/continuation date in the case of
a conversion into or continuation of Alternative Currency Loans and (b) on the
requested conversion date in the case of a conversion into Base Rate Loans,
specifying:

                           (1)      the proposed conversion/continuation date;

                           (2)      the aggregate amount of Loans to be
                  converted or continued;

                           (3)      the Type(s) of Loans resulting from the
                  proposed conversion or continuation; and

                           (4)      other than in the case of conversions into
                  Base Rate Loans, the duration of the requested Interest
                  Period.

Each written notice (or confirmation of telephonic notice) shall be in the form
of a Notice of Continuation/Conversion executed by an Authorized Person. Each
confirmation of telephonic notice shall be delivered not later than the next
following Business Day, it being understood, however, that any failure to so
confirm any telephonic notice or otherwise to comply with the provisions of this
SECTION 2.4.2 shall not affect the obligation of the Company to repay each Loan
in accordance with the terms of this Agreement and any Notes.

         (e) If upon the expiration of an Interest Period applicable to a Group
of IBOR Rate Loans, the Company has failed to select timely a new Interest
Period or the applicable currency for such Group, or if an Unmatured Event of
Default or Event of Default then exists, the Company shall be deemed to have
elected to convert such Group of IBOR Rate Loans into Base Rate Loans effective
as of the expiration date of such Interest Period.


                                       29
<PAGE>

         SECTION 2.5. BANKS' OPTION IN FUNDING OF LOANS. Each Bank may, if it
so elects, fulfill its obligation to make, continue or convert any IBOR Rate
Loan by causing one of its foreign branches or Related Parties (or an
international banking facility created by such Bank) to make or maintain such
IBOR Rate Loan; PROVIDED, HOWEVER, that such IBOR Rate Loan shall nonetheless be
deemed to have been made and to be held by such Bank, and the obligation of the
Company to repay such IBOR Rate Loan shall nevertheless be to such Bank.
Notwithstanding any provision of this Agreement to the contrary, each Bank shall
be entitled to fund and maintain its funding of all or any part of its Loans in
any manner it sees fit, it being understood, however, that for the purposes of
this Agreement all determinations hereunder shall be made as if such Bank had
actually funded and maintained each IBOR Rate Loan as an Offshore Dollar Loan or
Alternative Currency Loan in the relevant currency, as applicable, during each
Interest Period for such Loan, through the purchase of deposits in the relevant
currency having a maturity corresponding to such Interest Period and bearing an
interest rate equal to the IBOR Rate applicable to such Loan for such Interest
Period.

         SECTION 2.6. CURRENCY EQUIVALENTS.

         SECTION 2.6.1. EXCHANGE RATE. Whenever pursuant hereto the Dollar
Equivalent of an amount denominated in any Alternative Currency is to be
determined as of a date, such determination shall be made at the spot rate at
which the Agent offers to purchase such Alternative Currency with Dollars at
approximately 10:00 am., Chicago, Illinois time on such date. Whenever the
equivalent in Alternative Currency is to be determined as of a date, such
determination shall be made in accordance with the preceding sentence,
substituting for Dollars the Alternative Currency in which such equivalent is
being determined.

         SECTION 2.6.2. DETERMINATION DATE. For purposes of from time to time
determining each of (a) the Nonuse Fee referred to in SECTION 3.4.2, (b) the
Letter of Credit Fee referred to in SECTION 3.4.3, (c) the outstanding balance
of the Loans and the Letter of Credit Liabilities and (d) the Aggregate
Commitment Amount, the Dollar Equivalent of each Loan then denominated in an
Alternative Currency and of each Alternative Currency Letter of Credit shall be
determined as of each of the dates (each, a "DETERMINATION DATE") as follows:

                  (1) the date four Business Days prior to each of the following
         dates:

                  (A)      the date a Loan is made;


                                       30
<PAGE>

                  (B)      the date an IBOR Rate Loan is continued from the
                           current Interest Period of such Loan into a
                           subsequent Interest Period;

                  (C)      the date an outstanding Loan is converted from one
                           Type of Loan to another Type; or

                  (D)      the date the principal of a Loan, or portion thereof,
                           is paid or prepaid;

                  (2) on such additional dates as the Agent shall determine (or
         the Required Banks shall direct) at any time that an Event of Default
         or Unmatured Event of Default exists which is continuing.

The Dollar Equivalent of any Loan, or portion thereof, determined as of any
Determination Date, shall be deemed to remain unchanged from such determination
until the next succeeding Determination Date.

         SECTION 2.7. LOAN ACCOUNTS; NOTES.

         SECTION 2.7.1. LOAN ACCOUNTS. The Agent shall establish or cause to be
established on its books in the Company's name one or more accounts (each a
"LOAN ACCOUNT") to evidence Loans made by the Banks to the Company. The Loan
Accounts or records maintained by the Agent shall be conclusive, absent
demonstrable error, of the amount of the Loans made by each Bank to the Company
and the interest and payments thereon. Any failure so to record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Company hereunder to pay any amount owing with respect to the Loans.

         SECTION 2.7.2. NOTES. At the option of any Bank the Loans to such Bank
may be evidenced by a Note instead of or in addition to the Loan Accounts. Each
Bank is irrevocably authorized to endorse on the schedules annexed to its Note
the date, amount and maturity of each Loan made by such Bank and the amount of
each payment of principal made by the Company with respect thereto; PROVIDED,
HOWEVER, that the failure of a Bank to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise affect the
obligations of the Company hereunder or under any such Note to or to the order
of a Bank.


                                       31
<PAGE>

                                   ARTICLE III

                                INTEREST AND FEES


                                       32
<PAGE>

         SECTION 3.1. INTEREST - BASE RATE LOANS. Subject to SECTION 3.3, the
unpaid principal of each Loan or portion thereof maintained as a Base Rate Loan
shall bear interest to maturity at a rate per annum equal to the Base Rate in
effect from time to time. Accrued interest on that portion of Loans maintained
as Base Rate Loans shall be payable on each Interest Payment Date and at
maturity.

         SECTION 3.2. INTEREST - IBOR RATE LOANS. Subject to SECTION 3.3, the
unpaid principal of each Loan or portion thereof maintained as a IBOR Rate Loan
shall bear interest to maturity at a rate per annum equal to the IBOR Rate
(Reserve Adjusted) in effect for each Interest Period applicable to such Loan
plus the Applicable Margin for IBOR Rate Loans. Accrued interest on that portion
of Loans maintained as IBOR Rate Loans shall be payable on each Interest Payment
Date and at maturity.

         SECTION 3.3. INTEREST DURING EVENT OF DEFAULT. Notwithstanding
SECTION 3.1 and SECTION 3.2, at any time that an Event of Default exists, the
Company shall pay interest on the outstanding principal of each Loan, accruing
from (and including) the date such Event of Default occurs to (but excluding)
the date such Event of Default ceases to exist, at the Post Default Rate of
interest applicable to such Loan. All interest accruing at any time that an
Event of Default exists shall be payable on demand.

         SECTION 3.4.    FEES.

         SECTION 3.4.1. CLOSING FEE. The Company agrees to pay, on the
Restatement Effective Date, to the Agent for the account of the Banks that are
parties to this Agreement on the Restatement Effective Date, a closing fee of
$20,000 which will be shared equally by the Banks. At the Company's option the
amount of the fee due under this Section may be advanced to the Company as a
Loan.

         SECTION 3.4.2. NONUSE FEE. The Company agrees to pay, to the Agent
for the account of each Bank pro rata according to its Percentage, for the
period (including any portion thereof when the Banks' Commitments are suspended
by reason of any failure to satisfy any of the conditions precedent set forth in
ARTICLE X) from the Restatement Effective Date through the Commitment
Termination Date, an aggregate fee ("NONUSE FEE") equal to the sum of (a) 0.25%
per annum on the daily average amount by which the Aggregate Commitment Amount
exceeds the outstanding principal balance of the Loans plus the Letter of Credit
Liabilities by $20,000,000 or less PLUS (b) 0.375% per annum on the daily
average amount by which the Aggregate Commitment Amount exceeds the outstanding
principal balance of the Loans plus the Letter of Credit Liabilities by more
than $20,000,000. The Nonuse Fee



                                       33
<PAGE>

payable pursuant to this Section shall be payable in arrears on each Quarterly
Payment Date, commencing with the Quarterly Payment Date occurring coincident
with or next following the Restatement Effective Date, and on the Commitment
Termination Date for the period then ending for which no fee has been paid.

         SECTION 3.4.3. LETTER OF CREDIT FEES. Borrower agrees to pay to the
Agent for the account of Banks a fee (the "LETTER OF CREDIT FEE") on the
outstanding Letters of Credit, for each day that there is a Letter of Credit
outstanding, equal to the product of (a) the undrawn amount of Letters of Credit
outstanding on such day and (b) a per annum interest rate equal to the
Applicable Margin in effect on such day. The fee payable pursuant to this
Section shall be payable in arrears on each Quarterly Payment Date and on the
Facility Termination Date for the period then ended.

         SECTION 3.4.4. ARRANGEMENT FEE. The Company agrees to pay the
Arranger an arrangement fee for its own account in the amount separately agreed
to by the Company and the Arranger by the letter agreement (the "FEE LETTER")
between the Company and the Arranger dated November 12, 1999.

         SECTION 3.4.5. METHOD OF CALCULATING INTEREST AND FEES. Interest on
each Base Rate Loan shall be computed on the basis of a year consisting of 360
days and paid for actual days elapsed. Interest on each IBOR Rate Loan shall be
computed on the basis of a year consisting of 360 days and paid for actual days
elapsed, calculated as to each Interest Period from (and including) the first
day thereof to (but excluding) the last day thereof. Fees provided for in
SECTION 3.4.2 and SECTION 3.4.3 shall be computed on the basis of a year
consisting of 360 days and paid for actual days elapsed.

                                   ARTICLE IV

                          PAYMENTS; PREPAYMENTS; OFFSET

         SECTION 4.1. TIME AND PLACE OF PAYMENT BY THE COMPANY. All payments
hereunder by the Company (including payment of Reimbursement Obligations and
payments with respect to any Notes) shall be made without withholding,
deduction, recoupment, setoff or counterclaim. Except as otherwise provided in
this Agreement, all payments by the Company shall be made to the Agent for the
account of the Banks in immediately available funds prior to 12:00 noon, Chicago
time, on the date due, at the Agent's Payment Office, or at such other place as
may be designated by the Agent to the Company in writing. Any payments received
after such time shall be deemed received on the next Business Day. Whenever any
payment to be made hereunder or under any Note shall be stated to


                                       34
<PAGE>

be due on a date other than a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time shall be included in the
calculation of interest and any fees. Alternative Currency Loans shall be repaid
in the same Alternative Currency in which made, and shall be payable in such
funds then customary for settlement of international transactions in such
Alternative Currency.

         SECTION 4.2. REPAYMENT AND PREPAYMENT OF LOANS.

         SECTION 4.2.1. MANDATORY REPAYMENT. All Loans hereunder shall be
repaid by the Company on the Commitment Termination Date. In addition, the
Company shall make such repayment of the Loans as may be required as a result of
any reductions in the Aggregate Commitment Amount occurring pursuant to SECTION
2.2.2.

         SECTION 4.2.2. VOLUNTARY PREPAYMENT. Subject to SECTION 4.2.3, the
Company may prepay the principal of all Loans in whole or in part without
premium or penalty other than pursuant to SECTION 6.6. Subject to the other
provisions of this Agreement, any partial prepayment of principal shall be in a
minimum amount equal to the lesser of (a) the aggregate outstanding principal
balance of all Loans and (b) $250,000 and an integral multiple of $100,000 in
excess thereof in the case of a prepayment of Base Rate Loans, $250,000 and an
integral multiple of $100,000 in excess thereof in the case of a prepayment of
Offshore Dollar Loans, and in the case of a prepayment of Alternative Currency
Loans, an amount for which the Dollar Equivalent is not less than $250,000 and
which is an integral multiple of 100,000 units of the relevant currency.

         SECTION 4.3. OTHER PROVISIONS APPLICABLE TO PAYMENTS OF LOANS. The
Company shall give the Agent (which shall promptly advise each Bank) prior
written or telephonic notice of any intended prepayment of the Loans not later
than 10:00 a.m. (Chicago, Illinois time) (a) two (2) Business Days prior to the
intended repayment in the case of a repayment of Offshore Dollar Loans, (b)
three (3) Business Days prior to the intended repayment date in the case of a
repayment of Alternative Currency Loans and (c) on the date of repayment in the
case of a repayment of Base Rate Loans. The Company shall confirm in writing,
not later than the next following Business Day, any telephonic notice of
prepayment. Once made, a notice of prepayment or repayment shall be irrevocable.
Subject to SECTION 6.6 hereof, any repayment of IBOR Rate Loans may be made on a
day which is not the last day of the Interest Period for such Loans. All
repayments and prepayments by the Company with respect to the Loans shall be
made PRO RATA among Loans of the same Type and, if the Loans are IBOR Rate
Loans, having the same Interest Period, of all Banks.


                                       35
<PAGE>

         SECTION 4.4. PAYMENTS BY THE BANKS TO THE AGENT AND AGENT TO BANKS.

         SECTION 4.4.1. AGENT MAY ASSUME BANK PAYMENT. Unless the Agent shall
have been notified by a Bank by no later than such time as would be necessary
for such Bank to make the proceeds of its Loan available to the Agent on the
date a Borrowing is to be made hereunder that such Bank does not intend to make
the proceeds of its Loan available to the Agent, the Agent may assume that such
Bank has made such proceeds available to the Agent on such date and the Agent
may in reliance upon such assumption make available to the Company a
corresponding amount. If such corresponding amount is not in fact made available
to the Agent by such Bank, and the Agent has in fact made such amount available
to the Company, the Agent shall be entitled to receive such amount from such
Bank forthwith upon the Agent's demand, together with interest thereon in
respect of each day during the period commencing on the date such amount was
made available to the Company and ending on but excluding the date the Agent
recovers such amount, at a rate per annum equal to the Federal Funds Rate, or in
the case of an Alternative Currency Loan, the Overnight Foreign Currency Rate,
for each day as determined by the Agent (or in the case of a day which is not a
Business Day, then for the preceding day). If such amount is not received from
such Bank by the Agent immediately upon demand, the Company will, on demand,
repay to the Agent the proceeds of such Loan attributable to such Bank with
interest thereon at a rate per annum equal to the interest rate applicable to
the relevant Loan, but without such payment being considered a payment or
prepayment of an IBOR Rate Loan, so that the Company will have no liability
under SECTION 6.6 hereof with respect to such payment.

         SECTION 4.4.2. AGENT'S PAYMENTS TO BANKS. The Agent will promptly make
available to each Bank, and in like funds as are received by the Agent, such
Bank's ratable share of any payments received by the Agent from the Company.

         SETOFF 4.5. SETOFF. In addition to and not in limitation of all other
rights and remedies (including other rights of offset or banker's lien) that any
Bank or any other holder of any Note may have under applicable law, each Bank or
such other holder shall (a) upon the occurrence and during the continuance of
any Event of Default or any Unmatured Event of Default described in SECTION
9.1.8 or (b) with the consent of the Required Banks upon the occurrence and
during the continuance of any other Event of Default, have the right to
appropriate and apply to the payment of the Liabilities (whether or not then
due), in such order of application as such Bank or such other holder may elect,
any and all balances, credits, deposits (general or special, time or demand,
provisional or final), accounts or moneys of the Company then or thereafter with
such


                                       36
<PAGE>

Bank or such other holder. The Agent shall promptly advise the Company of any
such setoff and application upon learning thereof, but failure to do so shall
not affect the validity of such setoff and application. The rights of each Bank
under this Section are in addition to other rights and remedies (including other
rights of setoff under applicable law or otherwise) which such Bank may have.

                                    ARTICLE V

                                LETTERS OF CREDIT

         SECTION 5.1. REQUESTS FOR ISSUANCE OF LETTERS OF CREDIT.

         SECTION 5.1.1. DOLLAR LETTERS OF CREDIT.

         (a) By delivering to the Issuing Bank (with a copy to the Agent) not
later than two (2) Business Days (or such shorter time as the Issuing Bank may
agree in a particular instance in its sole discretion) prior to the proposed
date of issuance, a properly completed Application for a Dollar Letter of Credit
executed by an Authorized Person of the Company, together with such other
documents, instruments and/or agreements as the Issuing Bank may reasonably
require,the Issuing Bank shall, unless directed otherwise by the Agent or a Bank
as hereinafter provided, issue Dollar Letters of Credit on such terms as are
reasonably satisfactory to the Issuing Bank.

         (b) Upon receipt of an Application the Issuing Bank shall notify the
Agent and provide the Agent with a copy thereof, whereupon the Agent shall
promptly notify the other Banks thereof and provide such other Banks with a copy
of such Application. Unless the Issuing Bank has received notice from the Agent
or any Bank on or before the Business Day immediately preceding the date the
Issuing Bank is to issue a requested Letter of Credit directing the Issuing Bank
not to issue such Letter of Credit for one of the reasons set forth in SECTION
5.1.3 or because one or more conditions specified in ARTICLE X are not then
satisfied; then, subject to the terms and conditions hereof, the Issuing Bank
shall, on the requested date, issue a Letter of Credit for the account of the
Company in accordance with the Issuing Bank's usual and customary business
practices.

         SECTION 5.1.2. ALTERNATIVE CURRENCY LETTERS OF CREDIT.

         (a) The Company shall provide BOA's Chicago, Illinois office with a
written request for the issuance of each Alternative Currency Letter of Credit.
Upon receipt of such request the BOA shall notify the Agent and provide the
Agent with a copy thereof, whereupon the Agent shall promptly notify the


                                       37
<PAGE>

other Banks thereof and provide such other Banks with a copy of such request.

                  (b) BOA's Chicago, Illinois office shall promptly notify the
foreign branch, international banking facility or Related Party that will issue
the requested Letter of Credit of the Company's request therefor, and will
coordinate the preparation and completion of any documents or other materials,
and the providing of any information, required by such foreign branch,
international banking facility or Related Party as a condition to its issuance
of such Letter of Credit. Unless the Issuing Bank has received notice from the
Agent or any Bank on or before the Business Day immediately preceding the date
the requested Alternative Currency Letter of Credit is to be issued directing
that such Letter of Credit not be issued for one of the reasons set forth in
SECTION 5.1.3 or because one or more conditions specified in ARTICLE X are not
then satisfied, the requested Alternative Currency Letter of Credit shall be
issued by the applicable foreign branch, international banking facility or
foreign Related Party of BOA on such terms as are reasonably satisfactory to it.

         SECTION 5.1.3. ADDITIONAL CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT.
Notwithstanding the foregoing, the Issuing Bank shall not be required to issue,
and no Bank shall be required to incur Letter of Credit Exposure with respect
to, any Letter of Credit if, before or after giving effect to the issuance of
such Letter of Credit:

                  (a) any order, judgment or decree of any Governmental
         Authority or arbitrator shall by its terms purport to enjoin or
         restrain the Issuing Bank from issuing such Letter of Credit, or any
         Requirement of Law applicable to the Issuing Bank or any request or
         directive (whether or not having the force of law) from any
         Governmental Authority with jurisdiction over the Issuing Bank shall
         prohibit, or request that the Issuing Bank refrain from, the issuance
         of letters of credit generally or such Letter of Credit in particular
         or shall impose upon the Issuing Bank with respect to such Letter of
         Credit any restriction, reserve or capital requirement (for which the
         Issuing Bank is not otherwise compensated hereunder), or shall impose
         upon the Issuing Bank any unreimbursed loss, cost or expense which the
         Issuing Bank in good faith deems material to it;

                  (b) the Issuing Bank has received written notice from any
         Bank, the Agent or the Company, on or prior to the Business Day prior
         to the requested date of issuance of such Letter of Credit, that one or
         more of the applicable conditions contained in ARTICLE X is not then
         satisfied;


                                       38
<PAGE>

                  (c) the expiry date of any requested Letter of Credit is after
         the Facility Termination Date, unless all of the Banks have approved
         such expiry date in writing;

                  (d) any requested Letter of Credit does not provide for
         drafts, or is not otherwise in form and substance reasonably acceptable
         to the Issuing Bank, or the issuance of a Letter of Credit shall
         violate any applicable policies of the Issuing Bank;

                  (e) such Letter of Credit is denominated in a currency other
         than Dollars or an Alternative Currency; or

                  (f) either (i) the aggregate Letter of Credit Liabilities
         exceeds or would exceed the Letter of Credit Facility Amount or (ii)
         such Bank's Letter of Credit Exposure, together with the aggregate
         Dollar Equivalent of outstanding principal amount of all Loans of such
         Bank, exceeds or would exceed such Bank's Percentage of the Aggregate
         Commitment Amount.

         SECTION 5.2. AMENDMENT AND RENEWAL OF LETTERS OF CREDIT.

         SECTION 5.2.1. DOLLAR LETTERS OF CREDIT.

                  (a) From time to time while a Letter of Credit is outstanding
and prior to the Facility Termination Date, the Issuing Bank will, upon the
written request of the Company received by the Issuing Bank (with a copy sent by
the Company to the Agent) at least ten (10) Business Days (or such shorter time
as the Issuing Bank may agree in a particular instance in its sole discretion)
prior to the proposed date of amendment, amend any Dollar Letter of Credit
issued by it. Each such request for amendment of a Dollar Letter of Credit shall
be made by facsimile, confirmed immediately in an original writing, made in such
form as the Issuing Bank shall require and shall specify in form and detail
satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii)
the proposed date of amendment of the Letter of Credit (which shall be a
Business Day); (iii) the nature of the proposed amendment; and (iv) such other
matters as the Issuing Bank may require. The Issuing Bank shall be under no
obligation to amend any Dollar Letter of Credit if: (1) the Issuing Bank would
have no obligation at such time to issue such Letter of Credit in its amended
form under the terms of this Agreement; or (2) the beneficiary of any such
Letter of Credit does not accept the proposed amendment to the Letter of Credit.
No Bank shall be obligated to participate in any amended Dollar Letter of Credit
if such Bank would have no obligation at such time to participate in such Letter
of Credit in its amended form under the terms of this Agreement if such Letter
of Credit were newly issued pursuant to ARTICLE V. The Agent will promptly



                                       39
<PAGE>

notify the Banks of the receipt by it of any request to amend a Letter of
Credit.

         (b) The Issuing Bank and the Banks agree that, while a Dollar Letter of
Credit is outstanding and prior to the Facility Termination Date, at the option
of the Company and upon the written request of the Company received by the
Issuing Bank (with a copy sent by the Company to the Agent) at least thirty (30)
days (or such shorter time as the Issuing Bank may agree in a particular
instance in its sole discretion) prior to the proposed date of notification of
renewal, the Issuing Bank shall be entitled to authorize the automatic renewal
of any Dollar Letter of Credit issued by it. Each such request for renewal of a
Dollar Letter of Credit shall be made by facsimile, confirmed immediately in an
original writing, in such form as the Issuing Bank shall require, and shall
specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of
Credit to be renewed; (ii) the proposed date of notification of renewal of the
Letter of Credit (which shall be a Business Day); (iii) the revised expiry date
of the Letter of Credit; and (iv) such other makers as the Issuing Bank may
require. The Issuing Bank shall be under no obligation so to renew any Dollar
Letter of Credit if: (1) the Issuing Bank would have no obligation at such time
to issue or amend such Letter of Credit in its renewed form under the terms of
this Agreement; or (2) the beneficiary of any such Letter of Credit does not
accept the proposed renewal of such Letter of Credit. No Bank shall be obligated
to participate in any renewal of any Dollar Letter of Credit if such Bank would
have no obligation at such time to participate in such Letter of Credit in its
renewed form under the terms of this Agreement if such Letter of Credit were
newly issued pursuant to this ARTICLE V. If any outstanding Dollar Letter of
Credit shall provide that it shall be automatically renewed unless the
beneficiary thereof receives notice from the Issuing Bank that such Letter of
Credit shall not be renewed, and if at the time of renewal the Issuing Bank
would be entitled to authorize the automatic renewal of such Letter of Credit in
accordance with this PARAGRAPH (B) upon the request of the Company but the
Issuing Bank shall not have received any required amendment or renewal
application from the Company with respect to such renewal or other written
direction by the Company with respect thereto, the Issuing Bank shall
nonetheless be permitted to allow such Letter of Credit to renew, and the
Company and the Banks hereby authorize such renewal, and, accordingly, the
Issuing Bank shall be deemed to have received a duly completed request from the
Company requesting such renewal.

         (c) The Issuing Bank may, at its election (or as required by the Agent
at the direction of the Required Banks), deliver any notices of termination or
other communications to any Dollar Letter of Credit beneficiary or transferee,
and take any


                                       40
<PAGE>

other action as necessary or appropriate, at any time and from time to time, in
order to cause the expiry date of such Letter of Credit to be a date not later
than the Facility Termination Date.

         (d) The Issuing Bank will also deliver to the Agent, concurrently or
promptly following its delivery of a Dollar Letter of Credit, or amendment to or
renewal of a Dollar Letter of Credit, to an advising bank or a beneficiary, a
true and complete copy of each such Letter of Credit or amendment to or renewal
of such Letter of Credit.

         SECTION 5.2.2. ALTERNATIVE CURRENCY LETTERS OF CREDIT.

         (a) Alternative Currency Letters of Credit shall be amended and/or
renewed in accordance with and subject to the policies and procedures of the
foreign branch, international banking facility or foreign Related Party that
issued such Letter of Credit. In addition, the Issuing Bank shall be under no
obligation to amend or renew any Alternative Currency Letter of Credit if: (1)
it would have no obligation at such time to issue or amend such Letter of Credit
in its amended or renewed form under the terms of this Agreement; or (2) the
beneficiary of any such Letter of Credit does not accept the proposed amendment
to or renewal of the Letter of Credit. No Bank shall be obligated to participate
in any amended or renewed Alternative Currency Letter of Credit if such Bank
would have no obligation at such time to participate in such Letter of Credit in
its amended or renewed form under the terms of this Agreement if such Letter of
Credit were newly issued pursuant to ARTICLE V. The Agent will promptly notify
the Banks of the receipt by it of any request to amend or renew a Letter of
Credit.

         (b) The Issuing Bank may, at its election (or as required by the Agent
at the direction of the Required Banks), deliver any notices of termination or
other communications to any Alternative Currency Letter of Credit beneficiary or
transferee, and take any other action as necessary or appropriate, at any time
and from time to time, in order to cause the expiry date of such Letter of
Credit to be a date not later than the Facility Termination Date.

         (c) The Issuing Bank will also deliver to the Agent, concurrently or
promptly following its receipt of a copy of any Alternative Currency Letter of
Credit, or amendment to or renewal thereof, to an advising bank or a
beneficiary, a true and complete copy of each such Letter of Credit or amendment
to or renewal of such Letter of Credit.

         SECTION 5.3. LETTER OF CREDIT PROVISIONS. Each Letter of Credit shall,
by its terms:


                                       41
<PAGE>

                  (a) be stated to expire on a date (its "EXPIRY DATE") which is
         not later than the earlier of (1) one year from its date of issuance
         and (2) sixty (60) Business Days prior to the Facility Termination
         Date; and

                  (b) on or prior to its Expiry Date: (1) terminate immediately
         upon notice to the Agent or Issuing Bank from the beneficiary
         thereunder that all obligations covered thereby have been terminated,
         paid, or otherwise satisfied in full; and (2) reduce in part
         immediately and to the extent the beneficiary thereunder has notified
         the Agent or Issuing Bank that the obligations covered thereby have
         been paid or otherwise satisfied in part.

         SECTION 5.4. ISSUING BANK'S EXPENSES. The Company agrees to pay to the
Issuing Bank all administrative expenses of the Issuing Bank (including any
applicable foreign branch, international banking facility or foreign Related
Party) in connection with the issuance, amendment, maintenance, modification (if
any) and administration of each Letter of Credit, in accordance with the Issuing
Bank's published fees as in effect from time to time, upon demand from time to
time.

         SECTION 5.5. BANKS' PURCHASE OF PARTICIPATION IN LETTERS OF CREDIT.

         (a) Each Letter of Credit issued pursuant to this ARTICLE V shall,
effective upon its issuance and without further action, be issued on behalf of
all Banks (including the Issuing Bank) PRO RATA according to their respective
Percentages. Simultaneously with the issuance by the Issuing Bank of any Letter
of Credit, each Bank (other than the Issuing Bank) shall be deemed to have
irrevocably and unconditionally purchased and received from the Issuing Bank,
without recourse or warranty, an undivided interest and participation in such
Letter of Credit, including, without limitation, all obligations of the Company
with respect thereto and any security therefor or guarantees pertaining thereto,
in an amount equal to such Bank's Percentage of the amount of such Letter of
Credit, and shall be responsible to reimburse the Issuing Bank promptly for any
Reimbursement Obligations which have not been reimbursed in accordance with
SECTION 5.7, or which have been reimbursed but must be returned, restored or
disgorged by the Issuing Bank for any reason. In the event that the Issuing Bank
shall not be reimbursed, or if for any reason Loans shall not be made to fund
any Reimbursement Obligation, all as provided in SECTION 5.7, and in an amount
equal to the amount of any drawing honored by the Issuing Bank under a Letter of
Credit, or in the event the Issuing Bank must for any reason return or disgorge
such reimbursement, the Issuing Bank shall promptly notify the Agent (which
shall promptly notify each other Bank) of the unreimbursed amount of such
drawing and of such Bank's


                                       42
<PAGE>

respective participation therein. Each Bank shall make available to the Agent,
for the account of the Issuing Bank, whether or not any Unmatured Event of
Default or Event of Default shall have occurred and be continuing, an amount
equal to its respective Percentage of such Reimbursement Obligation in same day
or immediately available funds at the office of the Agent not later than 12:00
o'clock noon, Chicago, Illinois time, on the Business Day after the date
notified by the Agent or the Issuing Bank. The obligation of each Bank (other
than the Issuing Bank) to provide the Agent with such Bank's Percentage of the
amount of any payment or disbursement made by the Issuing Bank under any
outstanding Letter of Credit shall be absolute and unconditional under any and
all circumstances and irrespective of any setoff, counterclaim or defense to
payment which such Bank may have or have had against a beneficiary of any Letter
of Credit or any transferee of any Letter of Credit (or any Person for whom any
such transferee may be acting), the Agent, the Issuing Bank, any other Bank or
any other Person, whether in connection with this Agreement, the Application,
any Letter of Credit, the transactions contemplated herein or any unrelated
transactions, including, without limitation, (1) any defense based on the
failure of the demand for payment under such Letter of Credit to conform to the
terms of such Letter of Credit, (2) any draft, certificate or any other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect, (3) the legality, validity, regularity or
enforceability of this Agreement or such Letter of Credit, (4) the identity of
the transferee of such Letter of Credit or the sufficiency of any transfer if
such Letter of Credit is transferable, (5) any failure of the Agent or the
Issuing Bank to provide timely notice to the Bank of any drawing under any
Letter of Credit or (6) the occurrence or continuance of any Event of Default or
Unmatured Event of Default. In the event that any Bank fails to make available
to the Issuing Bank the amount of such Bank's Percentage of such Reimbursement
Obligation as provided herein, the Issuing Bank shall be entitled to recover
such amount from such Bank on demand together with interest at the daily average
Federal Funds Rate for three Business Days (together with such other
compensatory amounts as may be required to be paid by such Bank to the Agent
pursuant to the Rules for Interbank Compensation of the Council on International
Banking or the Clearinghouse Compensation Committee, as the case may be, as in
effect from time to time) and thereafter at the rate of interest from time to
time applicable to Base Rate Loans. Notwithstanding the foregoing, nothing in
this Section shall be deemed to prejudice the right of any Bank to recover from
the Issuing Bank any amounts made available by such Bank to the Issuing Bank
pursuant to this Section in the event of a final determination by a court of
competent jurisdiction that the payment with respect to a Letter of Credit by
the Issuing Bank in

                                       43
<PAGE>

respect of which payment was made by such Bank constituted
gross negligence or wilful misconduct on the part of the Issuing Bank. The
Issuing Bank shall distribute to each other Bank which has paid all amounts
payable by it under this Section with respect to any Letter of Credit, such
other Bank's Percentage of all payments received by the Issuing Bank in
reimbursement of drawings honored by the Issuing Bank under such Letter of
Credit when such payments are received. If any Bank shall fail to pay the amount
of its participation in a Letter of Credit drawing on the date such amount is
due in accordance with this Section, the Issuing Bank shall be deemed to have
advanced funds in such amount on behalf of such other Bank. Each such advance
shall be secured by such other Bank's participation interest herein, and the
Issuing Bank shall be subrogated to such other Bank's rights hereunder in
respect thereof. At the option of the Issuing Bank, such advance may be repaid
by the Agent's turning over to the Issuing Bank, for application by the Issuing
Bank to amounts owed to the Issuing Bank by such other Bank, of any payment
received by the Agent or the Issuing Bank which such other Bank is otherwise
entitled to receive under this Agreement. Any amount not paid by such other Bank
to the Issuing Bank hereunder shall bear interest for each day from the day such
payment was due until such payment shall be paid in full at a rate per annum
equal to the daily average Federal Funds Rate for three Business Days and
thereafter at the rate of interest from time to time applicable to Base Rate
Loans. The obligations of each Bank under this Section shall continue until the
last to occur of (a) the Letter of Credit Commitment Termination Date and (b)
the date the Letter of Credit Liabilities have been reduced to zero.

         SECTION 5.6. DISBURSEMENTS. The Issuing Bank will notify the Company
and the Agent promptly of the presentment for payment of any Letter of Credit,
together with notice of the date (a "DISBURSEMENT DATE") such payment shall be
made. Subject to the terms and provisions of such Letter of Credit, the Issuing
Bank shall make such payment to the beneficiary (or its designee) of such Letter
of Credit.

         SECTION 5.7. REIMBURSEMENT OF DRAWINGS UNDER LETTERS OF CREDIT.

         (a) The Company irrevocably agrees to reimburse the Issuing Bank prior
to 12:00 noon, Chicago, Illinois time, on the Disbursement Date with respect to
each Letter of Credit for each payment made by the Issuing Bank under or
pursuant to each such Letter of Credit. To the extent the Issuing Bank is not so
reimbursed by the Company in accordance with this Section, the Company's
obligation (its "REIMBURSEMENT OBLIGATION") shall accrue interest until paid at
the Default Rate applicable to Base Rate Loans, such interest to be payable on
demand.


                                       44
<PAGE>

         (b) The Company's Reimbursement Obligation shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
protest, counterclaim or defense to payment which the Company or any of its
Subsidiaries may have or have had against the Issuing Bank or any other Person
(other than any defense based on the failure of the demand for payment under
such Letter of Credit and the documents presented in connection therewith to
substantially conform to the terms of such Letter of Credit), including any
draft, demand or certificate or other document presented under a Letter of
Credit proving to be forged, fraudulent, invalid or insufficient, the legality,
validity, regularity or enforceability of such Letter of Credit, or the identity
of the transferee of such Letter of Credit or the sufficiency of any transfer if
such Letter of Credit is transferable. The Company assumes all risks of the acts
or omissions of the user of any Letters of Credit and all risks of the misuse of
a Letter of Credit. Neither the Issuing Bank nor any of its correspondents, nor
the Agent or any other Bank, shall be responsible: (1) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document specified in
an Application even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent, or forged; (2) for the validity
or sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any Letter of Credit or any of the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (3) for failure of any draft to bear any
reference or adequate reference to any Letter of Credit, or failure of anyone to
note the amount of any disbursement on the reverse of any Letter of Credit or to
surrender or to take up any Letter of Credit or to send forward any such
document apart from drafts as required by the terms of any Letter of Credit,
each of which provisions, if contained in the Letter of Credit itself, it is
agreed, may be waived by the Issuing Bank; (4) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher; (5) for
any error, neglect, default, suspension or insolvency of any correspondents of
the Issuing Bank; (6) for errors in translation or for errors in interpretation
of technical terms; (7) for any loss or delay, in the transmission or otherwise,
of any such document or draft or of proceeds thereof; (8) for the misapplication
by the beneficiary of a Letter of Credit or of the proceeds of any drawing under
such Letter of Credit; (9) for any consequences arising from causes beyond the
control of the Agent, the Issuing Bank and the other Banks, including, without
limitation, any act or omission, rightful or wrongful, of any present or future
de jure or de facto government or governmental authority; or (10) for any other
circumstances whatsoever in making or failing to make payment under any Letter
of Credit, except only that Company shall have a claim against the Issuing



                                       45
<PAGE>

Bank, and the Issuing Bank shall be liable to the Company to the extent, but
only to the extent, of any direct, as opposed to consequential, damages suffered
by the Company which the Company proves were caused by the Issuing Bank's wilful
misconduct or gross negligence. None of the above shall affect, impair or
prevent the vesting of any of the rights or powers of the Issuing Bank, the
Agent or any of the other Banks. The Issuing Bank shall have the right to
transmit the terms of any Letter of Credit in English without translating them.

         (c) In the event the Issuing Bank is not reimbursed by the Company on
the Disbursement Date, or if the Issuing Bank must for any reason return or
disgorge such reimbursement, the Banks (including Issuing Bank) shall, on the
terms and subject to the conditions of this Agreement, fund the Reimbursement
Obligation therefor by making, on the next Business Day, Loans which are Base
Rate Loans as provided in SECTION 2.1.1 (the Company being deemed to have given
a timely request therefor for such amount); PROVIDED, HOWEVER, for the purpose
of determining the availability of the Commitments to make Loans immediately
prior to giving effect to the application of the proceeds of such Loans, such
Reimbursement Obligation shall be deemed not to be outstanding at such time.

         SECTION 5.8. DEEMED DISBURSEMENTS. Upon the occurrence and during the
continuation of any Event of Default or the occurrence of the Commitment
Termination Date, an amount equal to that portion of Letter of Credit
Liabilities attributable to outstanding and undrawn Letters of Credit shall, at
the election of the Issuing Bank, and without demand upon or notice to the
Company, be deemed to have been paid or disbursed by the Issuing Bank under such
Letters of Credit (notwithstanding that such amount may not in fact have been so
paid or disbursed), and, upon notification by the Issuing Bank to the Agent and
the Company of its obligations under this Section, the Company shall be
immediately obligated to reimburse the Issuing Bank the amount deemed to have
been so paid or disbursed by such Issuer. Any amounts so received by the Issuing
Bank from the Company pursuant to this Section shall be delivered by the Issuing
Bank to the Agent and held as collateral security (a) first, for the repayment
of the Company's obligations in connection with the Letters of Credit and (b)
second, for all other Liabilities of the Company. At any time when such Letters
of Credit shall terminate and all obligations of the Issuing Bank in respect of
Letters of Credit are either terminated or paid or reimbursed in full, the
Liabilities of the Company under this Section shall be reduced accordingly
(subject, however, to reinstatement in the event any payment in respect of such
Letters of Credit is recovered in any manner from the Issuing Bank). Provided no
Unmatured Event of Default or Event of Default then exists, the Issuing Bank or
the Agent, as the case may be, will return to the



                                       46
<PAGE>

Company the excess, if any, of (a) the aggregate amount deposited by Borrower
with the Issuing Bank and/or the Agent and not theretofore applied by the
Issuing Bank to any Reimbursement Obligation OVER (b) the aggregate amount of
all Reimbursement Obligations to the Issuing Bank pursuant to this Section, as
so adjusted. At such time when all Unmatured Events of Default and Events of
Default shall have been cured or waived, the Issuing Bank shall return to the
Company all amounts then on deposit with the Issuing Bank pursuant to this
Section.

         SECTION 5.9. INCREASED COSTS; INDEMNITY. If by reason of

                  (a) any change in any applicable Requirement of Law, any
         change in the interpretation or application thereof by any judicial or
         Governmental Authority, or

                  (b) compliance by any Bank (including the Issuing Bank) with
         any direction, request or requirement (whether or not having the force
         of law) of any governmental or monetary authority, including Regulation
         D of the Federal Reserve Board:

                           (1) any Bank (including the Issuing Bank) shall be
                  subject to any tax (other than taxes on net income and
                  franchises), levy, charge or withholding of any nature or to
                  any variation thereof or to any penalty with respect to the
                  maintenance or fulfillment of its obligations under this
                  ARTICLE V, whether directly or by such being imposed on or
                  suffered by such Bank;

                           (2) any reserve, deposit or similar requirement is or
                  shall be applicable, imposed or modified in respect of any
                  Letters of Credit issued by the Issuing Bank or participation
                  therein purchased by any Bank; or

                           (3) there shall be imposed on the Issuing Bank or any
                  Bank any other condition regarding this ARTICLE V, any Letter
                  of Credit or any participation therein;

and the result of the foregoing is directly or indirectly to increase the cost
to the Issuing Bank or such Bank of issuing, making or maintaining any Letter of
Credit or of purchasing or maintaining any participation therein, or to reduce
any amount receivable in respect thereof by the Issuing Bank or such Bank, then
and in any such case the Issuing Bank or such Bank may, at any time after the
additional cost is incurred or the amount received is reduced, notify the
Company thereof, and the Company shall pay on demand such amounts as the Issuing
Bank or Bank may specify to be necessary to compensate the Issuing Bank or such
Bank for such additional cost or reduced receipt, together with



                                       47
<PAGE>

interest on such amount from the date demanded until payment in full thereof at
a rate equal at all times to the rate of interest applicable to Base Rate Loans.
The determination by the Issuing Bank or Bank, as the case may be, of any amount
due pursuant to this Section, as set forth in a statement setting forth the
calculation thereof in reasonable detail, shall, in the absence of manifest
error, be final and conclusive and binding on all of the parties hereto. In
addition to amounts payable as elsewhere provided in this ARTICLE V, the Company
hereby agrees to protect, indemnify, pay and save the Issuing Bank harmless from
and against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable Attorney's Fees) which the Issuing
Bank may incur or be subject to as a consequence, direct or indirect, of

                  (c) the issuance of the Letters of Credit, other than as a
         result of the gross negligence or wilful misconduct of the Issuing Bank
         as determined by a court of competent jurisdiction, or

                  (d) the failure of the Issuing Bank to honor a drawing under
         any Letter of Credit as a result of any act or omission, whether
         rightful or wrongful, of any present or future de jure or de facto
         government or governmental authority.

         The obligations of the Company under this SECTION 5.9 shall survive
termination of this Agreement and payment of all other Liabilities.

                                   ARTICLE VI

            ADDITIONAL PROVISIONS RELATING TO IBOR RATE LOANS; TAXES;
             YIELD PROTECTION; INDEMNIFICATION; SHARING OF PAYMENTS

         SECTION 6.1. TAXES. Any and all payments by the Company to the Agent
or any Bank under this Agreement and any other Loan Document shall be made free
and clear of, and without deduction or withholding for, any Taxes. In addition,
the Company shall pay all Other Taxes.

         SECTION 6.1.1. REQUIRED PAYMENTS BY THE COMPANY. If the Company shall
be required by law to deduct or withhold from any payment due under this
Agreement or any other Loan Document, any Taxes, Other Taxes or Further Taxes
from or in respect of any sum payable hereunder to the Agent or any Bank, then:

                  (a) the sum payable shall be increased as necessary so that,
         after making all required deductions and withholdings (including
         deductions and withholdings applicable to



                                       48
<PAGE>

         additional sums payable under this Section), such Bank or the Agent, as
         the case may be, receives and retains an amount equal to the sum it
         would have received and retained had no such deductions or withholdings
         been made;

                  (b) the Company shall make such deductions and withholdings;

                  (c) the Company shall pay the full amount deducted or withheld
         to the relevant taxing authority or other authority in accordance with
         applicable law; and

                  (d) the Company shall also pay to each Bank, or the Agent for
         the account of each Bank, at the time interest is paid, Further Taxes
         in the amount that the respective Bank specifies as necessary to
         preserve the after-tax yield the Bank would have received if such
         Taxes, Other Taxes or Further Taxes had not been imposed.

         SECTION 6.1.2. COMPANY TO INDEMNIFY. The Company agrees to indemnify
and hold harmless the Agent and each Bank for full amount of (a) Taxes, (b)
Other Taxes, and (c) Further Taxes in the amount that the Agent or such Bank
specifies as necessary to preserve the after-tax yield it would have received if
such Taxes, Other Taxes or Further Taxes had not been imposed, and any liability
(including penalties, interest, additions to tax and expenses) arising therefrom
or with respect thereto, whether or not such Taxes, Other Taxes or Further Taxes
were correctly or legally asserted. Payment under this indemnification shall be
made within 30 days after the date the Agent or the affected Bank makes written
demand therefor.

         SECTION 6.1.3. REPAYMENT BY BANKS; PROTEST BY THE COMPANY. If a Bank
receives a refund in respect of any Taxes, Other Taxes or Further Taxes as to
which it has been indemnified by the Company or with respect to which the
Company (or any Person acting on behalf of the Company) has paid additional
amounts pursuant to SECTION 6.1, it shall promptly repay such refund (but only
to the extent on the indemnity payments made, or additional amounts paid, by or
on behalf of the Company under SECTION 6.1 with respect to Taxes, Other Taxes
and Future Taxes giving rise to such refund). To the extent the Company protests
the correctness or legality of any Taxes, Other Taxes or Further Taxes as to
which the Company has indemnified a Bank, such Bank agrees to cooperate fully
with the Company in connection with such protest, provided the Company
indemnifies such Bank for its costs and expenses incurred in connection with
such cooperation.

         SECTION 6.1.4. COMPANY TO FURNISH RECEIPT. Within 30 days after the
date of any payment by the Company of Taxes, Other Taxes or Further Taxes, the
Company shall furnish to each Bank or



                                       49
<PAGE>

the Agent the original or a certified copy of a receipt evidencing payment
thereof, or other evidence of payment satisfactory to the Agent or such Bank.

         SECTION 6.1.5. WITHHOLDING TAX. (a) If any Bank is a "foreign
corporation, partnership or trust" within the meaning of the Code and such Bank
claims exemption from, or a reduction of, U.S. withholding tax under Sections
1441 or 1442 of the Code, such Bank agrees with and in favor of the Agent, to
deliver to the Agent and the Company:

                           (1) if such Bank claims an exemption from, or a
                  reduction of, withholding tax under a United States tax
                  treaty, two properly completed and executed copies of IRS Form
                  1001 before the payment of any interest in the first calendar
                  year and before the payment of any interest in each third
                  succeeding calendar year during which interest may be paid
                  under this Agreement;

                           (2) if such Bank claims that interest paid under this
                  Agreement is exempt from United States withholding tax because
                  it is effectively connected with a United States trade or
                  business of such Bank, two properly completed and executed
                  copies of IRS Form 4224 before the payment of any interest is
                  due in the first taxable year of such Bank and in each
                  succeeding taxable year of such Bank during which interest may
                  be paid under this Agreement; and

                           (3) such other form or forms as may be required under
                  the Code or other laws of the United States as a condition to
                  exemption from, or reduction of, United States withholding
                  tax.

Such Bank agrees to promptly notify the Agent and the Company of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

                (b) If any Bank claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 and
such Bank sells, assigns, grants a participation in, or otherwise transfers all
or part of the Liabilities of the Company to such Bank, such Bank agrees to
notify the Agent and the Company of the percentage amount in which it is no
longer the beneficial owner of Liabilities of the Company to such Bank. To the
extent of such percentage amount, the Agent and the Company will treat such
Bank's IRS Form 1001 as no longer valid.

                (c) If any Bank claiming exemption from United States
withholding tax by filing IRS Form 4224 with the Agent and Bank sells, assigns,
grants a participation in, or otherwise transfers



                                       50
<PAGE>

all or part of the Liabilities of the Company to such Bank, such Bank agrees to
undertake sole responsibility for complying with the withholding tax
requirements imposed by Sections 1441 and 1442 of the Code.

                (d) If any Bank is entitled to a reduction in the applicable
withholding tax, the Agent and the may withhold from any interest payment to
such Bank an amount equivalent to the applicable withholding tax after taking
into account such reduction. However, if the forms or other documentation
required by subsection (a) of this Section are not delivered to the Agent and
Company then the Agent and Company may withhold from any interest payment to
such Bank not providing such forms or other documentation an amount equivalent
to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code,
without reduction, notwithstanding the first sentence of.

                (e) If any Governmental Authority of the United States or other
jurisdiction asserts a claim that the Agent or the Company did not properly
withhold tax from amounts paid to or for the account of any Bank (because the
appropriate form was not delivered or was not properly executed, or because such
Bank failed to notify the Agent and the Company of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax ineffective,
or for any other reason) such Bank shall indemnify the Agent and the Company
fully for all amounts paid, directly or indirectly, by the Agent or the Company
as tax or otherwise, including penalties and interest, and including any taxes
imposed by any jurisdiction on the amounts payable to the Agent or the Company
under this Section, together with all costs and expenses (including reasonable
Attorney's Fees). The obligation of the Banks under this subsection shall
survive termination of this Agreement, the payment of all other Liabilities and
the resignation or replacement of the Agent.

        SECTION 6.2. ILLEGALITY. (a) If any Bank determines that the
introduction of any Requirement of Law, or any change in any Requirement of Law,
or in the interpretation or administration of any Requirement of Law, has made
it unlawful, or that any central bank or other Governmental Authority has
asserted that it is unlawful, for such Bank or its applicable Lending Office to
make IBOR Rate Loans (or to make Loans denominated in a particular Alternative
Currency), then, on notice thereof by such Bank through the Agent, any
obligation of the Banks to make IBOR Rate Loans, or IBOR Rate Loans in such
Alternative Currency, as applicable, shall be suspended until the affected Bank
notifies the Agent and the Company that the circumstances giving rise to such
determination no longer exist, and all Loans which would otherwise be made as
IBOR Rate Loans, or IBOR Rate Loans in such Alternative Currency, as applicable,
shall be made as Base Rate Loans.


                                       51
<PAGE>

                (b) If a Bank determines that it is unlawful to maintain any
IBOR Rate Loan, the Company shall, upon its receipt of notice of such fact and
demand from such Bank (with a copy to the Agent), prepay in full such IBOR Rate
Loan of that Bank then outstanding, together with interest accrued thereon and
amounts required under SECTION 7.5, either on the last day of the Interest
Period thereof, if the Bank may lawfully continue to maintain such IBOR Rate
Loan to such day, or immediately, if the Bank may not lawfully continue to
maintain such IBOR Rate Loan. If the Company is required to so prepay any IBOR
Rate Loan, then concurrently with such prepayment, the Company shall borrow from
the affected Bank, in the amount of such repayment, a Base Rate Loan.

        SECTION 6.3. INCREASED COSTS AND REDUCTION OF RETURN. If any Bank
determines that, due to either (i) the introduction of or any change (other than
any change by way of imposition of or increase in reserve requirements included
in the calculation of the IBOR Rate) in or in the interpretation of any
Requirement of Law or (ii) the compliance by that Bank with any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law), there shall be any increase in the cost to such Bank
of agreeing to make or making, funding or maintaining any IBOR Rate Loans, then
the Company shall be liable for, and shall from time to time, within fifteen
(15) days following receipt of written demand (with a copy of such demand to be
sent to the Agent), pay to the Agent for the account of such Bank, additional
amounts as are sufficient to compensate such Bank for such increased costs.

         SECTION 6.4. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.
If with respect to any Interest Period applicable to an Offshore Dollar Loan or
Alternative Currency Loan:

        (a) deposits in the relevant currency (in the applicable amounts) are
not being offered to one or more Banks in the relevant market for such Interest
Period, or the Agent otherwise reasonably determines (which determination shall
be binding and conclusive on the Company) that by reason of circumstances
affecting the interbank eurocurrency market adequate and reasonable means do not
exist for ascertaining the IBOR Rate applicable to such Loan;

        (b) Banks having an aggregate Percentage of 35% or more advise the Agent
that the IBOR Rate (Reserve Adjusted) as determined by the Agent will not
adequately and fairly reflect the cost to such Banks of maintaining or funding
such Loans for such Interest Period, or that the making or funding of Offshore
Dollar Loans or Alternative Currency Loans, as applicable, has become
impracticable as a result of an event occurring after the



                                       52
<PAGE>

Restatement Effective Date which in the opinion of such Banks materially affects
such Loans,

THEN the Agent shall promptly notify the other parties thereof and, so long as
such circumstances shall continue, (i) no Bank shall be under any obligation to
make or convert into an IBOR Rate Loan or the applicable currency and (ii) on
the last day of the current Interest Period for each IBOR Rate Loan in such
currency, such Loan shall, unless then repaid in full, automatically convert to
a Base Rate Loan.

        SECTION 6.5. CAPITAL ADEQUACY. If any Bank shall have determined that
(a) the introduction of any Capital Adequacy Regulation, (b) any change in any
Capital Adequacy Regulation, (c) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or other
Governmental Authority charged with the interpretation or administration
thereof, or (d) compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank with any Capital Adequacy Regulation, affects
or would affect the amount of capital required or expected to be maintained by
the Bank or any corporation controlling Bank and (taking into consideration such
Bank's or such corporation's policies with respect to capital adequacy and such
Bank's desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitments, Credit Extension(s) or
obligations under this Agreement, then, within fifteen (15) days following
receipt of written demand from such Bank to the Company through the Agent, the
Company shall pay to the Bank, from time to time as specified by the affected
Bank, additional amounts sufficient to compensate the affected Bank for such
increase.

        SECTION 6.6. FUNDING LOSSES. The Company shall reimburse each Bank and
hold each Bank harmless from any loss (excluding loss of profit) or expense
which such Bank may sustain or incur as a consequence of:

                  (a) the failure of the Company to make on a timely basis any
         payment of principal of any IBOR Rate Loan;

                  (b) the failure of the Company to borrow, continue or convert
         a Loan after the Company has given (or is deemed to have given) a
         Notice of Borrowing or a Notice of Conversion/Continuation;

                  (c) the failure of the Company to make any prepayment in
         accordance with any notice delivered under SECTION 4.3;

                  (d) the prepayment (including pursuant to SECTIONS 2.2.2,
         4.2.1 or 4.2.2) or other payment (including after



                                       53
<PAGE>

         acceleration thereof) of any IBOR Rate Loan on a day that is not the
         last day of the relevant Interest Period; or

                  (e) the automatic conversion under SECTION 2.4.2 of any IBOR
         Rate Loan to a Base Rate Loan on a day that is not the last day of the
         relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its IBOR Rate Loans or from fees payable to
terminate the deposits from which such funds were obtained. For purposes of
calculating amounts payable by the Company to the Banks under this Section and
under SECTION 6.3, each IBOR Rate Loan made by a Bank (and each related reserve,
special deposit or similar requirement) shall be conclusively deemed to have
been funded at the IBOR Rate used in determining the IBOR Rate for such IBOR
Rate Loan by a matching deposit or other borrowing in the interbank eurocurrency
market for a comparable amount and for a comparable period, and in the relevant
currency, whether or not such IBOR Rate Loan is in fact so funded.

        SECTION 6.7. INABILITY TO DETERMINE RATES. If the Agent determines that
for any reason adequate and reasonable means do not exist for determining the
IBOR Rate for any requested Interest Period with respect to a proposed
borrowing, continuation or conversion of IBOR Rate Loans, or that the IBOR Rate
applicable for any requested Interest Period with respect to a proposed
borrowing, continuation or conversion of IBOR Rate Loans does not adequately and
fairly reflect the cost to the Banks of funding or maintaining such Loans, the
Agent will promptly so notify the Company and each Bank. Thereafter, the
obligation of the Banks to make or maintain IBOR Rate Loans hereunder shall be
suspended until the Agent upon the instruction of the Required Banks revokes
such notice in writing. Upon receipt of such notice from the Agent, the Company
may revoke any Notice of Borrowing or Notice of Conversion/Continuation then
submitted by it. If the Company does not revoke such Notice, the Banks shall
make, convert or continue the Loans, as proposed by the Company, in the amount
specified in the applicable notice submitted by the Company, but such Loans
shall be made, converted or continued as Base Rate Loans instead of IBOR Rate
Loans.

        SECTION 6.8. MITIGATION OF CIRCUMSTANCES; REPLACEMENT OF AFFECTED BANK.
(a) Each Bank shall promptly notify the Company and the Agent of any event of
which it has knowledge which will result in, and will use reasonable commercial
efforts available to it (and not, in such Bank's sole judgment, otherwise
disadvantageous to such Bank) to mitigate or avoid, (i) any obligation by the
Company to pay any amount pursuant to SECTION 6.1 or 6.3 or (ii) the occurrence
of any circumstances of the nature described in SECTION 6.2 or 6.4 (and, if any
Bank has



                                       54
<PAGE>

given notice of any such event described in CLAUSE (i) or (ii) above and
thereafter such event ceases to exist, such Bank shall promptly so notify the
Company and the Agent). Without limiting the foregoing, each Bank will designate
a different funding office if such designation will avoid (or reduce the cost to
the Company of) any event described in CLAUSE (i) or (ii) of the preceding
sentence and such designation will not, in such Bank's sole judgment, be
otherwise disadvantageous to such Bank.

                (b) At any time any Bank is an Affected Bank, the Company may
replace such Affected Bank as a party to this Agreement with one or more other
bank(s) or financial institution(s) reasonably satisfactory to the Agent, such
bank(s) or financial institution(s) to have a Commitment, Commitments, or Credit
Extension(s), as the case may be, in such amounts as shall be reasonably
satisfactory to the Agent (and upon notice from the Company such Affected Bank
shall assign, without recourse or warranty, its Commitment, its Loans, its Note
and all of its other rights and obligations hereunder to such replacement
bank(s) or other financial institution(s) for a purchase price equal to the sum
of the principal amount of the Loans so assigned, all accrued and unpaid
interest thereon, its ratable share of all accrued and unpaid non-use fees, any
amounts payable under SECTION 6.6 and all other obligations owed to such
Affected Bank hereunder).

        SECTION 6.9. SHARING OF PAYMENTS, ETC. If, other than as expressly
provided elsewhere herein, any Bank shall obtain on account of the Credit
Extensions made by it or Liabilities owed to it, any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder), such Bank
shall immediately (a) notify the Agent of such fact, and (b) purchase from the
other Banks such participation in the Credit Extensions made by them as shall be
necessary to cause such purchasing Bank to share the excess payment pro rata
with each of them; PROVIDED, HOWEVER, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Bank, such purchase shall to
that extent be rescinded and each other Bank shall repay to the purchasing Bank
the purchase price paid therefor, together with an amount equal to such paying
Bank's ratable share (according to the proportion of (i) the amount of such
paying Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Company agrees
that any Bank so purchasing a participation from another Bank may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Bank were the direct creditor of the Company in the amount of such
participation. The Agent



                                       55
<PAGE>

will keep records (which shall be conclusive and binding in the absence of
manifest error) of participation purchased under this Section and will in each
case notify the Bank following any such purchases or repayments. If under any
applicable bankruptcy, insolvency or other similar law, any Bank receives a
secured claim in lieu of a setoff to which this Section applies, such Bank
shall, to the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the other Banks entitled under
this Section to share in the benefits of any recovery on such secured claim.

        SECTION 6.10. CERTIFICATES OF BANKS. Any Bank claiming reimbursement or
compensation under this ARTICLE VI shall deliver to the Company (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Bank hereunder and such certificate shall be conclusive and binding on
the Company in the absence of demonstrable error.

         SECTION 6.11. SURVIVAL. The agreements and obligations of the Company
in this ARTICLE VI shall survive termination of this Agreement and the payment
of all other Liabilities.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         To induce each Bank to make Credit Extensions to the Company under this
Agreement, the Company makes the following representations and warranties, all
of which shall be true and correct as of the Restatement Effective Date and
shall survive the execution of this Agreement and the Restatement Effective
Date.

         SECTION 7.1. ORGANIZATION. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Illinois; each Material Subsidiary is a corporation duly organized, validly
existing and in good standing under the jurisdiction of its incorporation; and
the Company and each Material Subsidiary is duly qualified to do business in
each jurisdiction where the nature of its business makes such qualification
necessary and has full power and authority to own its property and conduct its
business as presently conducted by it.

         SECTION 7.2. AUTHORIZATION. The execution and delivery by the Company
of this Agreement and each other Loan Document to which it is a party, the
borrowings hereunder and the requesting of Letters of Credit, the execution and
delivery by each other Obligor of each Loan Document to which it is a party and
the performance by each of the Company and each other Obligor of its



                                       56
<PAGE>

obligations under each Loan Document to which it is a party are within the
corporate powers of the Company and each other Obligor have been duly authorized
by all necessary corporate action on the part of the Company and each other
Obligor (including any necessary shareholder action), have received all
necessary governmental approval (if any shall be required), and do not and will
not (a) violate any provision of law or any order, decree or judgment of any
court or other government agency which is binding on the Company or any other
Obligor (b) contravene or conflict with, or result in a breach of, any provision
of the charter, by-laws or other organizational documents of the Company or any
other Obligor or of any agreement, indenture, instrument or other document which
is binding on the Company, any other Obligor or any other Material Subsidiary or
(c) result in, or require, the creation or imposition of any Lien on any
property of the Company, any other Obligor or any other Material Subsidiary
(other than Liens arising under the Loan Documents).

         SECTION 7.3. FINANCIAL INFORMATION. The audited consolidated
financial statements of the Company and its Subsidiaries as of December 31,
1998, and the unaudited consolidated financial statements of the Company and its
Subsidiaries as of June 30, 1999, copies of which have been delivered to each
Bank, have been prepared in accordance with generally accepted accounting
principles and present fairly the consolidated financial condition of the
Company and its Subsidiaries taken as a whole as at such date and the results of
their operations for the period then ended.

         SECTION 7.4. NO MATERIAL ADVERSE CHANGE. Since the date of the
audited consolidated financial statements described in SECTION 7.3, there has
been no material adverse change in the financial condition, operations, assets,
business, properties or prospects of the Company and its Subsidiaries taken as a
whole.

         SECTION 7.5. LITIGATION AND CONTINGENT LIABILITIES. No litigation
(including, without limitation, derivative actions), arbitration proceeding or
governmental proceeding is pending or, to the Company's knowledge, threatened
against the Company or any Material Subsidiary which would materially and
adversely affect the financial condition, operations, assets, business,
properties or prospects of the Company and its Subsidiaries taken as a whole,
except as set forth in ITEM 7.5 of the Disclosure Schedule. Other than any
liability incident to such litigation or proceedings, neither the Company nor
any Material Subsidiary has any material contingent liabilities not provided for
or disclosed in the financial statements referred to in SECTION 7.3 or listed in
ITEM 7.5 of the Disclosure Schedule.

         SECTION 7.6. OWNERSHIP OF PROPERTIES; LIENS. Each of the Company and
each Material Subsidiary owns good and marketable



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<PAGE>

title to all of its properties and assets, real and personal, tangible and
intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens, charges or
claims (including infringement claims with respect to patents, trademarks,
copyrights and the like) except as permitted pursuant to SECTION 8.14.

         SECTION 7.7. SUBSIDIARIES. The Company has no Subsidiaries except
those listed in ITEM 7.7 of the Disclosure Schedule. All of the Company's
Material Subsidiaries are identified as such in ITEM 7.7 of the Disclosure
Schedule.

         SECTION 7.8. PENSION AND WELFARE PLANS. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement or the making of any Loan hereunder, no steps have been taken
to terminate any Pension Plan, and no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a lien under Section
302(f) of ERISA. No condition exists or event or transaction has occurred with
respect to any Pension Plan which could result in the incurrence by the Company
of any material liability, fine or penalty. The Company has no contingent
liability with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of subtitle B
of title I of ERISA.

         SECTION 7.9. INVESTMENT COMPANY ACT. Neither the Company nor any
Subsidiary is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         SECTION 7.10. PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Company
nor any Subsidiary is a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

         SECTION 7.11. REGULATION U. The Company is not engaged principally,
or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying Margin Stock.

         SECTION 7.12. TAXES. Each of the Company and each Material Subsidiary
has filed all tax returns and reports required by law to have been filed by it
and has paid all taxes and governmental charges thereby shown to be owing,
except any such taxes or charges which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in



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<PAGE>

accordance with generally accepted accounting principles shall have been set
aside on its books.

         SECTION 7.13. INFORMATION. All information heretofore or
contemporaneously herewith furnished by the Company or any Subsidiary to any
Bank for purposes of or in connection with this Agreement and the transactions
contemplated hereby (including, without limitation, all information set forth in
the Form 10) is, and all information hereafter furnished by or on behalf of the
Company or any Subsidiary to any Bank pursuant hereto or in connection herewith
will be, true and accurate in every material respect on the date as of which
such information is dated or certified, and none of such information is or will
be incomplete by omitting to state any material fact necessary to make such
information not misleading (it being understood that neither the Company nor any
Subsidiary warrants the accuracy of any projections provided to the Agent or any
Bank pursuant hereto or in connection herewith, but the Company warrants that
all such projections have been or will be prepared in good faith and have
represented or will represent the Company's or the applicable Subsidiary's best
estimate of the anticipated financial condition and results of operations for
the period(s) in question based upon assumptions which the Company or such
Subsidiary believes (at the time of preparation) to be reasonable).

         SECTION 7.14. YEAR 2000 COMPLIANCE. On the basis of a comprehensive
review and assessment of the Company's systems and equipment, and inquiry made
of the Company's material suppliers, vendors and customers, the Company
reasonably believes that the "Year 2000 Problem" (that is, the inability of
computers, as well as embedded microchips in non-computing devices, to perform
properly date-sensitive functions with respect to certain dates prior to and
after December 31, 1999), including costs of remediation, would not be
reasonably expected to constitute or result in a Material Adverse Occurrence.

                                  ARTICLE VIII

                                COMPANY COVENANTS

         From the Restatement Effective Date and thereafter until the
Commitments are terminated and all Liabilities are indefeasibly paid in full in
cash, and performed in full, the Company agrees that, unless the Required Banks,
or the Agent acting with the consent and on behalf of the Required Banks, shall
otherwise consent in writing, it will comply with and perform its obligations
under the provisions of this ARTICLE VIII.

         SECTION 8.1. FINANCIAL STATEMENTS AND OTHER REPORTS. The Company
will furnish or cause to be furnished to each Bank:


                                       59
<PAGE>

         SECTION 8.1.1. FINANCIAL REPORTS:

         (a) ANNUAL AUDIT REPORT. Promptly when available and in any event
within ninety (90) days after the close of each Fiscal Year, a copy of an annual
audit report of the Company and its Subsidiaries prepared on a consolidated
basis and in conformity with GAAP and certified without qualification as to
going concern or scope by an independent certified public accountant of
recognized national standing;

         (b) QUARTERLY FINANCIALS. Promptly when available and in any event
within 45 days after the end of each Fiscal Quarter (except the last quarter) of
each Fiscal Year, consolidated balance sheets of the Company and its
Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of
earnings and cash flow for such Fiscal Quarter and for the period beginning with
the first day of such Fiscal Year and ending on the last day of such Fiscal
Quarter, prepared in conformity with GAAP and signed by the Company's chief
financial Authorized Person, it being understood that in lieu of the foregoing
the Company may deliver to the Banks' its report to the SEC on Form 10-Q for
such quarter;

         (c) COMPLIANCE CERTIFICATE. Contemporaneously with the furnishing of a
copy of each annual audit report pursuant to PARAGRAPH (A) and of each set of
quarterly statements pursuant to PARAGRAPH (B) of this Section, duly completed
certificate in the form of EXHIBIT H ("COMPLIANCE CERTIFICATE"), with
appropriate insertions, dated the date of such annual report or such quarterly
statements and signed by the Company's chief financial Authorized Person,
containing a computation of each of the financial ratios and restrictions set
forth in this ARTICLE VIII and to the effect that such officer has not become
aware of any Event of Default or Unmatured Event of Default that has occurred
and is continuing or, if there is any such event, describing it and the steps,
if any, being taken to cure it;

         (d) MANAGEMENT LETTERS. Promptly upon the request of the Agent or any
Bank, copies of all detailed financial and management reports submitted to the
Company by independent auditors in connection with each annual or interim audit
made by such auditors of the books of the Company.

         (e) PROJECTIONS. As soon as practicable and in any event within 60 days
after the commencement of each Fiscal Year, a budget on a consolidated basis for
such Fiscal Year



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<PAGE>

as customarily prepared by the Company, including, without limitation,
statements of income, cash flow and a balance sheet of the Company and
statements of income by division as customarily prepared by the management of
the Company for internal reporting purposes as of the date hereof.

         SECTION 8.1.2. OTHER REPORTS AND INFORMATION:

         (a) SEC REPORTS. Promptly upon the filing or sending thereof, a copy of
any annual, periodic or special report or registration statement (inclusive of
exhibits thereto) filed with the SEC or any securities exchange and any report,
proxy statement or other communication to the Company's public shareholders;

         (b) NOTICES. Immediately upon becoming aware of any of the following,
written notice describing the same and the steps being taken by the Company or
the Subsidiary affected thereby with respect thereto:

                           (1) DEFAULT. The occurrence of an Event of Default or
                  Unmatured Event of Default;

                           (2) LITIGATION, ETC. Any litigation, arbitration or
                  governmental investigation or proceeding not previously
                  disclosed by the Company to the Banks which has been
                  instituted or, to the knowledge of the Company, is threatened
                  against the Company or any Subsidiary or to which any of the
                  properties of any thereof is subject which, if adversely
                  determined, might materially adversely affect the financial
                  condition, operations, assets, business, properties or
                  prospects of the Company and its Material Subsidiaries, taken
                  as a whole, or might materially impair the ability of the
                  Company or any Material Subsidiary to perform its obligations
                  under any Loan Document; or any material adverse development
                  (including, without limitation any settlement) in any
                  litigation, arbitration or governmental investigation or
                  proceeding listed in ITEM 7.5 of the Disclosure Schedule or
                  disclosed pursuant to this CLAUSE (B);

                           (3) PENSION PLANS AND WELFARE PLANS. The institution
                  of any steps by the Company, any of its Subsidiaries or any
                  other Person to terminate any Pension Plan, or the failure to
                  make a required contribution to any Pension Plan if such
                  failure is sufficient to give rise to a lien under Section
                  302(f) of ERISA, or the taking of any action with respect to a
                  Pension Plan which could result in the requirement that the
                  Company furnish a bond or other security to



                                       61
<PAGE>

                  the PBGC or such Pension Plan, or the occurrence of any event
                  with respect to any Pension Plan which could result in the
                  incurrence by the Company of any material liability, fine or
                  penalty, or any material increase in the contingent liability
                  of the Company with respect to any post-retirement Welfare
                  Plan benefit;

                           (4) CHANGE OF NAME OR STATUS. Any change in the name
                  or address of the Company or any of its Material Subsidiaries.

                  (c) OTHER REPORTS. From time to time such other information
         concerning the Company and its Material Subsidiaries as any Bank or the
         Agent may reasonably request.

         SECTION 8.2. EXISTENCE. Except for any merger, consolidation or
similar transaction permitted under SECTION 8.11, the Company will maintain and
preserve, and cause each Material Subsidiary to maintain and preserve, (a) its
existence and good standing in the jurisdiction of its incorporation and (b) its
qualification and good standing as a foreign corporation in each jurisdiction
where the nature of its business makes such qualification necessary (except in
those instances in which the failure to be qualified or in good standing does
not materially adversely affect the financial condition, operations, assets,
business, properties or prospects of the Company and its Material Subsidiaries,
taken as a whole).

         SECTION 8.3. CONDUCT OF BUSINESS. Not, and not permit any Material
Subsidiary to, engage in any business other than the businesses engaged in by
the Company and its Material Subsidiaries on the date hereof and businesses
similar or related thereto.

         SECTION 8.4. BOOKS, RECORDS AND ACCESS. The Company will keep, and
cause each Material Subsidiary to keep, its books and records reflecting all of
its business affairs and transactions in accordance with sound business
practices sufficient to allow the preparation of financial statements in
accordance with GAAP (except for variations from such principles which (a) do
not affect the comparability of such materials with financial information
previously provided to the Banks, (b) do not influence calculations required
under this ARTICLE VIII other than in a manner which is clearly de minimis and
(c) as to which the Required Banks have consented in writing (which consent will
not be unreasonably withheld)); and permit, and cause each Material Subsidiary
to permit, any Bank or the Agent or any representative thereof to visit any or
all of its offices, to discuss its financial matters with its officers and its




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<PAGE>

independent auditors (and the Company hereby authorizes such independent
auditors to discuss such financial matters with any Bank or the Agent or any
representative thereof whether or not any representative of the Company or any
Material Subsidiary is present, provided that so long as no Event of Default or
Unmatured Event of Default exists, such Bank or the Agent, as the case may be,
will give the Company prior written notice of, and permit representatives of the
Company to participate in, any such discussions), and to examine (and, at the
expense of the Company or the applicable Material Subsidiary, photocopy extracts
from) any of its books or other corporate records. The Company shall pay any
reasonable fees of such auditors incurred in connection with any reasonable
exercise of the rights of the Agent and the Banks pursuant to this Section.

         SECTION 8.5. INSURANCE. The Company will maintain, and cause each
Material Subsidiary to maintain, such insurance as may be required by any law or
governmental regulation or court decree or order applicable to it and such other
insurance, to such extent and against such hazards and liabilities, as is
customarily maintained by companies similarly situated.

         SECTION 8.6. TAXES. The Company will pay, and cause each Material
Subsidiary to pay, prior to delinquency, all Taxes and other governmental
charges against it or any of its property, as well as claims of any kind which,
if unpaid, might become a Lien on any of its property; PROVIDED, HOWEVER, that
the foregoing shall not require the Company or any Material Subsidiary to pay
any such Tax or charge so long as it shall contest the validity thereof in good
faith by appropriate proceedings and shall set aside on its books adequate
reserves with respect thereto in accordance with GAAP.

         SECTION 8.7. COMPLIANCE. The Company will comply, and cause each of
its Material Subsidiaries to comply, with all statutes, judicial or
administrative orders, licenses, permits, and governmental rules and regulations
applicable to it, except for any noncompliance the existence of which does not
constitute and would not be reasonably expected to constitute or result in a
Material Adverse Occurrence.

         SECTION 8.8. USE OF PROCEEDS. The Company will use the proceeds of
the Credit Extensions solely (a) to finance the working capital and capital
expenditure requirements of the Company and for other valid corporate purposes
(including stock repurchases and acquisitions and Investments permitted
hereunder) and (b) to make loans to Subsidiaries which will use the proceeds
thereof for general corporate purposes (including stock repurchases,
acquisitions and Investments permitted hereunder); and not use or permit any
proceeds of any Loan to be used, either directly or indirectly, for the purpose,
whether immediate,



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<PAGE>

incidental or ultimate, of (c) "purchasing or carrying" any Margin Stock within
the meaning of Regulation U of the Board of Governors of the Federal Reserve
System, as amended from time to time, (d) acquiring (directly or indirectly) any
shares of stock of any corporation which has announced that it will oppose such
acquisition or has commenced any litigation asserting that such acquisition
violates, or will violate, any applicable law or (e) paying any judgment or
settlement in any litigation or potential litigation in excess of $500,000.

         SECTION 8.9. PENSION PLANS. The Company will maintain, and cause
each Material Subsidiary to maintain, each Pension Plan in compliance with all
applicable requirements of law and regulations.

         SECTION 8.10. DISPOSITIONS. The Company will not, and will not
permit any of its Material Subsidiaries to sell, transfer, convey or lease all
or any substantial part of its assets, or sell or assign with or without
recourse any receivables.

         SECTION 8.11. CONSOLIDATIONS, MERGERS, ACQUISITIONS. The Company
will not, and will not permit any of its Material Subsidiaries to be a party to
any merger, liquidation, dissolution, consolidation, or Acquisition, except that

                  (a) any Material Subsidiary of the Company may liquidate, or
         dissolve voluntarily into, or may merge with and into, the Company or
         any other wholly-owned Material Subsidiary of the Company;

                  (b) the assets or stock of any Material Subsidiary of the
         Company may be purchased or otherwise acquired by the Company or any
         wholly-owned Material Subsidiary of the Company;

                  (c) the Company may engage in an Acquisition if:

                           (i) after giving effect thereto the Company would be
                  in compliance with SECTION 8.3,

                           (ii) the Acquisition is consented to the board of
                  directors of the Person that is the subject of such
                  Acquisition and (if applicable), such Acquisition has been
                  recommended by such board of directors to such Person's
                  shareholders,

                           (iii) after giving effect to the Acquisition, on a
                  PRO FORMA basis for both (A) the period of the four Fiscal
                  Quarters ending prior to the consummation of such transaction
                  (determined as if such Acquisition



                                       64
<PAGE>

                  had occurred on the first day of the first such Fiscal
                  Quarter) and (B) the twelve month period following the date of
                  such transaction (in each case as established by financial
                  information prepared by the Company and delivered to the Agent
                  and the Banks prior to the consummation thereof, and
                  calculated using assumptions reasonable at the time made) no
                  Unmatured Event of Default or an Event of Default would have
                  occurred at any time during such period of four prior Fiscal
                  Quarters and no Material Adverse Occurrence, Unmatured Event
                  of Default or Event of Default during such subsequent twelve
                  month period could reasonably be expected to result from such
                  Acquisition; and

                           (iv) the aggregate Purchase Price paid by the Company
                  and its Subsidiaries in connection with Acquisitions, plus the
                  aggregate Investments made by the Company and its Subsidiaries
                  permitted pursuant to SECTION 8.17(I) does not exceed
                  $20,000,000 in any Fiscal Year;

PROVIDED, HOWEVER, that no transaction otherwise permitted by this Section shall
be permitted if immediately before or after giving effect thereto any Unmatured
Event of Default or Event of Default shall have occurred and be continuing or
would result therefrom.

         SECTION 8.12. RESTRICTED PAYMENTS. (a) The Company will not, and not
permit any Material Subsidiary to, (a) declare or pay any dividends on any of
its capital stock (other than dividends payable solely in common stock of the
Company), (b) purchase or redeem any such stock or any warrants, options or
other rights in respect of such stock, (c) make any other distribution to
shareholders, (d) prepay, purchase or redeem any Subordinated Indebtedness or
(e) set aside funds for any of the foregoing; provided that (i) any Subsidiary
may declare and pay dividends to the Company or to another wholly-owned
Subsidiary and (ii) so long as no Event of Default or Unmatured Event of Default
has occurred and is continuing or would result therefrom, the Company and its
Subsidiaries may pay dividends on its capital stock, or purchase or redeem
shares of such capital stock or warrants, options or other rights in respect
thereof.

         SECTION 8.13. INDEBTEDNESS. The Company will not, and will not
permit any of its Material Subsidiaries to, create, incur, assume or permit to
exist, or otherwise become or be liable in respect of, any Indebtedness
(including but not limited to Indebtedness as lessee under Capitalized Leases
and Indebtedness in the nature of Guarantee Liabilities under guarantees), other
than, without duplication, the following:


                                       65
<PAGE>

                  (a) Indebtedness under the terms of this Agreement and the
         other Loan Documents;

                  (b) other Indebtedness outstanding on the Restatement
         Effective Date and identified in PART A of ITEM 8.13 of the Disclosure
         Schedule ("ONGOING INDEBTEDNESS");

                  (c) guarantees outstanding on the Restatement Effective Date
         and identified in PART B of ITEM 8.13 of the Disclosure Schedule
         ("EXISTING GUARANTEES");

                  (d) Indebtedness which is incurred by the Company or any of
         its Material Subsidiaries to the vendor of any assets acquired to
         finance the acquisition by the Company or one of its Material
         Subsidiaries of such assets, if the Indebtedness secured by such assets
         does not exceed 90% of the fair market value (at the time of
         acquisition) of the assets being acquired at the time of the
         acquisition thereof, as long as the amount incurred pursuant to this
         PARAGRAPH (D), plus the aggregate of the Indebtedness permitted under
         PARAGRAPH (E) and PARAGRAPH (G), does not at any time exceed
         $5,000,000; and

                  (e) Indebtedness of the Company or any of its Material
         Subsidiaries in respect of Capitalized Lease Liabilities, as long as
         the amount incurred pursuant to this PARAGRAPH (E), plus the aggregate
         of the Indebtedness permitted under PARAGRAPH (D) and PARAGRAPH (G),
         does not at any time exceed $5,000,000;

                  (f) Indebtedness of a Material Subsidiary to the Company to
         the extent necessary to provide such Subsidiary with funds for
         operations and the conduct of its business in the ordinary course;

                  (g) additional Indebtedness as long as the amount incurred
         pursuant to this PARAGRAPH (G), plus the aggregate of the Indebtedness
         permitted under PARAGRAPH (D) and PARAGRAPH (E), does not at any time
         exceed $5,000,000;

                  (h) Indebtedness in the nature of Guarantee Liabilities
         arising under guarantees issued by the Company or any of its
         Subsidiaries permitted under SECTION 8.15.

PROVIDED, HOWEVER, that no Indebtedness otherwise permitted by CLAUSES (D), (E),
(F) and (G) shall be permitted to be incurred if, immediately after giving
effect to the incurrence thereof, any Unmatured Event of Default or Event of
Default shall have occurred and be continuing.


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<PAGE>

         SECTION 8.14. LIENS. The Company will not, and will not permit any
of its Material Subsidiaries to, create or permit to exist any Lien with respect
to any of its real or personal properties, assets or rights of whatsoever nature
(whether now owned or hereafter acquired), except property, revenue or assets,
whether now owned or hereafter acquired, except:

                  (a) Liens for taxes or other governmental charges not at the
         time delinquent or thereafter payable without penalty or being
         contested in good faith by appropriate proceedings and, in each case,
         for which it maintains adequate reserves;

                  (b) Liens arising in the ordinary course of business (such as
         (i) Liens of carriers, warehousemen, mechanics and materialmen and
         other similar Liens imposed by law and (ii) Liens incurred in
         connection with worker's compensation, unemployment compensation and
         other types of social security (excluding Liens arising under ERISA) or
         in connection with surety and appeal bonds, bids, performance bonds and
         similar obligations) for sums not overdue or being contested in good
         faith by appropriate proceedings and not involving any deposits or
         advances or borrowed money or the deferred purchase price of property
         or services, and, in each case, for which it maintains adequate
         reserves;

                  (c) Liens identified on ITEM 7.9 of the Disclosure Schedule;

                  (d) Liens in connection with Capitalized Leases (to the extent
         permitted hereunder);

                  (e) any Lien granted after the Restatement Effective Date to
         secure payment of Indebtedness of the type permitted and described in
         CLAUSES (C) or (D) of SECTION 8.13 and covering only those assets
         acquired with the proceeds of such Indebtedness;

                  (f) attachments, judgments and other similar Liens, for sums
         not exceeding $5,000,000 arising in connection with court proceedings,
         provided the execution or other enforcement of such Liens is
         effectively stayed and claims secured thereby are being actively
         contested in good faith and by appropriate proceedings;

                  (g) easements, rights of way, restrictions, minor defects or
         irregularities in title and other similar Liens not interfering in any
         material respect with the ordinary conduct of the business of the
         Company or any Material Subsidiary; and


                                       67
<PAGE>

                  (h) Liens in favor of the Agent arising under the Loan
         Documents.

         SECTION 8.15. GUARANTIES. The Company will not, and will not permit
any of its Material Subsidiaries to, become or be a guarantor or surety of, or
otherwise become or be responsible in any manner (whether by agreement to
purchase any obligations, stock, assets, goods or services, or to supply or
advance any funds, assets, goods or services, or otherwise) with respect to, any
undertaking of any other Person, except for (a) the endorsement, in the ordinary
course of collection, of instruments payable to it or its order, (b) guarantees
outstanding and in effect on the Restatement Effective Date and listed on PART B
of ITEM 8.13 of the Disclosure Schedule and (c) the Guaranty.

         SECTION 8.16. INVESTMENTS. The Company will not, and will not permit
any of its Material Subsidiaries to, make or permit to exist any Investment in
any Person, except for, without duplication:

                  (a) Investments (i) existing on the Restatement Effective Date
         and identified in ITEM 8.16 of the Disclosure Schedule, including
         Investments in by the Company in its Subsidiaries ("ONGOING
         INVESTMENTS");

                  (b) Cash Equivalent Investments;

                  (c) without duplication, Investments in the nature of
         Indebtedness permitted under SECTION 8.13;

                  (d) without duplication, Investments by the Company in
         Material Subsidiaries to the extent necessary to provide such
         Subsidiaries with funds for operations and the conduct of business in
         the ordinary course;

                  (e) advances to its employees or employees of any of its
         Subsidiaries for travel or other ordinary business expenses in amounts
         which are consistent with the Company's past practices determined as of
         the Restatement Effective Date;

                  (f) advances to subcontractors and suppliers in maximum
         aggregate amounts which are consistent with the Company's past
         practices determined as of the Restatement Effective Date;

                  (g) extensions of credit in the nature of accounts Receivable
         or notes receivable arising from the sale of goods and services in the
         ordinary course of business;


                                       68
<PAGE>

                  (h) shares of stock, obligations or other securities received
         in settlement of claims arising in the ordinary course of business; and

                  (i) Investments in the nature of Acquisitions permitted under
         SECTION 8.11; and

                  (j) other Investments, PROVIDED that the aggregate amount paid
         by the Company and its Subsidiaries (whether in cash or other property)
         in connection with such other Investments, plus the aggregate Purchase
         Price paid by the Company and its Subsidiaries in connection with
         Acquisitions permitted under SECTION 8.11, does not exceed $20,000,000
         in any Fiscal Year;

PROVIDED, HOWEVER, that:

                  (x) no Investment otherwise permitted by CLAUSES (C), (D),
         (E), (I) or (J) shall be permitted to be made if, immediately before or
         after giving effect thereto any Unmatured Event of Default or Event of
         Default shall have occurred and be continuing or would result
         therefrom; and

                  (y) any Investment which when made complies with the
         requirements of the definition of the term "Cash Equivalent Investment"
         may continue to be held notwithstanding that such Investment, if made
         thereafter, would not so comply.

         SECTION 8.17. FINANCIAL CONDITION.

         SECTION 8.17.1. CASH FLOW LEVERAGE RATIO. The Company will not
permit its Cash Flow Leverage Ratio to be:

                  (a) be GREATER THAN 2.0 to 1.0 at the end of each Fiscal
         Quarter if, for the period of four consecutive Fiscal Quarters ending
         on such day, the Company's Consolidated EBITDA was $20,000,000 or more;

                  (b) be GREATER THAN 1.5 to 1.0 at the end of each Fiscal
         Quarter if, for the period of four consecutive Fiscal Quarters ending
         on such day, the Company's Consolidated EBITDA was less than
         $20,000,000;

         SECTION 8.17.2. MINIMUM EBITDA. The Company will not permit its
Consolidated EBITDA, determined as of the last day of each Fiscal Quarter for
the period of four consecutive Fiscal Quarters then ending, to be less than
$15,000,000.

         SECTION 8.17.3. MINIMUM NET WORTH. The Company will not permit its
Consolidated Net Worth, to be less than



                                       69
<PAGE>

(a) $35,902,355 on the Restatement Effective Date, and (b) as of the last day of
each Fiscal Quarter ending after the Restatement Effective Date, $35,902,355
plus the sum of (1) 75% of the Company's cumulative consolidated positive net
earnings (determined in accordance with GAAP), if positive, for the period from
the Restatement Effective Date to the date of determination calculated as if
such period were a single accounting period (but without reduction for any
Fiscal Quarter in which cumulative consolidated net earnings are less than
zero), PLUS (2) 100% of the Company's cumulative consolidated Net Proceeds
during such period from Stock Option Exercises MINUS (3) 100% of the Company's
cumulative consolidated Stock Repurchase Costs during such period. In addition,
if on any Commitment Reduction Date the Aggregate Commitment Amount is not
reduced pursuant to SECTION 2.2.2, the Company will not permit its Consolidated
Net Worth determined as of such date to be less than the sum of (x) $5,000,000
multiplied by the number of Commitment Reduction Dates on which no reduction in
the Aggregate Commitment Amount occurred (including the current Commitment
Reduction Date), plus (y) the minimum amount required pursuant to CLAUSE (B) of
the preceding sentence.

         SECTION 8.17.4. FIXED CHARGE COVERAGE RATIO. The Company will not
permit its Fixed Charge Coverage Ratio, determined as of the last day of each
Fiscal Quarter, to be less than 3.50 to 1.0.

         SECTION 8.18. OTHER AGREEMENTS. The Company will not, and will not
permit any Material Subsidiary to, enter into any agreement containing any
provision which would be violated or breached by any Credit Extension to the
Company hereunder or by the performance by the Company, any Material Subsidiary
or other Obligor of any of its obligations hereunder or under any other Loan
Document.

         SECTION 8.19. TRANSACTIONS WITH RELATED PARTIES. The Company will
not, and will not permit any Material Subsidiary to, enter into, or cause,
suffer or permit to exist any transaction, arrangement or contract with any of
its other Related Parties (other than the Company and its Subsidiaries) which is
on terms which are less favorable than are obtainable from any Person which is
not one of its Related Parties.

         SECTION 8.20. NEGATIVE PLEDGES, ETC. The Company will not, and not
permit any of its Material Subsidiaries to, enter into any agreement (excluding
this Agreement, any other Loan Document and, with respect to CLAUSE (A) of this
Section, any agreement governing any Indebtedness permitted by CLAUSES (C) or
(D) of SECTION 8.13 as to the assets financed with the proceeds of such
Indebtedness) prohibiting (a) the creation or assumption of any Lien upon its
properties, revenues or assets, whether now



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owned or hereafter acquired; (b) the ability of the Company or any other Obligor
to amend or otherwise modify this Agreement or any other Loan Document; or (c)
the ability of any of the Company's Material Subsidiaries to make any payments,
directly or indirectly, to the Company by way of dividends, advances, repayments
of loans or advances, reimbursements of management and other intercompany
charges, expenses and accruals or other returns on investments, or any other
agreement or arrangement which restricts the ability of any such Material
Subsidiary to make any payment, directly or indirectly, to the Company.

         SECTION 8.21. FURTHER ASSURANCES. Take, and cause each Subsidiary to
take, such actions as the Agent may reasonably request from time to time
(including, without limitation, the execution and delivery of guaranties,
security agreements, pledge agreements, mortgages, financing statements and
other documents, the filing or recording of any of the foregoing, and the
delivery of stock certificates and other collateral with respect to which
perfection is obtained by possession) to ensure that (A) the obligations of the
Company hereunder and under the other Loan Documents are secured by
substantially all of the assets of the Company (including, without limitation,
the stock of all direct Material Subsidiaries) and guaranteed by all Material
Subsidiaries (including, promptly upon the acquisition or creation thereof, any
Person that becomes a Material Subsidiary after the date hereof) and (B) the
obligations of each Obligor under the Guaranty are secured by substantially all
of the assets of such Obligor (including the stock of all direct Subsidiaries of
each Obligor and all ownership interests of each Obligor in other Persons);
PROVIDED THAT, (i) unless the Required Banks so request neither D&P of Europe
nor Duff & Phelps Credit Rating Co. of Asia shall be obligated to perfect the
Agent's security interest in any of its tangible assets located outside the
United States of America, which costs of such perfection shall, prior to the
occurrence and continuance of an Event of Default, be at the expense of the
Banks and (B) so long as such Investment is permitted under SECTION 8.16,
neither the Company, any Material Subsidiary nor any Obligor shall be required
to pledge its ownership interests in any Foreign Joint Venture.

                                   ARTICLE IX

                                     DEFAULT

         SECTION 9.1. EVENT OF DEFAULT. Each of the following shall constitute
an "Event of Default" under this Agreement:

         SECTION 9.1.1. NON-PAYMENT OF LIABILITIES. Default in the payment or
prepayment when due of any principal of any Loan or Reimbursement Obligation; or
default, and the continuance thereof for five days, in the payment when due of
interest or any other



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monetary obligation of the Company, any other Obligor or any Material Subsidiary
under this Agreement or any other Loan Document.

         SECTION 9.1.2. WARRANTY. Any warranty made by the Company or by any
Material Subsidiary herein or in any other Loan Document is breached or is false
or misleading in any material respect, or any schedule, certificate, financial
statement, report, notice or other writing furnished by the Company or any
Material Subsidiary to the Agent or any Bank is false or misleading in any
material respect on the date as of which the facts therein set forth are stated
or certified.

         SECTION 9.1.3. NON-COMPLIANCE WITH CREDIT AGREEMENT COVENANTS. Default
in the performance or observance by the Company of any of the Company's
agreements set forth in ARTICLE VII.

         SECTION 9.1.4. NON-COMPLIANCE WITH OTHER LOAN DOCUMENTS. Default in
the performance by the Company, any other Obligor, or any Material Subsidiary of
any of its agreements set forth in any other Loan Document (and not constituting
an Event of Default under any of the other subsections of SECTION 9.L), and
continuance of such default after the giving of any notice required to be given
therein and the expiration of the grace period (if any) set forth therein.

         SECTION 9.1.5. NON-PAYMENT OF OTHER INDEBTEDNESS. Default in the
payment when due, whether by acceleration or otherwise (subject to any
applicable grace period), of any Indebtedness (other than under this Agreement
and the other Loan Documents) having a principal amount, individually or in the
aggregate, in excess of $5,000,000, of or guaranteed by, the Company, any other
Obligor, or any of the Company's Material Subsidiaries.

         SECTION 9.1.6. DEFAULT OF OTHER INDEBTEDNESS. Any event or condition
shall occur which results in the acceleration of the maturity of any
Indebtedness having a principal amount, individually or in the aggregate, in
excess of $5,000,000 of, or guaranteed by, the Company, any of Company's
Material Subsidiaries or any other Obligor (other than the Indebtedness under
this Agreement and any Note) or enables the holder or holders of such other
Indebtedness or any trustee or agent for such holders (any required notice of
default having been given and any applicable grace period having expired) to
accelerate the maturity of such other Indebtedness.

         SECTION 9.1.7. OTHER OBLIGATIONS. Default in the payment when due, or
in the performance or observance of, any material obligation, of, or condition
agreed to by, the Company or any Material Subsidiary with respect to any
material purchase or



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lease of goods or services (except only to the extent that the existence of any
such default is being contested by the Company or such Material Subsidiary in
good faith and by appropriate proceedings and appropriate reserves have been
made in respect of such default) which could reasonably expected to result in a
payment obligation in excess of $5,000,000, individually or in the aggregate.

         SECTION 9.1.8. INSOLVENCY. The Company, any other Obligor or any
Material Subsidiary becomes insolvent or generally fails to pay, or admits in
writing its inability or refusal to pay, debts as they become due; or the
Company, any other Obligor or any Material Subsidiary applies for, consents to,
or acquiesces in the appointment of a trustee, receiver or other custodian for
such Person or any property thereof, or makes a general assignment for the
benefit of creditors; or in the absence of such application, consent or
acquiescence, a trustee, receiver or other custodian is appointed for such
Person or for a substantial part of its property and is not discharged within 60
days; or any bankruptcy, reorganization, debt arrangement, or other case or
proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding, is commenced in respect of such Person, and if such case
or proceeding is not commenced by such Person it is consented to or acquiesced
in by such Person, or remains for 60 days undismissed; or any such Person takes
any corporate, partnership or other similar action to authorize, or in
furtherance of, any of the foregoing.

         SECTION 9.1.9. PENSION PLANS. (i) Institution of any steps by the
Company or any other person to terminate a Pension Plan if as a result of such
termination the Company could be required to make a contribution to such Pension
Plan, or could incur a liability or obligation to such Pension Plan, in excess
of $500,000 or (ii) a contribution failure occurs with respect to any Pension
Plan sufficient to give rise to a Lien under section 302(f) of ERISA.

         SECTION 9.1.10.
         LITIGATION EXPENSES, ETC. The total of all Litigation Expenses, final
judgments rendered against the Company or any Material Subsidiary that have not
been discharged or vacated or had execution thereof stayed pending appeal within
30 days after entry or filing thereof, and liabilities (whether paid or unpaid)
of the Company or any Material Subsidiary under any agreement entered into to
settle or compromise any pending or threatened litigation shall exceed
$5,000,000 in the aggregate in any Fiscal Year. As used herein, the term
"LITIGATION EXPENSE" means all fees and expenses paid to legal counsel and any
other Persons retained by the Company and its Subsidiaries in connection with
litigation and arbitration proceedings, including expenses associated with
discovery in litigation and arbitration, but



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shall not include amounts paid to satisfy judgments or arbitration awards or
amounts paid to settle or compromise litigation or arbitration.

         SECTION 9.1.11. VALIDITY. This Agreement or any other Loan Document,
or any material Lien granted hereunder or thereunder, shall (except in
accordance with its terms), in whole or in part, terminate, cease to be
effective or cease to be the legally valid, binding and enforceable obligation
of any Obligor party thereto; the Company, any other Obligor or any other Person
shall, directly or indirectly, contest in any manner such effectiveness,
validity, binding nature or enforceability; or any Lien with respect to any
material (as determined by the Agent) Collateral securing any of the Liabilities
shall, in whole or in part, cease to be a perfected first Lien, subject only to
those exceptions expressly permitted by this Agreement or the applicable other
Loan Document.

         SECTION 9.1.12. CONDUCT OF BUSINESS. The Company, any other Obligor or
any Material Subsidiary is enjoined, restrained or in any way prevented by court
order, which has not been dissolved or stayed within thirty (30) days, from
conducting all or any material part of its business affairs.

         SECTION 9.1.13. CHANGE OF CONTROL.

         (a) Any Person or group of Persons (within the meaning of Section 13 or
14 of the Securities Exchange Act of 1934, as amended, but excluding any
employee benefit plan maintained for employees of the Company) shall acquire
beneficial ownership (within the meaning of Rule 13d-3 promulgated under such
Act) of 25% or more of the outstanding shares of common stock of the Company; or
(b) during any 24-month period of 24 months or less commencing on the
Restatement Date, individuals who at the beginning of such period constituted
the Company's Board of Directors (together with any new directors whose election
by the Company's Board of Directors or whose nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds of the
directors who either were directors at beginning of such period or whose
election or nomination was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Company.

         SECTION 9.1.14. USE OF NAMES. The Company's right to use the "Duff &
Phelps," "Duff" or "Phelps" tradenames and trademarks in connection with its
credit rating business shall cease to be in full force and effect, the Company
shall fail (subject to any applicable grace period) to comply with or to perform
any provision of the Name Use Agreement dated October 31, 1994 between the
Company and Duff & Phelps Corporation, or Duff & Phelps Corporation shall allege
in writing that the Name Use



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Agreement is invalid or unenforceable, and any thereof shall constitute a
Material Adverse Occurrence.

         SECTION 9.2. EFFECT OF EVENT OF DEFAULT; REMEDIES.

         SECTION 9.2.1. ACTION IF BANKRUPTCY. In the event that one or more
Events of Default described in SECTION 9.1.8 shall occur, then the Commitments
(if not theretofore terminated) shall automatically terminate and all
Liabilities shall be immediately due and payable without demand, notice or
declaration of any kind whatsoever.

         SECTION 9.2.2. ACTION IF OTHER THAN BANKRUPTCY. In the event an Event
of Default other than one described in SECTION 9.1.8 shall for any reason,
whether voluntary or involuntary, occur and be continuing, the Agent may (and,
at the direction of the Required Banks, shall) declare all or any portion of the
Liabilities immediately due and payable and/or the Commitments (if not
theretofore terminated) to be terminated, without demand or notice of any kind
whatsoever, whereupon the full unpaid amount of such Liabilities which shall be
so declared due and payable shall be and become immediately due and payable,
without demand, notice or presentment of any kind, and/or, as the case may be,
the Commitments extended under this Agreement shall terminate. The Agent shall
promptly advise the Company of any such declaration, but failure to do so shall
not impair the effect of such declaration.

                                    ARTICLE X

                              CONDITIONS PRECEDENT,
                     DELIVERY OF DOCUMENTS AND OTHER MATTERS

         SECTION 10.1. CONDITIONS PRECEDENT TO EFFECTIVENESS. The obligation of
any Bank to make the initial Credit Extension under this Agreement, and the
effectiveness of this Agreement, is subject to satisfaction of the following
conditions precedent (in addition to those provided in SECTION 10.2):

         SECTION 10.1.1. SECURITY INTEREST. The Lien in favor of Agent for the
benefit of the Banks on the Collateral granted under this Agreement and the
other Loan Documents, and each other Lien granted to Agent for the benefit of
the Banks to secure the Liabilities, shall be a senior, perfected Lien except as
otherwise permitted under this Agreement or otherwise agreed by the Agent and
the Banks, and all financing statements and other documents relating to
Collateral shall have been executed and delivered, filed or recorded, as
appropriate. In this connection, the Agent shall have received:

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<PAGE>

                  (a) properly executed Uniform Commercial Code financing
         statements (Form UCC-1) naming the Company and each other Obligor
         providing Collateral as the debtors and the Agent as the secured party,
         or other similar instruments or documents, for filing under the Uniform
         Commercial Code of all jurisdictions as may be necessary or, in the
         opinion of the Agent, desirable to perfect the security interest of
         Agent pursuant to this Agreement and the other Loan Documents;

                  (b) copies of Uniform Commercial Code Requests for Information
         or Copies (Form UCC-11), or a similar search report certified by a
         party acceptable to the Agent, dated a date reasonably near to the
         Restatement Effective Date listing all effective financing statements
         which name the Company or other Obligor (under its present name and any
         previous names) as the debtor and which are filed in the jurisdictions
         in which filings were made pursuant to CLAUSE (a) above, together with
         copies of such financing statements (none of which (other than those
         described in CLAUSE (a), if such Form UCC-11 or search report, as the
         case may be, is current enough to list such financing statements
         described in CLAUSE (a)) shall cover any Collateral), or other evidence
         satisfactory to the Agent that any Liens evidenced by such financing
         statements have been terminated or released.

         SECTION 10.1.2. SOLVENCY. The Company and each Material Subsidiary (a)
shall have assets (excluding goodwill and other intangible assets not capable of
valuation) having a value, both at present fair saleable value and at fair
valuation, greater than the amount of its liabilities (including its trade
accounts payable), (b) shall have capital sufficient to carry on its respective
business and transactions and all business and transactions in which it is about
to engage, (c) shall not have engaged in or be about to engage in a business or
transaction for which its remaining assets are unreasonably small in relation to
the business or the transaction, (d) shall believe that it is able to pay its
respective debts as they mature and shall not believe that it is incurring,
debts beyond its ability to pay as they mature and (e) shall have no actual
intent to hinder, delay or defraud either present or future creditors.

         SECTION 10.1.3. EFFECT OF LAW. No law or regulation affecting the
Agent's or any Bank's entering into this Agreement shall impose upon the Agent
or such Bank any material obligation, fee, liability, loss, cost, expense or
damage.

         SECTION 10.1.4. EXHIBITS; SCHEDULES. All Exhibits and Schedules to this
Agreement and each other Loan Document shall have been completed and submitted
to the Agent and each Bank and



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<PAGE>

shall be in form and substance satisfactory to the Agent and each Bank, and none
of the foregoing shall contain any fact or information which the Agent or any
Bank, in its reasonable sole judgment, determines to be unacceptable.

         SECTION 10.1.5. FEES. If not funded with the proceeds of the initial
Loans, the Agent and the Banks shall have received any fees due and payable by
the Company or any other Person on the Restatement Effective Date.

         SECTION 10.1.6. DOCUMENTS. The Agent shall have received all of the
following, each duly executed where appropriate and in form and substance
satisfactory to the Agent and the Banks, and (except for a Bank's Note) in
sufficient number to provide a counterpart original to each Bank

                  (a) COMPANY RESOLUTIONS. A copy, duly certified by the
         secretary or an assistant secretary of the Company as of the
         Restatement Effective Date, of (1) resolutions of the Board of
         Directors of the Company authorizing (A) the borrowings by the Company
         hereunder and (B) the execution, delivery and performance by the
         Company of this Agreement and each other Loan Document to be executed
         and/or delivered by the Company, (2) all documents evidencing any other
         necessary corporate action with respect to this Agreement and the other
         Loan Documents, and (3) all approvals or consents, if any, with respect
         to this Agreement and the other Loan Documents;

                  (b) COMPANY INCUMBENCY CERTIFICATE. A certificate of the
         secretary or an assistant secretary of the Company dated the
         Restatement Effective Date and certifying the names of the officers of
         the Company authorized to sign this Agreement, and each other Loan
         Document to be executed by the Company, and all other documents and
         certificates to be delivered by the Company hereunder, together with
         the true signatures of such officers, upon which certificate the Agent
         and each Bank may conclusively rely until it shall have received a
         further certificate of the secretary or an assistant secretary of the
         Company canceling or amending such prior certificate;

                  (c) OBLIGOR RESOLUTIONS. A copy, duly certified by the
         secretary or an assistant secretary of each Obligor as of the
         Restatement Effective Date, of (1) resolutions of the Board of
         Directors of such Obligor authorizing the execution, delivery and
         performance by such Obligor of each Loan Document to be executed and/or
         delivered by it, (2) all documents evidencing any other necessary
         corporate action with respect to such Loan Documents, and (3) all



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<PAGE>

         approvals or consents, if any, with respect to such Loan Documents;

                  (d) OBLIGOR INCUMBENCY CERTIFICATE. A certificate of the
         secretary or an assistant secretary of each Obligor dated the
         Restatement Effective Date and certifying the names of the officers of
         such Obligor authorized to sign each Loan Document to be executed by
         it, and all other documents and certificates to be delivered by such
         Obligor hereunder, together with the true signatures of such officers,
         upon which certificate the Agent and each Bank may conclusively rely
         until it shall have received a further certificate of the secretary or
         an assistant secretary of such Obligor canceling or amending such prior
         certificate;

                  (e) CERTIFICATE OF NO DEFAULT. A certificate of the President
         or a Vice President of the Company dated the Restatement Effective Date
         and certifying to the truth and accuracy, as of such date, of the
         representations and warranties of the Company and each other Obligor
         contained in this Agreement and each other Loan Document and to the
         fact that no Event of Default or Unmatured Event of Default then
         exists;

                  (f) COMPANY'S ORGANIC DOCUMENTS. A copy, duly certified as of
         the Restatement Effective Date by the secretary or an assistant
         secretary of the Company, of the Company's Organic Documents and all
         amendments thereto;

                  (g) OBLIGORS' ORGANIC DOCUMENTS. A copy, duly certified as of
         the Restatement Effective Date by the secretary or an assistant
         secretary of each Obligor, of such Obligor's Organic Documents and all
         amendments thereto;

                  (h) COMPANY'S REGISTRATION; GOOD STANDING. A "certificate of
         good standing" or other comparable certificate dated reasonably near to
         the Restatement Effective Date and issued by the Secretary of the State
         of Illinois and each other state referred to in SECTION 7.1; and, in
         any state in which the Company is doing business under an assumed name,
         a certificate or other document dated as of a date reasonably near to
         the Restatement Effective Date issued by the Secretary of State of each
         such state evidencing the Company's authority to use such name;

                  (i) OBLIGORS' REGISTRATION; GOOD STANDING. For each Obligor, a
         "certificate of good standing" or other comparable certificate dated
         reasonably near to the



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<PAGE>

         Restatement Effective Date and issued by the state of such Obligor's
         organization and each other state in which such Obligor is doing
         business, and in any state in which such Obligor is doing business
         under an assumed name, a certificate or other document dated as of a
         date reasonably near to the Restatement Effective Date issued by the
         Secretary of State of each such state evidencing such Obligor's
         authority to use such name;

                  (j) LEGAL OPINION. A legal opinion from counsel for the
         Company and its domestic Material Subsidiaries, addressed to the Agent
         and the Banks, substantially in the form of EXHIBIT I;

                  (k) INSURANCE. Evidence satisfactory to the Agent of the
         existence of insurance on the business of the Company, its Material
         Subsidiaries, and each other Obligor, in amounts and with insurers
         acceptable to the Agent;

                  (l) NOTICE OF BORROWING. If the Company intends to borrow on
         the Restatement Effective Date, a duly executed Notice of Borrowing;

                  (m) SECURITY AGREEMENT. The Security Agreement;

                  (n) PLEDGE AGREEMENTS. A duly executed Pledge Agreement from
         the Company and each other Obligor, together with the original stock
         certificates pledged under such Pledge Agreement and stock powers
         endorsed in blank;

                  (o) GUARANTEES. From each Material Subsidiary, a duly executed
         Guaranty;

                  (p) NOTE(S). To the extent the Loans are evidenced by Notes, a
         duly executed Note payable to each Bank in the amount of such Bank's
         Commitment;

                  (q) OTHER DOCUMENTS. Such other documents as the Agent or any
         Bank shall determine to be necessary or desirable.

         SECTION 10.2. CONTINUING CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS;
CERTIFICATION. The obligation of any Bank to make any Credit Extension under
this Agreement is subject to satisfaction of the following conditions precedent
in addition to those provided in SECTION 10.1:

         SECTION 10.2.1. DEFAULT. Before and after giving effect to such Credit
Extension,, no Event of Default or Unmatured Event of Default shall have
occurred and be continuing;


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<PAGE>

         SECTION 10.2.2. WARRANTIES. Before and after giving effect to such
Credit Extension the warranties in ARTICLE VII and in each other Loan Document
shall be true and correct in all material respects with the same effect as if
then made (unless stated to relate solely to an early date, in which case such
representations and warranties shall be true and correct as of such earlier
date), except for such changes as are specifically permitted hereunder and
except that the ADecember 31, 1998" date referred to in Section 7.3 shall be
deemed to be December 31st of the most recent Fiscal Year for which audited
financial statements have been delivered pursuant to Section 8.1.1.

         SECTION 10.2.3. NO CHANGE IN CONDITION. Except as disclosed by the
Company to the Agent and the Lenders pursuant to SECTION 7.5 (a) no litigation,
arbitration or governmental investigation or proceeding shall be pending or, to
the knowledge of the Company, threatened against the Company or any Subsidiary
which is reasonably likely to materially adversely affect the Company's and its
Material Subsidiaries' condition (financial or otherwise), consolidated
business, operations, assets, revenues, properties or prospects or which
purports to affect the legality, validity or enforceability of this Agreement,
the Notes, the Guaranty, the Collateral Documents or any other Loan Document;
and (b) no development shall have occurred in any litigation, arbitration or
governmental investigation or proceeding disclosed pursuant to SECTION 7.5 which
is reasonably likely to materially adversely affect the condition (financial or
otherwise), consolidated businesses, operations, assets, revenues, properties or
prospects of the Company and its Material Subsidiaries.

Each request for a Credit Extension hereunder made or deemed to have been made
by the Company shall be deemed to be a certificate of the Company as to the
matters set out in the foregoing provisions of SECTION 10.2.

                                   ARTICLE XI

                                    INDEMNITY

         SECTION 11.1. GENERAL INDEMNITY. In addition to the payment of expenses
pursuant to SECTION 13.1, whether or not the transactions contemplated hereby
shall be consummated, the Company hereby indemnifies, exonerates and holds the
Agent, the Agent-Related Parties, each Bank and each other holder of a Note, and
each of its officers, directors, employees and agents (collectively, the
"INDEMNIFIED PARTIES") free and harmless from and against any and all actions,
causes of action, suits, costs, liabilities, losses, damages, injuries, expenses
and claims of any and every kind whatsoever (including, without limitation,



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reasonable court costs and Attorneys' Fees and disbursements of counsel for any
Indemnified Party in connection with any investigative, administrative or
judicial proceeding commenced or threatened, whether or not any of such
Indemnified Parties shall be designated a party thereto) that may be imposed on,
incurred by, or asserted against any Indemnified Party, in any manner relating
to or arising out of (a) this Agreement, any other Loan Document or any other
agreements executed and delivered by the Company, any Material Subsidiary of the
Company or any other Obligor in connection herewith, (b) any transaction
financed or to be financed in whole or in part, directly or indirectly, with the
proceeds of any Credit Extension, (c) the entering into and performance of this
Agreement and any other Loan Document by any of the Indemnified Parties
(excluding any successful action brought by or on behalf of the Company, any
Subsidiary of the Company or any other Obligor as the result of any
determination by the Bank pursuant to ARTICLE X not to make any requested Credit
Extension) or (d) any investigation, litigation or proceeding related to any
acquisition or proposed acquisition by the Company, any other Obligor or any of
Company's Material Subsidiaries of all or any portion of the stock or assets of
any Person, whether or not the Agent or a Bank is party thereto (collectively,
the "INDEMNIFIED LIABILITIES"); provided that the Company shall have no
obligation to an Indemnified Party hereunder with respect to Indemnified
Liabilities arising from the gross negligence or wilful misconduct of such
Indemnified Party. To the extent that the undertaking to indemnify, pay and hold
harmless set forth in the preceding sentence may be unenforceable because it
violates any law or public policy, the Company shall contribute the maximum
portion that it is permitted to pay under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties
or any of them.

         SECTION 11.2. INDEMNIFICATION FOR ACCEPTING ORAL INSTRUCTIONS. The
Company agrees to indemnify and hold the Agent and each Bank harmless from any
loss or expense which may arise or be created by the Agent's or such Bank's
(including the Issuing Bank) acceptance of telephonic or other instructions for
making, converting and/or disbursing the proceeds of Loans or issuing any Letter
of Credit. Notwithstanding the foregoing, the Company shall have no obligation
to indemnify the Agent or a Bank for any losses or expenses resulting from the
Agent's or such Bank's gross negligence or willful misconduct.

         SECTION 11.3. SURVIVAL OF COMPANY'S OBLIGATIONS. The Company's
obligations under this ARTICLE XI shall survive any termination of this
Agreement and the payment of all other Liabilities.


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<PAGE>

                                   ARTICLE XII

                                    THE AGENT

         SECTION 12.1. APPOINTMENT AND AUTHORIZATION; "AGENT". Each Bank hereby
irrevocably (subject to SECTION 12.9) appoints, designates and authorizes the
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent. Without limiting the generality of the
foregoing sentence, the use of the term "agent" in this Agreement with reference
to the Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

         SECTION 12.2. DELEGATION OF DUTIES. The Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care.

         SECTION 12.3. LIABILITY OF AGENT. None of the Agent-Related Persons
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (b) be responsible in any manner to any of the Banks for any
recital, statement, representation or warranty made by the Company or any of its
Subsidiaries or other Related Parties, or any officer thereof, contained in this
Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Agreement or



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any other Loan Document, or for the value of or title to any Collateral, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of the Company or any
other party to any Loan Document to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be under any obligation to any Bank to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Company or any
of the Company's Subsidiaries or other Related Parties.

         SECTION 12.4. RELIANCE BY AGENT. (a) The Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Company) independent accountants and other experts selected by
the Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Banks as it deems appropriate
and, if it so requests, it shall first be indemnified to its satisfaction by the
Banks against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of
the Required Banks and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Banks.

         (b) For purposes of determining compliance with the conditions
specified in SECTION 10.1, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Agent to such Bank for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Bank.

         SECTION 12.5. NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Unmatured Event of Default or Event
of Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Agent for the account of the Banks,
unless the Agent shall have received written notice from a Bank or the Company
referring to this Agreement, describing such Unmatured Event of Default or Event
of Default and stating that such notice is a "notice of default". The Agent will
notify the Banks of its receipt of any such notice. The Agent shall take such
action with respect to such Unmatured Event of Default or


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Event of Default as may be requested by the Required Banks in accordance with
ARTICLE IX; PROVIDED, HOWEVER, that unless and until the Agent has received any
such request, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Unmatured Event of Default
or Event of Default as it shall deem advisable or in the best interest of the
Banks.

         SECTION 12.6. CREDIT DECISION. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Bank. Each Bank represents to the
Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Company and its Subsidiaries, the value of and title to any collateral, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Bank also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Banks by the Agent, the Agent
shall not have any duty or responsibility to provide any Bank with any credit or
other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may come
into the possession of any of the Agent-Related Persons.

         SECTION 12.7. INDEMNIFICATION OF AGENT. Whether or not the
transactions contemplated hereby are consummated, the Banks shall indemnify upon
demand the Agent-Related Persons (to the extent not reimbursed by or on behalf
of the Company and without limiting the obligation of the Company to do so), pro
rata, from and against any and all Indemnified Liabilities; PROVIDED, HOWEVER,
that no Bank shall be liable for the payment to the Agent-Related Persons of any
portion of such Indemnified Liabilities resulting solely from such Person's
gross negligence or willful misconduct. Without limitation of the foregoing,
each


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Bank shall reimburse the Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Fees) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Company. The undertaking in
this Section shall survive termination of this Agreement and the payment of all
other Liabilities hereunder and the resignation or replacement of the Agent.

         SECTION 12.8. AGENT IN INDIVIDUAL CAPACITY. BOA and its Related
Parties may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Company and its Subsidiaries and Related Parties as though BOA were not the
Agent hereunder and without notice to or consent of the Banks. The Banks
acknowledge that, pursuant to such activities, BOA or its Related Parties may
receive information regarding the Company or its Related Parties (including
information that may be subject to confidentiality obligations in favor of the
Company or such Related Party) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Credit
Extensions, BOA shall have the same rights and powers under this Agreement as
any other Bank and may exercise the same as though it were not the Agent, and
the terms "Bank" and "Banks" include BOA in its individual capacity.

         SECTION 12.9. SUCCESSOR AGENT. The Agent may, and at the request of
the Required Banks shall, resign as Agent upon 30 days' notice to the Banks and
the Company. If the Agent resigns under this Agreement, the Required Banks shall
appoint from among the Banks a successor agent for the Banks. If no successor
agent is appointed prior to the effective date of the resignation of the Agent,
the Agent may appoint, after consulting with the Banks and the Company, a
successor agent from among the Banks. Upon the acceptance of its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights,
powers and duties of the retiring Agent and the term "Agent" shall mean such
successor agent and the retiring Agent's appointment, powers and duties as Agent
shall be terminated. After any retiring Agent's resignation hereunder as Agent,
the provisions of this ARTICLE XII and SECTIONS 11.1 and 3.1 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement. If no successor agent has accepted appointment as Agent by
the date which is 30 days following a retiring Agent's notice of resignation,
the retiring Agent's


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resignation shall nevertheless thereupon become effective and the Banks shall
perform all of the duties of the Agent hereunder until such time, if any, as the
Required Banks appoint a successor agent as provided for above.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

         SECTION 13.1. COSTS AND EXPENSES. The Company shall:

                  (a) whether or not the transactions contemplated hereby are
         consummated, pay or reimburse BOA (including in its capacity as Agent)
         within five Business Days after demand all reasonable costs and
         expenses incurred by BOA (including in its capacity as Agent) in
         connection with the development, preparation, delivery, administration
         and execution of, and any amendment, supplement, waiver or modification
         to (in each case, whether or not consummated), this Agreement, any Loan
         Document and any other documents prepared in connection herewith or
         therewith, and the consummation of the transactions contemplated hereby
         and thereby, including reasonable Attorney Fees incurred by BOA in its
         capacity as Agent with respect thereto, provided that BOA provides a
         reasonably detailed invoice with respect thereto; and

                  (b) pay or reimburse the Agent, the Arranger and each Bank
         within five Business Days after demand for all reasonable costs and
         expenses (including Attorney Fees) incurred by them in connection with
         the enforcement, attempted enforcement or preservation of any rights or
         remedies under this Agreement or any other Loan Document, or otherwise
         relating to the existence of an Unmatured Event of Default or Event of
         Default or after acceleration of the Liabilities (including in
         connection with any "workout" or restructuring, and including in any
         insolvency proceeding or appellate proceeding), provided that Arranger
         or the relevant Bank, as applicable, provides a reasonably detailed
         invoice with respect thereto.

         SECTION 13.2. AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by the Company or any applicable Subsidiary therefrom,
shall be effective unless the same shall be in writing and signed by the
Required Banks (or by the Agent at the written request of the Required Bank) and
the Company, and acknowledged by the Agent, and then any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which


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given; PROVIDED, HOWEVER, that no such waiver, amendment, or consent shall,
unless in writing and signed by all the Banks, and acknowledged by the Agent, do
any of the following:

                  (a) increase or extend any Commitment of any Bank (or
         reinstate any Commitment terminated pursuant to SECTION 9.2);

                  (b) postpone or delay any date fixed by this Agreement or any
         other Loan Document for any payment of principal, interest, fees or
         other amounts due to the Banks (or any of them) hereunder or under any
         other Loan Document;

                  (c) reduce the principal of, or the rate of interest specified
         herein on any Loan, or (subject to CLAUSE (iii) below) any fees or
         other amounts payable hereunder or under any other Loan Document;

                  (d) release any Obligor (excluding the Company) from its
         obligations under any Guaranty or other Loan Document to which it is a
         party;

                  (e) release any material Collateral from the Lien in favor of
         the Agent (except in accordance with the terms of the applicable
         Collateral Document);

                  (f) change the percentages of the Commitments or of the
         aggregate unpaid principal amount of the Loans and/or Letter of Credit
         Exposure which is required for the Banks or any of them to take any
         action hereunder; or

                  (e) amend this Section, SECTION 7.10, the definition of
         "Required Banks" or any provision herein providing for consent or other
         action by all Banks;

and, PROVIDED FURTHER, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Agent, be effective to amend ARTICLE XII or in any way
affect the rights or duties of the Agent under this Agreement or any other Loan
Document and (ii) any separate fee letters between the Company and any Bank may
be amended, or rights or privileges thereunder waived, in a writing executed by
the parties thereto.

         SECTION 13.3. NOTICES.

                  (a) Except as otherwise permitted under SECTION 2, all
         notices, requests, consents, approvals, waivers and other
         communications shall be in writing (including, unless the context
         expressly otherwise provides, by facsimile


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         transmission, provided that any matter transmitted by Company by
         facsimile (i) shall be immediately confirmed by a telephone call to the
         recipient at the number specified on SCHEDULE 13.3, and (ii) shall be
         followed promptly by delivery of a hard copy original thereof) and
         mailed, faxed or delivered, to the address or facsimile number
         specified for notices on SCHEDULE 13.3; or, as directed to the Company
         or the Agent, to such other address as shall be designated by such
         party in a written notice to the other parties, and as directed to any
         other party, at such other address as shall be designated by such party
         in a written notice to the Company and the Agent.

                  (b) All such notices, requests and communications shall, when
         transmitted by overnight delivery, or faxed, be effective when
         delivered for overnight (next-day) delivery, or transmitted in legible
         form by facsimile machine, respectively, or if mailed, upon the third
         Business Day after the date deposited into the U.S. mail, or if
         delivered, upon delivery; except that notices to the Agent under
         ARTICLES II, IV or XII shall not be effective until actually received
         by the Agent.

                  (c) Any agreement of the Agent and the Banks herein to receive
         certain notices by telephone or facsimile is solely for the convenience
         and at the request of the Company. The Agent and the Banks shall be
         entitled to rely on the authority of any Person purporting to be a
         Person authorized by the Company to give such notice and the Agent and
         the Banks shall not have any liability to the Company or any other
         Person on account of any action taken or not taken by the Agent or a
         Bank in reliance upon such telephonic or facsimile notice. The
         obligation of the Company to repay the Loans and to fulfill its other
         Liabilities shall not be affected in any way or to any extent by any
         failure by the Agent or any Bank to receive written confirmation of any
         telephonic or facsimile notice or the receipt by the Agent or any Bank
         of a confirmation which is at variance with the terms understood by the
         Agent and the Banks to be contained in the telephonic or facsimile
         notice.

         SECTION 13.4. NO WAIVER BY THE AGENT OR BANKS. No failure or delay on
the part of the Agent or any Bank in the exercise of any power or right, and no
course of dealing between the Company or any of its Subsidiaries on the one
hand, and the Agent or any Bank on the other hand, shall operate as a waiver of
such power or right, nor shall any single or partial exercise of any power or
right preclude other or further exercise thereof or the exercise of any other
power or right. The remedies provided for herein are cumulative and not
exclusive of any remedies which


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may be available to the Agent or any Bank at law or in equity. No notice to or
demand on the Company not required hereunder shall in any event entitle the
Company to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the right of the Agent or any Bank to
any other or further action in any circumstances without notice or demand.

         SECTION 13.5. MARSHALLING; PAYMENTS SET ASIDE. Neither the Agent nor
the Banks shall be under any obligation to marshall any assets in favor of the
Company or any other Person or against or in payment of any or all of the
Liabilities. To the extent that the Company makes a payment to the Agent or a
Bank, or the Agent or a Bank exercises its right of set-off, and such payment or
the proceeds of such set-off or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Agent or such Bank in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any bankruptcy or insolvency proceeding or otherwise, then (a)
to the extent of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Bank severally agrees to pay to the Agent upon demand its pro rata share of
any amount so recovered from or repaid by the Agent.

         SECTION 13.6. SUCCESSORS. This Agreement shall be binding upon the
Company, the Agent, the Banks and their respective successors and assigns, and
shall inure to the benefit of the Company, the Agent, the Banks and the
successors and assigns of Agent and the Banks. The Company shall not assign its
rights or duties hereunder without the consent of Agent and the Banks.

         SECTION 13.7. ASSIGNMENTS, PARTICIPATION, ETC.

         SECTION 13.7.1. ASSIGNMENTS.

                  (a) Any Bank (an "ASSIGNOR BANK") may, with the written
         consent of Company at all times other than during the existence of an
         Unmatured Event of Default or an Event of Default and with the written
         consent of the Agent, which consents shall not be unreasonably
         withheld, at any time assign and delegate to one or more Assignees
         (provided that no written consent of the Company or the Agent shall be
         required in connection with any assignment and delegation by an
         Assignor Bank to an Assignee that is a Related Party of such Bank)
         (each an "ASSIGNEE BANK") all, or any ratable part of all, of the
         Credit Extensions, the Commitments and the other rights and obligations
         of such Assignor Bank hereunder. Any such assignment shall (a) unless
         made to


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<PAGE>

         another Bank, be in a minimum amount of $5,000,000 or, if less, the
         Assignor Banks' total Commitment and (b) shall be of a constant, and
         not a varying, percentage of all of the Assignor Bank's Credit
         Extensions and Commitment; PROVIDED, HOWEVER, that (i) the Company and
         the Agent may continue to deal solely and directly with such Assignor
         Bank in connection with the interest so assigned to an Assignee Bank
         until (A) written notice of such assignment, together with payment
         instructions, addresses and related information with respect to the
         Assignee Bank, shall have been given to the Company and the Agent by
         such Assignor Bank and the Assignee Bank; (B) such Assignor Bank and
         Assignee Bank shall have delivered to the Company and the Agent an
         Assignment Agreement together with any Note or Notes subject to such
         assignment and (C) the Agent has received a processing fee in the
         amount of $2,500.

                  (b) From and after the date that the Agent notifies the
         Assignor Bank that it has received (and, if applicable, provided its
         consent with respect to) an executed Assignment Agreement and payment
         of the above-referenced processing fee, (i) the Assignee Bank shall be
         a party hereto and, to the extent that rights and obligations hereunder
         have been assigned to it pursuant to such Assignment Agreement, shall
         have the rights and obligations of a Bank under the Loan Documents, and
         (ii) the Assignor Bank shall, to the extent that rights and obligations
         hereunder and under the other Loan Documents have been assigned by it
         pursuant to such Assignment Agreement, relinquish its rights and be
         released from its obligations under the Loan Documents.

                  (c) Within five Business Days after its receipt of notice by
         the Agent that it has received an executed Assignment Agreement and the
         processing fee, (and provided that, if applicable, it consents to such
         assignment), the Company shall, if requested by the Agent, execute and
         deliver to the Agent, new Note(s) evidencing such Assignee Bank's
         assigned Loans and Commitment and, if the Assignor Bank has retained a
         portion of its Loans and its Commitment, a replacement Note in the
         principal amount of the Loans retained by the Assignor Bank (such Note
         to be in exchange for, but not in payment of, the Note held by such
         Assignor Bank). Immediately upon the Agent's receipt of its processing
         fee payment under the Assignment Agreement, this Agreement shall be
         deemed to be amended to the extent, but only to the extent, necessary
         to reflect the addition of the Assignee Bank and the resulting
         adjustment of the Percentages and the Commitments arising therefrom.
         The Commitment allocated to each Assignee Bank shall reduce such
         Commitment of the Assignor Bank PRO TANTO.


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<PAGE>

         SECTION 13.7.2. PARTICIPATION. Any Bank may at any time sell to one
or more commercial banks or other Persons not Related Parties or competitors of
the Company (a "PARTICIPANT") participating interests in any Credit Extensions
or Commitments of that Bank and the other interests of that Bank (the
"originating Bank ") hereunder and under the other Loan Documents; PROVIDED,
HOWEVER, that (i) the originating Bank's obligations under this Agreement shall
remain unchanged, (ii) the originating Bank shall remain solely responsible for
the performance of such obligations, (iii) the Company, each other Bank and the
Agent shall continue to deal solely and directly with the originating Bank in
connection with the originating Bank's rights and obligations under this
Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant
any participating interest under which the Participant has rights to approve any
amendment to, or any consent or waiver with respect to, this Agreement or any
other Loan Document, except to the extent such amendment, consent or waiver
would require unanimous consent of the Banks as described in the FIRST PROVISO
to SECTION 13.2. In the case of any such participation, the Participant shall be
entitled to the benefit of SECTIONS 6.1, 6.3 and ARTICLE XI as though it were
also a Bank hereunder, and, if amounts outstanding under this Agreement are due
and unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant shall be deemed to
have the right of set-off in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under this Agreement.

         SECTION 13.8. BANKS MAY PLEDGE NOTES. Notwithstanding any other
provision in this Agreement, any Bank may at any time create a security interest
in, or pledge, all or any portion of its rights under and interest in this
Agreement and any Note held by it in favor of any Federal Reserve Bank in
accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR '
203.14, and such Federal Reserve Bank may enforce such pledge or security
interest in any manner permitted under applicable law.

         SECTION 13.9. NO THIRD PARTIES BENEFITED. This Agreement is made and
entered into for the sole protection and legal benefit of the Company, the
Agent, the Banks and the Agent-Related Persons, and their permitted successors
and assigns, and no other Person shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection with,
this Agreement or any of the other Loan Documents.

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     SECTION 13.10. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

     SECTION 13.11. INFORMATION. The Agent or any Bank may furnish any
information concerning the Company and its Subsidiaries in the possession of the
Agent or such Bank from time to time to any potential Assignee Bank so long as
such potential Assignee Bank agrees to keep such information confidential and to
return such information if it does not become a Bank hereunder, or any potential
or actual Participant, and may furnish information in response to credit
inquiries consistent with general banking practice.

     SECTION 13.12. HEADINGS. The various headings of this Agreement and of
each other Loan Document are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or such other Loan Document or
any provisions hereof or thereof.

     SECTION 13.13. EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. On the date counterparts executed by
all of the parties shall have been lodged with the Agent (or, in the case of any
Bank as to which an executed counterpart shall not have been so lodged, the
Agent shall have received telegraphic, telex or other written confirmation from
such Bank of the execution of a counterpart hereof by such Bank), this Agreement
shall become effective (such date is herein called the "RESTATEMENT EFFECTIVE
DATE"), and at such time the Agent shall notify the Company and the Banks of the
effectiveness of this Agreement.

     SECTION 13.14. AMENDMENT AND RESTATEMENT OF ORIGINAL CREDIT AGREEMENT.
This Agreement is an amendment, restatement and continuation of the Original
Credit Agreement. Nothing contained in this Agreement or any other Loan Document
shall be construed to be a payment on or with respect to the Indebtedness of the
Company to any Bank which was outstanding under the Original Credit Agreement
(or any promissory notes executed by the Company in connection therewith)
immediately prior to this Agreement becoming effective or to release, cancel,
terminate or otherwise affect in a manner adverse to any Bank all or any part of
any Lien heretofore granted to the Agent pursuant to or in


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connection with the Company's execution and delivery of the Original Credit
Agreement.

     SECTION 13.15. CONSTRUCTION. The Company acknowledges that this Agreement
shall be deemed to have been negotiated and entered into in the STATE OF
ILLINOIS, and SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF SUCH
STATE without regard to choice of law rules as to interpretation, enforcement,
validity, construction, effect, choice of law, and in all other respects,
including, but not limited to, the legality of the interest rate and other
charges, but excluding perfection of security interests and liens which shall be
governed and controlled by the laws of the relevant jurisdiction. This
Agreement, any Note and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matters
hereof and thereof and supersede any prior agreements, written or oral, with
respect thereto.

     SECTION 13.16. SUBSIDIARY REFERENCES. References in this Agreement and
the other Loan Documents to the Company's Subsidiaries or Material Subsidiaries,
and use of the words "consolidated" or "consolidating," with reference to the
Company, are for convenience only, it being understood that such references
shall have no effect until such time as the Company has one or more Subsidiaries
or Material Subsidiaries, as applicable.

     SECTION 13.17. FORUM SELECTION AND CONSENT TO JURISDICTION. To induce the
Agent and the Banks to enter into this Agreement, the Company irrevocably agrees
that ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE
AGENT, ANY BANK OR THE COMPANY SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN
THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE COMPANY, THE AGENT AND EACH BANK EACH HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE COMPANY, THE AGENT AND EACH BANK EACH FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
COMPANY, THE AGENT AND EACH BANK EACH HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT


                                       93
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PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT THE COMPANY, THE AGENT OR A BANK HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
COMPANY, THE AGENT AND EACH BANK EACH HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     SECTION 13.18. WAIVER OF JURY TRIAL. THE COMPANY, THE AGENT AND EACH BANK
EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (I) UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR (II) ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE COMPANY, THE AGENT AND
EACH BANK ACKNOWLEDGE AND AGREE THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE AGENT AND EACH BANK ENTERING INTO THIS AGREEMENT AND EACH
SUCH OTHER LOAN DOCUMENT.

                            [SIGNATURE PAGES FOLLOW]

                                       94
<PAGE>

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

                                          DUFF & PHELPS CREDIT RATING CO.,

                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------

                                          Address:  55 East Monroe Street
                                                    Suite 3500
                                                    Chicago, IL 60603

                                          Attention:
                                                    ----------------------------
                                          Facsimile number:
                                                           ---------------------

                                          BANK OF AMERICA, NATIONAL ASSOCIATION,
                                          AS AGENT

                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------

                                          Address:  231 South LaSalle Street
                                                    Chicago, Illinois 60697

                                          Attention:
                                                    ----------------------------
                                          Facsimile number:
                                                           ---------------------

                                       95
<PAGE>

                                          BANKS:

                                          BANK OF AMERICA, NATIONAL ASSOCIATION

                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------

                                          Address:  231 South LaSalle Street

                                                    Chicago, Illinois 60697

                                          Attention:
                                                    ----------------------------
                                          Facsimile number:
                                                           ---------------------

                                          THE NORTHERN TRUST COMPANY

                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------

                                          Address:  50 South LaSalle Street
                                                    Chicago, Illinois 60675

                                          Attention:
                                                    ----------------------------
                                          Facsimile number:
                                                           ---------------------

                                       96
<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES

EXHIBITS:

Exhibit A -       Form of Assignment Agreement
Exhibit B -       Form of Company Pledge Agreement
Exhibit C -       Form of Security Agreement
Exhibit D -       Form of Guaranty
Exhibit E -       Form of Note
Exhibit F -       Form of Notice of Borrowing
Exhibit G -       Form of Notice of Continuation/Conversion
Exhibit H -       Form of Compliance Certificate
Exhibit I -       Form of Legal Opinion
Exhibit J -       Form of Application

SCHEDULES

Schedule I        -        Commitments and Percentages of Banks
Schedule II       -        Disclosure Schedule
Schedule III      -        Agent's Payment Office
Schedule IV       -        Banks' Lending Office(s)

                                       97
<PAGE>

                                    EXHIBIT A

                              ASSIGNMENT AGREEMENT

     Reference is made to Section 13.7.1 of the Amended and Restated Credit
Agreement dated as of November 12, 1999 (as amended or otherwise modified, the
"CREDIT AGREEMENT"), among Duff & Phelps Credit Rating Co., various financial
institutions and Bank of America, National Association, as agent (the "Agent").
Unless otherwise defined herein or the context otherwise requires, terms used
herein have the meanings provided in the Credit Agreement.

                _________________ ("Assignor") and ______________
("Assignee")
hereby agree as follows:

     The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, that interest in and to all of
the Assignor's rights and obligations under the Credit Agreement equal to __% of
the outstanding Loans and Aggregate Commitment Amount. After giving effect to
such assignment and sale, the Assignor's and Assignee's Percentages for the
purposes of the Credit Agreement will be as set forth opposite each such
Person's name on the signature pages hereof.

     The effective date of this Assignment Agreement shall be the date when the
consent of the Agent and the Company to this Assignment Agreement has been
received and the conditions set forth in clauses (A), (B) and (C) of PARAGRAPH
(A) of Section 13.7.1 of the Credit Agreement shall be either satisfied or
waived. The Assignor hereby instructs the Agent to make all payments after the
effective date hereof in respect of the interest assigned hereby directly to the
Assignee. The Assignor and the Assignee agree that all interest and fees accrued
up to, but not including, the effective date hereof are the property of the
Assignor, and not the Assignee. The Assignee agrees that, upon receipt of any
such interest or fees, the Assignee will promptly remit the same to the
Assignor.

     The Assignee hereby confirms that it has received a copy of the Credit
Agreement and the exhibits related thereto, together with copies of the
documents which were required to be delivered under the Credit Agreement as a
condition to the making of the Loans thereunder. The Assignee acknowledges and
agrees that it (i) has made and will continue to make such inquiries and has
taken and will take such care on its own behalf as would have been the case had
its Commitment been granted and its Loans been made directly by such Assignee to
the Company without the intervention of the Agent, the Assignor or any other
Bank and (ii) has made and will continue to make, independently and

<PAGE>

without reliance upon the Agent, the Assignor or any other Bank and based on
such documents and information as it has deemed appropriate, its own credit
analysis and decisions relating to the Credit Agreement. The Assignee further
acknowledges and agrees that neither the Agent nor the Assignor makes any
representations or warranties about the creditworthiness of the Company or any
other party to the Credit Agreement or any other Loan Document or with respect
to the legality, validity, sufficiency or enforceability of the Credit Agreement
or any other Loan Document or the value of any security therefor.

     The Assignee represents and warrants to the Agent that, as of the date
hereof, the Company will not be obligated to pay any greater amount under
Article VI of the Credit Agreement than the Company is obligated to pay to the
Assignor under such Article.

     Except as otherwise provided in the Credit Agreement, effective as of the
date of acceptance hereof by the Agent

     (a)  the Assignee (i) shall be deemed automatically to have become a party
          to the Credit Agreement and have all the rights and obligations of a
          "Bank" under the Credit Agreement as if it were an original signatory
          thereto to the extent specified in the third paragraph hereof; and
          (ii) agrees to be bound by the terms and conditions set forth in the
          Credit Agreement as if it were an original signatory thereto; and

     (b)  the Assignor shall be released from its obligations under the Credit
          Agreement with respect to the Loans and the portion of the Aggregate
          Commitment assigned to the Assignee hereunder.

     The Assignor and the Assignee hereby agree that the [Assignor] [Assignee]
will pay to the Agent the processing fee referred to in Section 14.9.1 of the
Credit Agreement.

     The Assignee hereby advises each of you of the following administrative
details with respect to the assigned Loans and Commitment:

(A) Address for Notices:

         Institution Name:

         Address:

         Attention:

         Telephone:

                                       2

<PAGE>

         Facsimile

(B) Payment Instructions:

     [The Assignee has delivered to the Company and the Agent (or is delivering
to the Company and the Agent concurrently herewith) the tax forms referred to in
Article VI of the Credit Agreement.]*

     Please evidence your consent to and acceptance of the proposed assignment
and delegation set forth herein by signing and returning counterparts hereof to
the Assignor and the Assignee.

ADJUSTED PERCENTAGE = ____%               [ASSIGNOR]

                                          By:
                                             -----------------------------------
                                          Title:

PERCENTAGE = ____%                        [ASSIGNEE]

                                          By:
                                             -----------------------------------
                                          Title:

ACCEPTED AND CONSENTED TO
this ____ day of _________, 199_

BANK OF AMERICA, NATIONAL ASSOCIATION
as Agent

By:
   ---------------------------------------
   Title:
         ---------------------------------

CONSENTED TO
this ____ day of _________, 199_

DUFF & PHELPS CREDIT RATING CO.

By:
   ---------------------------------------

---------------------
* Insert bracketed paragraph if Assignee is organized under ahe law of a
jurisdiction other than the United States of America.

                                       3

<PAGE>

         Title:
               ---------------------------


                                       4

<PAGE>

                                    EXHIBIT B

                            COMPANY PLEDGE AGREEMENT

     THIS AMENDED AND RESTATED COMPANY PLEDGE AGREEMENT (this "AGREEMENT") dated
as of November 12, 1999, is between DUFF & PHELPS CREDIT RATING CO., an Illinois
corporation (the "COMPANY"), and BANK OF AMERICA, NATIONAL ASSOCIATION (formerly
known as Bank of America National Trust and Savings Association and successor by
merger to Bank of America Illinois ) in its capacity as agent for the Banks
referred to below (in such capacity, together with any successor in such
capacity, the "AGENT").

                              W I T N E S S E T H:

     WHEREAS, pursuant to an Amended and Restated Credit Agreement dated as of
even date herewith (as amended or otherwise modified from time, the "CREDIT
AGREEMENT") among the Company, various financial institutions (including Bank of
America, National Association; such financial institutions, together with their
respective successors and assigns, collectively the "Banks" and individually
each a "Bank") and the Agent, the Banks have agreed to make Credit Extensions
(as such term is defined in the Credit Agreement) to the Company from time to
time: and

     WHEREAS, it is a condition precedent to the making of Credit Extensions
under the Credit Agreement that the Company execute and deliver to the Agent a
pledge agreement in the form of this Agreement;

     NOW, THEREFORE, for and in consideration of any loan, advance or other
financial accommodation heretofore or hereafter made to the Company under or in
connection with the Credit Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     DEFINITIONS. When used herein, the following terms shall have the following
meanings (such definitions to be applicable to both the singular and plural
forms of such terms):

          COLLATERAL - see SECTION 2.

               DEFAULT means the occurrence of any of the following events: (a)
          any Unmatured Event of Default under Section 9.1.8 of the Credit
          Agreement; (b) any Event of Default; or (c) any warranty of the
          Company herein is untrue or misleading in any material respect.

<PAGE>

               EVENT OF DEFAULT has the meaning assigned to such term in the
          Credit Agreement.

               FOREIGN ISSUER means each Issuer designated as a "Foreign Issuer"
          on SCHEDULE I hereto.

               ISSUER means the issuer of any of the shares of stock or other
          securities representing all or any of the Collateral.

               LIABILITIES means all obligations (monetary or otherwise) of the
          Company, howsoever created, arising or evidenced, whether direct or
          indirect, absolute or contingent, now or hereafter existing, or due or
          to become due, which arise out of or in connection with the Credit
          Agreement, the Notes (as such term is defined in the Credit
          Agreement), this Agreement, or any other Loan Document, or any
          document or instrument executed in connection with any of the
          foregoing.

               LOAN DOCUMENT has the meaning assigned to such term in the Credit
          Agreement.

               UNMATURED EVENT OF DEFAULT has the meaning assigned to such term
          in the Credit Agreement.

     1. PLEDGE. As security for the payment of all Liabilities, the Company
hereby pledges, assigns and transfers to the Agent for the ratable benefit of
the Banks, and grants to the Agent for the ratable benefit of the Banks a
security interest in, all of the following:

     A. All of the shares of stock and other securities described in SCHEDULE I
hereto, all of the certificates and/or instruments representing such shares of
stock and other securities, and all cash, securities, dividends, rights and
other property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such shares
or other securities;

     B. All additional shares of stock of any of the Issuers listed in SCHEDULE
I hereto at any time and from time to time acquired by the Company in any
manner, all of the certificates representing such additional shares, and all
cash, securities, dividends, rights and other property at any time and from time
to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares; PROVIDED, HOWEVER, that in the case of
Foreign Issuers, the Agent's security interest hereunder shall not at any time
extend to more than 65% of the outstanding shares of any class of stock of any
such Foreign Issuer;

                                      -2-

<PAGE>

     C. All other property hereafter delivered to the Agent in substitution for
or in addition to any of the foregoing, all certificates and instruments
representing, or evidencing such property, and all cash, securities, interest,
dividends, rights and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
thereof; and

     D. All products and proceeds of all of the foregoing.

All of the foregoing are herein collectively called the "Collateral".

     The Company agrees to deliver to the Agent, promptly upon receipt and in
due form for transfer (i.e., endorsed in blank or accompanied by stock or bond
powers executed in blank), any Collateral which may at any time or from time to
time be in or come into the possession or control of the Company; and prior to
the delivery thereof to the Agent, such Collateral shall be held by the Company
separate and apart from its other property and in express trust for the Agent.

     2. WARRANTIES; FURTHER ASSURANCES. The Company warrants to the Agent and
each Bank that: (a) the Company is (or at the time of any future delivery,
pledge, assignment or transfer thereof will be) the legal and equitable owner of
the Collateral free and clear of all liens, security interests and encumbrances
of every description whatsoever other than the security interest created
hereunder; (b) the pledge and delivery of the Collateral pursuant to this
Agreement will create a valid perfected security interest in the Collateral in
favor of the Agent; (c) all shares of stock referred to in SCHEDULE I hereto are
duly authorized, validly issued, fully paid and non-assessable; (d) as to each
Issuer whose name appears in SCHEDULE I hereto, the Collateral represents on the
date hereof not less than the applicable percent (as shown in SCHEDULE I hereto)
of the total shares of capital stock issued and outstanding of such Issuer; and
(e) the information contained in SCHEDULE I hereto is true and accurate in all
respects.

     So long as any of the Liabilities shall be outstanding or any commitment
shall exist on the part of the Agent or any Bank with respect to the creation of
any Liabilities, the Company (i) shall not, without the express prior written
consent of the Agent, sell, assign, exchange, pledge or otherwise transfer,
encumber, or grant any option, warrant or other right to purchase the stock of
any Issuer which is pledged hereunder, or otherwise diminish or impair any of
its rights in, to or under any of the Collateral; (ii) shall execute such
Uniform Commercial Code financing statements and other documents (and pay the
costs of filing and recording or re-filing and re-recording the same in

                                      -3-

<PAGE>

all public offices deemed necessary or appropriate by the Agent) and do such
other acts and things, all as the Agent may from time to time reasonably
request, to establish and maintain a valid, perfected security interest in the
Collateral (free of all other liens, claims and rights of third parties
whatsoever) to secure the performance and payment of the Liabilities; (iii) will
execute and deliver to the Agent such stock powers and similar documents
relating to the Collateral, satisfactory in form and substance to the Agent, as
the Agent may reasonably request; and (iv) will furnish the Agent or any Bank
such information concerning the Collateral as the Agent or such Bank may from
time to time reasonably request, and will permit the Agent or any Bank or any
designee of the Agent or any Bank, from time to time at reasonable times and on
reasonable notice, to inspect, audit and make copies of and extracts from all
records and all other papers in the possession of the Company which pertain to
the Collateral, and will, upon request of the Agent at any time when a Default
has occurred and is continuing, deliver to the Agent all of such records and
papers.

         3. HOLDING IN NAME OF AGENT, ETC. The Agent may from time to time after
the occurrence and during the continuance of a Default, without notice to the
Company, take all or any of the following actions: (a) transfer all or any part
of the Collateral into the name of the Agent for the ratable benefit of the
Banks or any nominee or sub-agent for the Agent for the ratable benefit of the
Banks, with or without disclosing that such Collateral is subject to the lien
and security interest hereunder, (b) appoint one or more sub-agents or nominees
for the purpose of retaining physical possession of the Collateral, (c) notify
the parties obligated on any of the Collateral to make payment to the Agent of
any amounts due or to become due thereunder, (d) endorse any checks, drafts or
other writings in the name of the Company to allow collection of the Collateral,
(e) enforce collection of any of the Collateral by suit or otherwise, and
surrender, release or exchange all or any part thereof, or compromise or renew
for any period (whether or not longer than the original period) any obligations
of any nature of any party with respect thereto, and (f) take control of any
proceeds of the Collateral.

     4. VOTING RIGHTS, DIVIDENDS, ETC. (a) Notwithstanding certain provisions of
Section 4 hereof, so long as the Agent has not given the notice referred to in
paragraph (b) below:

          B. The Company shall be entitled to exercise any and all voting or
     consensual rights and powers and stock purchase or subscription rights (but
     any such exercise by the Company of stock purchase or subscription rights
     may be made only from funds of the Company not comprising part of the
     Collateral) relating or pertaining to the Collateral or any part thereof
     for any purpose; PROVIDED, HOWEVER, that

                                      -4-

<PAGE>

          the Company agrees that it will not exercise any such right or power
          in any manner which would have a material adverse effect on the value
          of the Collateral or any part thereof.

               B. The Company shall be entitled to receive and retain any and
          all lawful dividends payable in respect of the Collateral which are
          paid in cash by any Issuer if such dividends are permitted by the
          Credit Agreement, but all dividends and distributions in respect of
          the Collateral or any part thereof made in shares of stock or other
          property or representing any return of capital, whether resulting from
          a subdivision, combination or reclassification of Collateral or any
          part thereof or received in exchange for Collateral or any part
          thereof or as a result of any merger, consolidation, acquisition or
          other exchange of assets to which any Issuer may be a party or
          otherwise or as a result of any exercise of any stock purchase or
          subscription right, shall be and become part of the Collateral
          hereunder and, if received by the Company, shall be forthwith
          delivered to the Agent in due form for transfer (i.e., endorsed in
          blank or accompanied by stock or bond powers executed in blank) to be
          held for the purposes of this Agreement.

               C. The Agent shall execute and deliver, or cause to be executed
          and delivered, to the Company, all such proxies, powers of attorney,
          dividend orders and other instruments as the Company may request for
          the purpose of enabling the Company to exercise the rights and powers
          which it is entitled to exercise pursuant to CLAUSE (A) above and to
          receive the dividends which it is authorized to retain pursuant to
          CLAUSE (B) above.

     (b) Upon notice from the Agent during the existence of a Default, and so
long as the same shall be continuing, all rights and powers which the Company is
entitled to exercise pursuant to SECTION 5(A)(A) hereof, and all rights of the
Company to receive and retain dividends pursuant to SECTION 5(A)(B) hereof,
shall forthwith cease, and all such rights and powers shall thereupon become
vested in the Agent which shall have, during the continuance of such Default,
the sole and exclusive authority to exercise such rights and powers and to
receive such dividends. Any and all money and other property paid over to or
received by the Agent pursuant to this PARAGRAPH (B) shall be retained by the
Agent as additional Collateral hereunder and applied in accordance with the
provisions hereof.

     5. REMEDIES. Whenever a Default shall exist, the Agent may exercise from
time to time any rights and remedies available to it under the Uniform
Commercial Code as in effect in Illinois or otherwise available to it. Without
limiting the foregoing, whenever a Default shall exist the Agent (a) may, to the
fullest

                                      -5-

<PAGE>

extent permitted by applicable law, without notice, advertisement, hearing or
process of law of any kind, (i) sell any or all of the Collateral, free of all
rights and claims of the Company therein and thereto, at any public or private
sale or brokers' board and (ii) bid for and purchase any or all of the
Collateral at any such public sale and (b) shall have the right, for and in the
name, place and stead of the Company, to execute endorsements, assignments,
stock powers and other instruments of conveyance or transfer with respect to all
or any of the Collateral. The Company hereby expressly waives, to the fullest
extent permitted by applicable law, any and all notices, advertisements,
hearings or process of law in connection with the exercise by the Agent of any
of its rights and remedies during the continuance of a Default. If any
notification of intended disposition of any of the Collateral is required by
law, such notification, if mailed, shall be deemed reasonably and properly given
if mailed at least ten (10) days before such disposition, postage prepaid,
addressed to the Company, either at the address of the Company shown below, or
at any other address of the Company appearing on the records of the Agent. Any
proceeds of any of the Collateral may be applied by the Agent to the payment of
expenses in connection with the Collateral, including, without limitation,
reasonable attorneys' fees and legal expenses, and any balance of such proceeds
may be applied by the Agent toward the payment of such of the Liabilities, and
in such order of application, as the Agent may from time to time elect in
accordance with the Credit Agreement (and, after payment in full of all
Liabilities, any excess shall be delivered to the Company or as a court of
competent jurisdiction shall direct).

     The Agent is hereby authorized to comply with any limitation or restriction
in connection with any sale of Collateral as it may be advised by counsel is
necessary in order to (a) avoid any violation of applicable law (including,
without limitation, compliance with such procedures as may restrict the number
of prospective bidders and purchasers and/or further restrict such prospective
bidders or purchasers to Persons who will represent and agree that they are
purchasing for their own account for investment and not with a view to the
distribution or resale of such Collateral) or (b) obtain any required approval
of the sale or of the purchase by any governmental regulatory authority or
official, and the Company agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner and that the Agent shall not be liable or accountable to the
Company for any discount allowed by reason of the fact that such Collateral is
sold in compliance with any such limitation or restriction.

     6. GENERAL. The Agent shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if it takes such action for that
purpose as the Company shall

                                      -6-
<PAGE>

request in writing, but failure of the Agent to comply with any such request
shall not of itself be deemed a failure to exercise reasonable care, and no
failure of the Agent to preserve or protect any rights with respect to the
Collateral against prior parties, or to do any act with respect to preservation
of the Collateral not so requested by the Company, shall be deemed a failure to
exercise reasonable care in the custody or preservation of any Collateral.

         No delay on the part of the Agent in exercising any right, power or
remedy shall operate as a waiver thereof, and no single or partial exercise of
any such right, power or remedy shall preclude any other or further exercise
thereof, or the exercise of any other right, power or remedy. No amendment,
modification or waiver of, or consent with respect to, any provision of this
Agreement shall be effective unless the same shall be in writing and signed and
delivered by the Agent, and then such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

         All obligations of the Company and all rights, powers and remedies of
the Agent and the Banks expressed herein are in addition to all other rights,
powers and remedies possessed by them, including, without limitation, those
provided by applicable law or in any other written instrument or agreement
relating to any of the Liabilities or any security therefor.

         This Agreement has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the internal laws of the State of
Illinois. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

         This Agreement shall be binding upon the Company and the Agent and
their respective successors and assigns, and shall inure to the benefit of the
Company and the Agent and the successors and assigns of the Agent.

         This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and each such counterpart
shall be deemed an original but all such counterparts shall together constitute
but one and the same Agreement.

         This Agreement is an amendment, restatement and continuation of that
certain Company Pledge Agreement dated as of October 31,


                                      -7-
<PAGE>

1994 (the"PRIOR PLEDGE AGREEMENT") executed and delivered by the Company and the
Agent. Nothing herein shall be deemed to in any way terminate or limit any lien,
claim or security interest heretofore granted to or retained by the Agent under
or pursuant to the Prior Pledge Agreement.

         ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS LOCATED IN CHICAGO, ILLINOIS
OR IN THE EASTERN DIVISION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN CHICAGO, ILLINOIS AND OF THE
EASTERN DIVISION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT
OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE
COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, TO THE ADDRESS OF THE COMPANY SPECIFIED IN, OR PURSUANT
TO, THE CREDIT AGREEMENT, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT THE COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE COMPANY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         EACH OF THE COMPANY, THE AGENT AND (BY ACCEPTING THE BENEFITS HEREOF)
EACH BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.


                          [SIGNATURE PAGE FOLLOWS NEXT]

                                      -8-
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
as of the day and year first written above.

                                            DUFF & PHELPS CREDIT RATING CO.

Address:

55 East Monroe Street                       By:________________________________
Suite 3500                                     Title:__________________________
Chicago, Illinois 60603
Attention: Marie C. Becker

                                            BANK OF AMERICA, NATIONAL
                                       ASSOCIATION, as Agent

Address:

231 South LaSalle Street                    By:________________________________
Chicago, Illinois 60697                                 Vice President
Attention: ________________


                                      -9-
<PAGE>


                                    EXHIBIT C

                     AMENDED AND RESTATED SECURITY AGREEMENT

         THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "AGREEMENT") dated
as of November 12, 1999, is among DUFF & PHELPS CREDIT RATING CO., an Illinois
corporation (the "COMPANY"), DUFF & PHELPS CREDIT RATING CO. OF EUROPE, an
Illinois corporation ("D&P EUROPE"), DUFF & PHELPS CREDIT RATING CO. OF ASIA, an
Illinois corporation ("D&P ASIA") such other persons or entities which from time
to time become parties hereto (collectively, including the Company, the
"DEBTORS" and individually each a "DEBTOR") and BANK OF AMERICA, NATIONAL
ASSOCIATION (formerly known as Bank of America National Trust and Savings
Association and successor by merger to Bank of America Illinois ) in its
capacity as agent for the Banks referred to below (in such capacity, together
with any successor in such capacity, the "AGENT").

                              W I T N E S S E T H:

         WHEREAS, the Company has entered into an Amended and Restated Credit
Agreement dated as of November 12, 1999 (as amended or otherwise modified from
time to time, the "CREDIT AGREEMENT") with various financial institutions
(together with their respective successors and assigns, the "BANKS" and
individually each a "BANK") and the Agent, pursuant to which the Banks have
agreed to make Credit Extensions (as defined in the Credit Agreement) to the
Company;

         WHEREAS, each of the Debtors other than the Company has executed and
delivered a guaranty (the "GUARANTY") of the obligations of the Company under
the Credit Agreement;

         WHEREAS, the obligations of the Company under the Credit Agreement and
the obligations of each other Debtor under the Guaranty are to be secured
pursuant to this Agreement; and

         WHEREAS, it is a condition precedent to the making of Credit Extensions
under the Credit Agreement that each Debtor execute and deliver to the Agent a
security agreement in the form of this Agreement;

         NOW, THEREFORE, for and in consideration of any loan, advance or other
financial accommodation heretofore or hereafter made to the Company by the Banks
or any of them, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


<PAGE>

         1. DEFINITIONS. When used herein, (a) the terms INVESTMENT PROPERTY,
CHATTEL PAPER, DEPOSIT ACCOUNT, DOCUMENT, EQUIPMENT, FIXTURE, GOODS, INVENTORY
and INSTRUMENT have the respective meanings assigned to such terms in the
Uniform Commercial Code (as defined below) and (b) the following terms have the
following meanings (such definitions to be applicable to both the singular and
plural forms of such terms):

         ACCOUNT DEBTOR means the party who is obligated on or under any Account
Receivable Contract Right or General Intangible.

         ACCOUNT RECEIVABLE means, with respect to any Debtor, any right of such
Debtor to payment for goods sold or leased or for services rendered.

         ASSIGNEE DEPOSIT ACCOUNT - see SECTION 4.

         COLLATERAL means, with respect to any Debtor, all property and rights
of such Debtor in which a security interest is granted hereunder.

         COMMITMENTS has the meaning assigned to such term in the Credit
Agreement.

         COMPUTER HARDWARE AND SOFTWARE means, with respect to any Debtor, (i)
all computer and other electronic data processing hardware, whether now owned,
licensed or leased or hereafter acquired by such Debtor, including, without
limitation, all integrated computer systems, central processing units, memory
units, display terminals, printers, features, computer elements, card readers,
tape drives, hard and soft disk drives, cables, electrical supply hardware,
generators, power equalizers, accessories and all peripheral devices and other
related computer hardware; (ii) all software programs, whether now owned,
licensed or leased or hereafter acquired by such Debtor, designed for use on the
computers and electronic data processing hardware described in CLAUSE (I) above,
including, without limitation, all operating system software, utilities and
application programs in whatsoever form (source code and object code in magnetic
tape, disk or hard copy format or any other listings whatsoever); (iii) all
firmware associated therewith, whether now owned, licensed or leased or
hereafter acquired by such Debtor; and (iv) all documentation for such hardware,
software and firmware described in the preceding CLAUSES (I), (II) and (III)
above, whether now owned, licensed or leased or hereafter acquired by such
Debtor, including, without limitation, flow charts, logic diagrams, manuals,
specifications, training materials, charts and pseudo codes.

         CONTRACT RIGHT means, with respect to any Debtor, any right of such
Debtor to payment under a contract for the sale or lease


                                      -2-
<PAGE>

of goods or the rendering of services, which right is at the time not yet earned
by performance.

         DEFAULT means the occurrence of any of the following events: (a) any
Unmatured Event of Default under Section 9.1.8 of the Credit Agreement; (b) any
Event of Default; or (c) any warranty of any Debtor herein is untrue or
misleading in any material respect.

         EVENT OF DEFAULT has the meaning assigned to such term in the Credit
Agreement.

         GENERAL INTANGIBLES means, with respect to any Debtor, all of such
Debtor's "general intangibles" as defined in the Uniform Commercial Code as in
effect in Illinois on the date hereof and, in any event, includes (without
limitation) all of such Debtor's trademarks, trade names, patents, copyrights,
trade secrets, customer lists, inventions, designs, software programs, mask
works, goodwill, registrations, licenses, franchises, tax refund claims,
guarantee claims, security interests and rights to indemnification.

         INTELLECTUAL PROPERTY means all past, present and future: trade secrets
and other proprietary information; trademarks, service marks, business names,
designs, logos, indicia, and/or other source and/or business identifiers and the
goodwill of the business relating thereto and all registrations or applications
for registrations which have heretofore been or may hereafter be issued thereon
throughout the world; copyrights (including, without limitation, copyrights for
computer programs) and copyright registrations or applications for registrations
which have heretofore been or may hereafter be issued throughout the world and
all tangible property embodying the copyrights; unpatented inventions (whether
or not patentable); patent applications and patents; industrial designs,
industrial design applications and registered industrial designs; license
agreements related to any of the foregoing set forth in this definition and
income therefrom; books, records, writings, computer tapes or disks, flow
diagrams, specification sheets, source codes, object codes and other physical
manifestations, embodiments or incorporations of any of the foregoing set forth
in this definition; the right to sue for all past, present and future
infringements of any of the foregoing set forth in this definition; and all
common law and other rights throughout the world in and to all of the foregoing
set forth in this definition.

         LIABILITIES means, as to each Debtor, all obligations (monetary or
otherwise) of such Debtor, howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, now or hereafter existing, or due or
to become due,



                                      -3-
<PAGE>

which arise out of or in connection with the Credit Agreement, any Note, the
Guaranty, any other Loan Document, or any document or instrument executed in
connection with any of the foregoing.

         LOAN DOCUMENT has the meaning assigned to such term in the Credit
Agreement.

         NON-TANGIBLE COLLATERAL means, with respect to any Debtor,
collectively, such Debtor's Accounts Receivable, Contract Rights and General
Intangibles.

         NOTES has the meaning assigned to such term in the Credit Agreement.

         PERMITTED LIENS - see SECTION 3.

         SUBSIDIARY has the meaning assigned to such term in the Credit
Agreement.

         UNIFORM COMMERCIAL CODE means the Uniform Commercial Code as in effect
in the State of Illinois on the date of this Agreement; provided, however, as
used in SECTION 8 hereof, "Uniform Commercial Code" shall mean the Uniform
Commercial Code as in effect from time to time in the applicable jurisdiction.

         UNMATURED EVENT OF DEFAULT has the meaning assigned to such term in the
Credit Agreement.

         2. GRANT OF SECURITY INTEREST. As security for the payment of all
Liabilities, each Debtor hereby assigns to the Agent for the ratable benefit of
the Banks, and grants to the Agent for the ratable benefit of the Banks a
continuing security interest in, the following, whether now or hereafter
existing or acquired:

         All of such Debtor's:

               (i)         Accounts Receivable;

              (ii)         Investment Property;

             (iii)         Chattel Paper;

              (iv)         Computer Hardware and Software and all rights with
                           respect thereto, including, without limitation, any
                           and all licenses, options, warranties, service
                           contracts, program services, test rights, maintenance
                           rights, support rights, improvement rights, renewal
                           rights and indemnifications, and any substitutions,
                           replacements, additions or model conversions of any
                           of the foregoing;


                                      -4-
<PAGE>

               (v)         Contract Rights;

              (vi)         Deposit Accounts;

             (vii)         Documents;

            (viii)         General Intangibles (including, without limitation,
                           any rights of such Debtor arising from time to time
                           to receive payment under a billing to a person or
                           other entity representing such person's or entity's
                           obligation to reimburse such Debtor for indebtedness
                           paid or to be paid by such Debtor for the account of
                           such person or entity):

              (ix)         Goods (including, without limitation, all its
                           Equipment, Fixtures and Inventory), together with all
                           accessions, additions, attachments, improvements,
                           substitutions and replacements thereto and therefor;

               (x)         Instruments;

              (xi)         Intellectual Property;

             (xii)         money (of every jurisdiction whatsoever) and;

            (xiii)         to the extent not included in the foregoing, all
                           other personal property of any kind or description;

         together with all books, records, writings, data bases, information and
         other property relating to, used or useful in connection with,
         evidencing, embodying, incorporating or referring to any of the
         foregoing, and all proceeds, products, offspring, rents, issues,
         profits and returns of and from any of the foregoing.

         3. WARRANTIES. Each Debtor warrants that: (i) such Debtor is and will
be the lawful owner of all Collateral, free of all liens and claims whatsoever,
other than the security interest hereunder and liens and claims expressly
permitted by the Credit Agreement ("Permitted Liens"), with full power and
authority to execute this Agreement and perform such Debtor's obligations
hereunder, and to subject the Collateral to the security interest granted
hereunder; (ii) no financing statement (other than any which may have been filed
in favor of the Agent for the ratable benefit of the Banks or with respect to
Permitted Liens) covering any of the Collateral is on file in any public office;
(iii) all information with respect to Collateral and Account Debtors set forth
in any schedule, certificate or other writing at any time heretofore or
hereafter furnished by such Debtor to the Agent or



                                      -5-
<PAGE>

any Bank, and all other written information heretofore or hereafter furnished by
such Debtor to the Agent or any Bank, is and will be true and correct as of the
date furnished; (iv) such Debtor's chief executive office and principal place of
business are as set forth on SCHEDULE I hereto (and such Debtor has not
maintained its chief executive office and principal place of business at any
other location at any time after March 30, 1994); (v) each other location where
such Debtor maintains a place of business is set forth on SCHEDULE II hereto;
(vi) such Debtor is not now known and during the five years preceding the date
hereof has not previously been known by any trade name except as set forth on
SCHEDULE III hereto; (vii) during the five years preceding the date hereof, such
Debtor has not been known by any legal name different from the one set forth on
the signature page of this Agreement except as set forth on SCHEDULE III hereto,
nor has such Debtor been the subject of any merger or other corporate
reorganization except as set forth on SCHEDULE IV hereto; (viii) SCHEDULE V
hereto contains a complete listing of all of such Debtor's Intellectual Property
which is subject to registration statutes; (ix) such Debtor is a corporation
duly organized, validly existing and in good standing under the laws of the
state of its incorporation; (x) the execution and delivery of this Agreement and
the performance by such Debtor of its obligations hereunder are within such
Debtor's corporate powers, have been duly authorized by all necessary corporate
action, have received all necessary governmental approval (if any shall be
required), and do not and will not contravene or conflict with any provision of
law or of the charter or by-laws of such Debtor or of any material agreement,
indenture, instrument or other document, or any material judgment, order or
decree, which is binding upon such Debtor or its properties; (xi) this Agreement
is a legal, valid and binding obligation of such Debtor, enforceable in
accordance with its terms, except that the enforceability of this Agreement may
be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent
transfer, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law); and (xii) such Debtor is in compliance with the requirements of all
applicable laws (including, without limitation, the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which would materially adversely affect the business,
properties, assets, operations, condition (financial or otherwise) or prospects
of the Company and its Material Subsidiaries taken as a whole or the value of
the Collateral or the worth of the Collateral as collateral security.

         4. COLLECTIONS, ETC. Until such time as the Agent shall notify such
Debtor of the revocation of such power and authority, each Debtor (a) may, in
the ordinary course of its business, at



                                      -6-
<PAGE>

its own expense, sell, lease or furnish under contracts of service any of the
Inventory normally held by such Debtor for such purpose, use and consume, in the
ordinary course of its business, any raw materials, work in process or materials
normally held by such Debtor for such purpose, and use, in the ordinary course
of its business (but subject to the terms of the Credit Agreement), the cash
proceeds of Collateral and other money which constitutes Collateral, (b) will,
at its own expense, endeavor to collect, as and when due, all amounts due under
any of the Non-Tangible Collateral, including the taking of such action with
respect to such collection as the Agent may reasonably request or, in the
absence of such request, as such Debtor may deem advisable, and (c) may grant,
in the ordinary course of business, to any party obligated on any of the
Non-Tangible Collateral, any rebate, refund or allowance to which such party may
be lawfully entitled, and may accept, in connection therewith, the return of
Goods, the sale or lease of which shall have given rise to such Non-Tangible
Collateral. The Agent, however, may, at any time that a Default exists, whether
before or after any revocation of such power and authority or the maturity of
any of the Liabilities, notify any parties obligated on any of the Non-Tangible
Collateral to make payment to the Agent of any amounts due or to become due
thereunder and enforce collection of any of the Non-Tangible Collateral by suit
or otherwise and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any indebtedness thereunder or evidenced thereby. Upon request
of the Agent during the existence of a Default, each Debtor will, at its own
expense, notify any parties obligated on any of the Non-Tangible Collateral to
make payment to the Agent, for the ratable benefit of the Banks, of any amounts
due or to become due thereunder.

         Upon request by the Agent during the existence of a Default, each
Debtor will forthwith, upon receipt, transmit and deliver to the Agent, for the
ratable benefit of the Banks, in the form received, all cash, checks, drafts and
other instruments or writings for the payment of money (properly endorsed, where
required, so that such items may be collected by the Agent) which may be
received by such Debtor at any time in full or partial payment or otherwise as
proceeds of any of the Collateral. Except as the Agent may otherwise consent in
writing, any such items which may be so received by any Debtor will not be
commingled with any other of its funds or property, but will be held separate
and apart from its own funds or property and upon express trust for the Agent
until delivery is made to the Agent. Each Debtor will comply with the terms and
conditions of any consent given by the Agent pursuant to the foregoing sentence.

         During the existence of a Default, all items or amounts which are
delivered by any Debtor to the Agent on account of



                                      -7-
<PAGE>

partial or full payment or otherwise as proceeds of any of the Collateral shall
be deposited to the credit of a deposit account (each an "Assignee Deposit
Account") of such Debtor with the Agent, for the ratable benefit of the Banks,
as security for payment of the Liabilities. No Debtor shall have any right to
withdraw any funds deposited in the applicable Assignee Deposit Account. The
Agent may, from time to time, in its discretion, and shall upon request of the
applicable Debtor made not more than once in any week, apply all or any of the
then balance, representing collected funds, in the Assignee Deposit Account,
toward payment of the Liabilities, whether or not then due, in such order of
application as the Agent may determine (in accordance with the provisions of the
Credit Agreement), and the Agent may, from time to time, in its discretion,
release all or any of such balance to the applicable Debtor.

         If and to the extent that a perfected security interest hereunder in
any Collateral shall cease to be perfected for any reason whatsoever (including,
without limitation, release of all or any balance in any Assignee Deposit
Account or use or disposition by any Debtor of any proceeds of Collateral), then
such Collateral (referred to in this paragraph as "RELEASED COLLATERAL") shall
be deemed thereby released from the security interest hereunder in exchange, as
of the time of such release, for any other Collateral of equivalent value in
which a perfected security interest hereunder is being obtained
contemporaneously or has been most recently obtained, but only to the extent
such other Collateral does not represent either (a) Collateral in exchange for
which any previously Released Collateral shall have been deemed released, or (b)
Collateral of equivalent value to any loan or advance (otherwise than by renewal
or extension) from the Banks to the Company in which Collateral a perfected
security interest hereunder shall have been obtained contemporaneously with or
most recently prior to such loan or advance.

         The Agent is authorized to endorse, in the name of the applicable
Debtor, any item, howsoever received by the Agent, representing any payment on
or other proceeds of any of the Collateral.

         5. CERTIFICATES, SCHEDULES AND REPORTS. Each Debtor will from time to
time, as the Agent may request, deliver to the Agent such schedules,
certificates and reports with respect to all or any of the Collateral at the
time subject to the security interest hereunder. Any such schedule, certificate
or report shall be executed by a duly authorized officer of such Debtor and
shall be in such form and detail as the Agent may specify. Each Debtor shall
immediately notify the Agent of the occurrence of any event causing any loss or
depreciation in the value of its Inventory or other Goods which is material to
the Company and its



                                      -8-
<PAGE>

Material Subsidiaries taken as a whole, and such notice shall specify the amount
of such loss or depreciation.

         6. AGREEMENTS OF THE DEBTORS. Each Debtor (a) will, upon request of the
Agent, execute such financing statements and other documents (and pay the cost
of filing or recording the same in all public offices reasonably deemed
appropriate by the Agent) and do such other acts and things (including, without
limitation, delivery to the Agent of any Instruments or Investment Property
which constitute Collateral), all as the Agent may from time to time reasonably
request, to establish and maintain a valid security interest in the Collateral
(free of all other liens, claims and rights of third parties whatsoever, other
than Permitted Liens) to secure the payment of the Liabilities; (b) will keep
all its Inventory and Equipment at, and will not maintain any place of business
at any location other than, its address(es) shown on SCHEDULES I and II hereto
or at such other addresses with respect to which such Debtor shall have given
the Agent not less than 10 days' prior written notice; (c) will not change its
name, identity or corporate structure, or the location of its chief executive
office or principal place of business, without in any such case giving 30 days'
prior written notice to the Agent; (d) will keep its records concerning the
Non-Tangible Collateral in such a manner as will enable the Agent or its
designees to determine at any time the status of the Non-Tangible Collateral;
(e) will furnish the Agent such information concerning such Debtor, the
Collateral and the applicable Account Debtors as the Agent may from time to time
reasonably request; (f) will permit the Agent or any Bank and its designees,
from time to time, on reasonable notice and at reasonable times and intervals
during normal business hours (or at any time without notice during the existence
of a Default) to inspect such Debtor's Inventory and other Goods, and to
inspect, audit and make copies of and extracts from all records and all other
papers in the possession of such Debtor pertaining to the Collateral and the
Account Debtors, and will, upon request of the Agent during the existence of a
Default, deliver to the Agent all of such records and papers; (g) will, upon
request of the Agent, stamp on its records concerning the Collateral and add on
all Chattel Paper constituting a portion of the Collateral, a notation, in form
satisfactory to the Agent, of the security interest of the Agent hereunder; (h)
except for the sale or lease of Inventory in the ordinary course of its business
and the sale of Equipment which is no longer useful in its business or which is
being replaced by similar Equipment, will not sell, lease, assign or create or
permit to exist any lien on or security interest in any Collateral other than
Permitted Liens and liens and security interests in favor of the Agent; (i)
without limiting the provisions of Section 8.5 of the Credit Agreement, will at
all times keep all its Equipment insured under policies maintained with
reputable, financially sound insurance companies against


                                      -9-
<PAGE>

loss, damage, theft and other risks to such extent as is customarily maintained
by companies similarly situated, and cause all such policies to provide that
loss thereunder shall be payable to the Agent as its interest may appear (it
being understood that (A) so long as no Default shall be existing, the Agent
shall deliver any proceeds of such insurance which may be received by it to such
Debtor and (B) whenever a Default shall be existing, the Agent may apply any
proceeds of such insurance which may be received by it toward payment of the
Liabilities, whether or not due, in such order of application as the Agent may
determine in accordance with the Credit Agreement) and such policies or
certificates thereof shall, if the Agent so requests, be deposited with or
furnished to the Agent; (j) will take such actions as are reasonably necessary
to keep its Inventory in good repair and condition, ordinary wear and tear
excepted; (k) will take such actions as are reasonably necessary to keep its
Equipment in good repair and condition and in good working or running order,
ordinary wear and tear excepted; (l) will promptly pay when due all license
fees, registration fees, taxes, assessments and other charges which may be
levied upon or assessed against the ownership, operation, possession,
maintenance or use of its Equipment and other Goods (as applicable); (m) will,
upon request of the Agent, (i) cause to be noted on the applicable certificate,
in the event any of its Equipment is covered by a certificate of title, the
security interest of the Agent in the Equipment covered thereby and (ii) deliver
all such certificates to the Agent or its designees; (n) will take all steps
reasonably necessary to protect, preserve and maintain all of its rights in the
Collateral; (o) will keep all of the tangible Collateral in the United States
(other than Collateral owned by D&P Europe and/or D&P Asia); and (p) will
reimburse the Agent for all expenses, including reasonable attorneys' fees and
legal expenses, incurred by the Agent in seeking to collect or enforce any
rights in respect of such Debtor's Collateral.

         Any expenses incurred in protecting, preserving and maintaining any
Collateral shall be borne by the applicable Debtor. Whenever a Default shall be
existing, the Agent shall have the right to bring suit to enforce any or all of
the Intellectual Property or licenses thereunder, in which event the applicable
Debtor shall at the request of the Agent do any and all lawful acts and execute
any and all proper documents required by the Agent in aid of such enforcement
and such Debtor shall promptly, upon demand, reimburse and indemnify the Agent
for all costs and expenses incurred by the Agent in the exercise of its rights
under this SECTION 6. Notwithstanding the foregoing, the Agent shall have no
obligations or liabilities regarding the Collateral or any thereof by reason of,
or arising out of, this Agreement.


                                      -10-
<PAGE>

         7. DEFAULT. Whenever a Default shall be existing, the Agent may
exercise from time to time any rights and remedies available to it under
applicable law. Each Debtor agrees, at the request of the Agent during the
existence of a Default, (i) to assemble, at its expense, all its Inventory and
other Goods (other than Fixtures) at a convenient place or places acceptable to
the Agent, and (ii) to execute all such documents and do all such other things
which may be necessary or desirable in order to enable the Agent or its nominee
to be registered as owner of the Intellectual Property with any competent
registration authority. Any notification of intended disposition of any of the
Collateral required by law shall be deemed reasonably and properly given if
given at least five days before such disposition. Any proceeds of any
disposition by the Agent of any of the Collateral may be applied by the Agent to
payment of expenses in connection with the Collateral, including reasonable
attorneys' fees and legal expenses, and any balance of such proceeds may be
applied by the Agent toward the payment of such of the Liabilities, and in such
order of application, as the Agent may from time to time elect in accordance
with the Credit Agreement.

         8. GENERAL. The Agent shall be deemed to have exercised reasonable care
in the custody and preservation of any of the Collateral in its possession if it
takes such action for that purpose as any applicable Debtor requests in writing,
but failure of the Agent to comply with any such request shall not of itself be
deemed a failure to exercise reasonable care, and no failure of the Agent to
preserve or protect any rights with respect to such Collateral against prior
parties, or to do any act with respect to the preservation of such Collateral
not so requested by any Debtor, shall be deemed a failure to exercise reasonable
care in the custody or preservation of such Collateral.

         Any notice from the Agent to any Debtor, if mailed, shall be deemed
given five days after the date mailed, postage prepaid, addressed to such Debtor
either at such Debtor's address shown on SCHEDULE I hereto or at such other
address as such Debtor shall have specified in writing to the Agent as its
address for notices hereunder.

         Each Debtor agrees to pay all expenses (including reasonable attorney's
fees and legal expenses) paid or incurred by the Agent or any Bank in
endeavoring to collect the Liabilities of such Debtor, or any part thereof, and
in enforcing this Agreement against such Debtor, and such obligations will
themselves be Liabilities.

         No delay on the part of the Agent in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
the Agent of any right or remedy shall



                                      -11-
<PAGE>

preclude other or further exercise thereof or the exercise of any other right or
remedy.

         This Security Agreement shall remain in full force and effect until all
Liabilities have been paid in full and all Commitments have terminated. If at
any time all or any part of any payment theretofore applied by the Agent or any
Bank to any of the Liabilities is or must be rescinded or returned by the Agent
or such Bank for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of any Debtor), such Liabilities shall,
for the purposes of this Agreement, to the extent that such payment is or must
be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Agent or such Bank, and this Agreement
shall continue to be effective or be reinstated, as the case may be, as to such
Liabilities, all as though such application by the Agent or such Bank had not
been made.

         This Agreement has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the internal laws of the State of
Illinois without reference to conflicts of laws principles, subject, however, to
the applicability of the Uniform Commercial Code of any jurisdiction in which
any Goods of any Debtor may be located at any given time. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         The rights and privileges of the Agent hereunder shall inure to the
benefit of its successors and assigns.

         This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same Agreement. At any time after the date of this
Agreement, one or more additional persons or entities may become parties hereto
by executing and delivering a counterpart to the Agent of this Agreement.
Immediately upon such execution and delivery (and without any further action),
each such additional person or entity will become a party to, and will be bound
by all the terms of, this Agreement.

         This Agreement is an amendment, restatement and continuation of that
certain Security Agreement dated as of October 31, 1994 (the"PRIOR SECURITY
AGREEMENT") executed and delivered by the the Debtors and the Agent. Nothing
herein shall be deemed to in any


                                      -12-
<PAGE>

way terminate or limit any lien, claim or security interest heretofore granted
to or retained by the Agent under or pursuant to the Prior Security Agreement.

         ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS LOCATED IN CHICAGO, ILLINOIS
OR IN THE EASTERN DIVISION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. EACH DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN CHICAGO, ILLINOIS AND OF THE
EASTERN DIVISION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT
OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH
DEBTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, TO THE ADDRESS OF SUCH DEBTOR SPECIFIED ON SCHEDULE I
HERETO OR ANY OTHER ADDRESS SPECIFIED FOR THE RECEIPT OF NOTICES PURSUANT TO
THIS AGREEMENT, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS.
EACH DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND
ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO
THE EXTENT THAT ANY DEBTOR WAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH DEBTOR HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         EACH DEBTOR, THE AGENT AND (BY ACCEPTING THE BENEFITS HEREOF) EACH BANK
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.


                                      -13-
<PAGE>


         IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.

                                         DUFF & PHELPS CREDIT RATING CO.

                                         By:__________________________________
                                            Title:____________________________

                                         DUFF & PHELPS CREDIT RATING CO.
                                         OF EUROPE

                                         By:__________________________________
                                            Title:____________________________

                                         DUFF & PHELPS CREDIT RATING CO.
                                         OF ASIA

                                         By:__________________________________
                                            Title:____________________________

                                         BANK OF AMERICA, NATIONAL
                                              ASSOCIATION, as Agent for the
                                              Banks

                                         By:__________________________________
                                            Title:____________________________


                                      -14-
<PAGE>


                                   SCHEDULE I
                              TO SECURITY AGREEMENT

                             CHIEF EXECUTIVE OFFICES



                                      -15-
<PAGE>


                                   SCHEDULE II
                              TO SECURITY AGREEMENT

                               PLACES OF BUSINESS



                                      -16-
<PAGE>


                                  SCHEDULE III
                              TO SECURITY AGREEMENT

                           TRADE NAMES AND PRIOR NAMES



                                      -17-
<PAGE>


                                   SCHEDULE IV
                              TO SECURITY AGREEMENT

                  [MERGERS AND OTHER CORPORATE REORGANIZATIONS]



                                      -18-
<PAGE>

                                    EXHIBIT D

                          AMENDED AND RESTATED GUARANTY

         THIS AMENDED AND RESTATED GUARANTY (this "GUARANTY") dated as of the
12th day of November, 1999, is executed in favor of BANK OF AMERICA, NATIONAL
ASSOCIATION (formerly known as Bank of America National Trust and Savings
Association and successor by merger to Bank of America Illinois )(individually
and as Agent) and the other Banks which are parties to the Credit Agreement
referred to below.

                              W I T N E S S E T H:

         WHEREAS, Duff & Phelps Credit Rating Co. (the "COMPANY") has entered
into an Amended and Restated Credit Agreement dated as of even date herewith (as
amended or otherwise modified from time to time, the "CREDIT AGREEMENT") with
certain financial institutions (collectively the "BANKS" and individually each a
"BANK") and Bank of America, National Association, individually and as agent (in
its capacity as agent, the "AGENT"), pursuant to which the Banks have agreed to
make Credit Extensions (as such term is defined in the Credit Agreement) to the
Company;

         WHEREAS, the operations of each of the undersigned are integrated with
those of the Company to such an extent that the financial strength and
flexibility of the Company have a direct impact on each of the undersigned; and

         WHEREAS, each of the undersigned will benefit from the making of Credit
Extensions pursuant to the Credit Agreement and is willing to guaranty the
Liabilities (as defined below) as hereinafter set forth;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the undersigned hereby
jointly and severally unconditionally, as primary obligor and not merely as
surety, guarantees the full and prompt payment when due, whether by acceleration
or otherwise, and at all times thereafter, of all obligations (monetary or
otherwise) of the Company to each of the Banks and the Agent, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due, which arise out of or in connection
with the Credit Agreement, the Notes (as defined in the Credit Agreement) or any
other Loan Document (as defined in the Credit Agreement), in each case as the
same may be amended, modified, extended or renewed from time to time (all such
obligations being herein collectively called the "LIABILITIES"); PROVIDED,
HOWEVER, that the liability of each of the undersigned hereunder shall be
limited to the maximum amount of the Liabilities which such

<PAGE>


undersigned may guaranty without violating any applicable fraudulent conveyance
or fraudulent transfer laws (plus all costs and expenses paid or incurred by the
Agent or any Bank in enforcing this Guaranty against such undersigned).

         Each of the undersigned agrees that, in the event of the dissolution or
insolvency of the Company or any undersigned, or the inability or failure of the
Company or any undersigned to pay debts as they become due, or an assignment by
the Company or any undersigned for the benefit of creditors, or the occurrence
of any other Event of Default (as defined in the Credit Agreement) under Section
9.1.8 of the Credit Agreement, and if such event shall occur at a time when any
of the Liabilities may not then be due and payable, such undersigned will pay to
the Agent for the account of the Banks forthwith the full amount which would be
payable hereunder by such undersigned if all Liabilities were then due and
payable.

         To secure all obligations of each of the undersigned hereunder, the
Agent and each Bank shall have a lien on and security interest in (and may,
without demand or notice of any kind, at any time and from time to time when any
amount shall be due and payable by such undersigned hereunder, appropriate and
apply toward the payment of such amount, in such order of application as the
Agent or the Banks may elect in accordance with the Credit Agreement, any and
all balances, credits, deposits, accounts or moneys of or in the name of such
undersigned now or hereafter with the Agent or such Bank and any and all
property of every kind or description of or in the name of such undersigned now
or hereafter, for any reason or purpose whatsoever, in the possession or control
of, or in transit to, the Agent or such Bank or any agent or bailee for the
Agent or such Bank.

         This Guaranty shall in all respects be a continuing, absolute and
unconditional guaranty, and shall remain in full force and effect
(notwithstanding, without limitation, the dissolution of any of the undersigned
or that at any time or from time to time no Liabilities are outstanding) until
all Commitments (as defined in the Credit Agreement) have terminated and all
Liabilities have been paid in full.

         The undersigned further agree that if at any time all or any part of
any payment theretofore applied by the Agent or any Bank to any of the
Liabilities is or must be rescinded or returned by the Agent or such Bank for
any reason whatsoever (including, without limitation, the insolvency, bankruptcy
or reorganization of the Company or any of the undersigned), such Liabilities
shall, for the purposes of this Guaranty, to the extent that such payment is or
must be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the


                                      -2-
<PAGE>


Agent or such Bank, and this Guaranty shall continue to be effective or be
reinstated, as the case may be, as to such Liabilities, all as though such
application by the Agent or such Bank had not been made

         The Agent or any Bank may, from time to time, at its sole discretion
and without notice to the undersigned (or any of them), take any or all of the
following actions: (a) retain or obtain a security interest in any property to
secure any of the Liabilities or any obligation hereunder, (b) retain or obtain
the primary or secondary obligation of any obligor or obligors, in addition to
the undersigned, with respect to any of the Liabilities, (c) extend or renew any
of the Liabilities for one or more periods (whether or not longer than the
original period), alter or exchange any of the Liabilities, or release or
compromise any obligation of any of the undersigned hereunder or any obligation
of any nature of any other obligor with respect to any of the Liabilities, (d)
release its security interest in, or surrender, release or permit any
substitution or exchange for, all or any part of any property securing any of
the Liabilities or any obligation hereunder, or extend or renew for one or more
periods (whether or not longer than the original period) or release, compromise,
alter or exchange any obligations of any nature of any obligor with respect to
any such property, and (e) resort to the undersigned (or any of them) for
payment of any of the Liabilities when due, whether or not the Agent or such
Bank shall have resorted to any property securing any of the Liabilities or any
obligation hereunder or shall have proceeded against any other of the
undersigned or any other obligor primarily or secondarily obligated with respect
to any of the Liabilities.

         Any amounts received by the Agent or any Bank from whatever source on
account of the Liabilities may be applied by it toward the payment of the
Liabilities; and, notwithstanding any payments made by or for the account of any
of the undersigned pursuant to this Guaranty, the undersigned shall not be
subrogated to any rights of the Agent or any Bank until such time as this
Guaranty shall have been discontinued as to all of the undersigned and the Agent
and the Banks shall have received payment of the full amount of all liabilities
of the undersigned hereunder.

         The undersigned hereby expressly waive: (a) notice of the acceptance by
the Agent or any Bank of this Guaranty, (b) notice of the existence or creation
or non-payment of all or any of the Liabilities, (c) presentment, demand, notice
of dishonor, protest, and all other notices whatsoever, and (d) all diligence in
collection or protection of or realization upon any Liabilities or any security
for or guaranty of any Liabilities.


                                      -3-
<PAGE>

         Each of the undersigned further agrees to pay all expenses (including
attorneys' fees and legal expenses) paid or incurred by the Agent or any Bank in
endeavoring to collect the Liabilities, or any part thereof, and in enforcing
this Guaranty.

         The creation or existence from time to time of additional Liabilities
to the Agent or the Banks or any of them is hereby authorized, without notice to
the undersigned (or any of them), and shall in no way affect or impair the
rights of the Agent or the Banks or the obligations of the undersigned under
this Guaranty.

         The Agent and any Bank may from time to time, without notice to the
undersigned (or any of them), assign or transfer any or all of the Liabilities
or any interest therein; and, notwithstanding any such assignment or transfer or
any subsequent assignment or transfer thereof, such Liabilities shall be and
remain Liabilities for the purposes of this Guaranty, and each and every
immediate and successive assignee or transferee of any of the Liabilities or of
any interest therein shall, to the extent of the interest of such assignee or
transferee in the Liabilities, be entitled to the benefits of this Guaranty to
the same extent as if such assignee or transferee were a Bank.

         No delay on the part of the Agent or any Bank in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Agent or any Bank of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy; nor shall
any modification or waiver of any provision of this Guaranty be binding upon the
Agent or the Banks except as expressly set forth in a writing duly signed and
delivered on behalf of the Agent. No action of the Agent or any Bank permitted
hereunder shall in any way affect or impair the rights of the Agent or any Bank
or the obligations of the undersigned under this Guaranty. For purposes of this
Guaranty, Liabilities shall include all obligations of the Company to the Agent
or any Bank arising under or in connection with the Credit Agreement, any Note
or any other Loan Document, notwithstanding any right or power of the Company or
anyone else to assert any claim or defense as to the invalidity or
unenforceability of any obligation, and no such claim or defense shall affect or
impair the obligations of the undersigned hereunder.

         Pursuant to the Credit Agreement, (a) this Guaranty has been delivered
to the Agent and (b) the Agent has been authorized to enforce this Guaranty on
behalf of itself and each of the Banks. All payments by the undersigned pursuant
to this Guaranty shall be made to the Agent for the ratable benefit on the
Banks.


                                      -4-
<PAGE>

         This Guaranty shall be binding upon the undersigned and the successors
and assigns of the undersigned; and to the extent that the Company or any of the
undersigned is either a partnership or a corporation, all references herein to
the Company and to the undersigned, respectively, shall be deemed to include any
successor or successors, whether immediate or remote, to such partnership or
corporation. The term "undersigned" as used herein shall mean all parties
executing this Guaranty and each of them, and all such parties shall be jointly
and severally obligated hereunder.

         This Guaranty has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the internal laws of the State of
Illinois. Wherever possible each provision of this Guaranty shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Guaranty shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.

         This Guaranty may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and each such counterpart
shall be deemed to be an original but all such counterparts shall together
constitute one and the same Guaranty. At any time after the date of this
Guaranty, one or more additional persons or entities may become parties hereto
by executing and delivering to the Agent a counterpart of this Guaranty.
Immediately upon such execution and delivery (and without any further action),
each such additional person or entity will become a party to, and will be bound
by all the terms of, this Guaranty.

         This Guaranty is secured pursuant to an Amended and Restated Security
Agreement dated as of even date herewith (as amended or otherwise modified from
time to time) among the Company, the undersigned and the Agent.

         This Guaranty is an amendment and restatement of, and replaces in its
entirety, that certain Guaranty executed and delivered by each of the
undersigned dated as of October 31, 1994.

         ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS LOCATED IN CHICAGO, ILLINOIS
OR IN THE EASTERN DIVISION OF UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE



                                      -5-
<PAGE>

BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE UNDERSIGNED HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF ILLINOIS LOCATED IN CHICAGO, ILLINOIS AND OF THE EASTERN DIVISION OF THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH OF THE UNDERSIGNED
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, TO THE ADDRESS SET FORTH OPPOSITE ITS SIGNATURE HERETO (OR SUCH
OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE AGENT AS ITS ADDRESS
FOR NOTICES HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS. EACH OF THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT ANY OF THE UNDERSIGNED HAS OR HEREAFTER
MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL
PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, UNDERSIGNED HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.

         EACH OF THE UNDERSIGNED, AND (BY ACCEPTING THE BENEFITS HEREOF) EACH OF
THE AGENT AND EACH BANK, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY, ANY
OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

                          [SIGNATURE PAGE FOLLOWS NEXT]


                                      -6-
<PAGE>


         IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered
as of the day and year first above written.

                                         DUFF & PHELPS CREDIT RATING CO.
                                           OF EUROPE

                                         By:__________________________________
Address:                                    Title:____________________________

55 East Monroe Street
Chicago, Illinois 60603

                                         DUFF & PHELPS CREDIT RATING CO.
                                           OF ASIA

                                         By:__________________________________
Address:                                    Title:____________________________

55 East Monroe Street
Chicago, Illinois 60603


                                      -7-
<PAGE>

                                    EXHIBIT E

                                     FORM OF
                                      NOTE

$_____________                                               November 12, 1999
                                                             Chicago, Illinois


         On or before the Facility Termination Date (as defined in the Credit
Agreement referred to below), the undersigned, for value received, promises to
pay to the order of ______________ at the principal office of Bank of America,
National Association (in its capacity as agent under the Credit Agreement, the
"AGENT"), in Chicago, Illinois, _____________ Dollars ($__________) or, if less,
the aggregate unpaid amount of all Loans made by the payee to the undersigned
pursuant to the Credit Agreement (as shown in the records of the payee or, at
the payee's option, on the schedule attached hereto and continuation thereof).

         The undersigned further promises to pay interest on the unpaid
principal amount of each Loan evidenced hereby from the date of such Loan until
such Loan is paid in full, payable at the rate(s) and at the time(s) set forth
in the Credit Agreement. Payments of both principal and interest are to be made
in lawful money of the United States of America.

         This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Amended and Restated Credit Agreement, dated as of
November 12, 1999 (herein, as amended or otherwise modified from time to time,
called the "CREDIT AGREEMENT"), among the undersigned, certain financial
institutions (including the payee) and the Agent, to which Credit Agreement
reference is hereby made for a description of the security for this Note and for
a statement of the terms and provisions under which this Note may or must be
paid prior to its due date or may have its due date accelerated.

         In addition to and not in limitation of the foregoing and the
provisions of the Credit Agreement, the undersigned further agrees, subject only
to any limitation imposed by applicable law, to pay all reasonable expenses,
including reasonable attorneys' fees and legal expenses, incurred by the holder
of this Note in endeavoring to collect any amounts payable hereunder which are
not paid when due, whether by acceleration or otherwise.

         The undersigned hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.

                                      -1-
<PAGE>

         This Note is made under and governed by the internal laws of the State
of Illinois.

                                        DUFF & PHELPS CREDIT RATING CO.

                                        By____________________________________
                                          Title_______________________________


                                      -2-
<PAGE>

                                    EXHIBIT F

                               NOTICE OF BORROWING

Bank of America, National Association, as Agent
231 South LaSalle Street
Chicago, Illinois  60697

Attention:  __________________

                         DUFF & PHELPS CREDIT RATING CO.

Gentlemen and Ladies:

         This Borrowing Request is delivered to you pursuant to SECTION 2.3.1 of
the Amended and Restated Credit Agreement, dated as of November 12, 1999
(together with all amendments, if any, from time to time made thereto, the
"CREDIT AGREEMENT"), among Duff & Phelps Credit Rating Co., an Illinois
corporation (the "COMPANY"). certain financial institutions (each, a "BANK")
including Bank of America, National Association ("BOA"), and BOA as agent for
the Banks (in such capacity, the "AGENT"). Unless otherwise defined herein or
the context otherwise requires, terms used herein have the meanings provided in
the Credit Agreement.

         The Company hereby requests that Loans be made in the aggregate
principal amount of $__________ on __________, 19___ as an [IBOR Rate Loan
having an Interest Period of ____ days] [Base Rate Loan].

         The Company hereby acknowledges that, pursuant to SECTION 10.2 of the
Credit Agreement, each of the delivery of this Notice of Borrowing and the
acceptance by the Company of the proceeds of the Loans requested hereby
constitute a representation and warranty by the Company that, on the date of
such Loan, and before and after giving effect thereto and to the application of
the proceeds therefrom, all statements set forth in each of the subsections of
SECTION 10.2 are true and correct in all material respects.

         The Company agrees that if prior to the time of the borrowing requested
hereby any matter certified to herein by it will not be true and correct at such
time as if then made, it will immediately so notify the Agent. Except to the
extent, if any, that prior to the time of the borrowing requested hereby the
Agent shall receive written notice to the contrary from the Company, each matter
certified to herein shall be deemed once again to be certified as true and
correct at the date of such borrowing as if then made.

<PAGE>

         The Company has caused this Notice of Borrowing to be executed and
delivered, and the certification and warranties contained herein to be made, by
its duly Authorized Person this ___ day of ___________, 19___.

                                        DUFF & PHELPS CREDIT RATING CO.
                                        an Illinois corporation

                                        By:___________________________________
                                           Name:
                                           Title:
<PAGE>

                                    EXHIBIT G

                        NOTICE OF CONTINUATION/CONVERSION

Bank of America, National Association, as Agent
231 South LaSalle Street
Chicago, Illinois  60697

Attention:  __________________

                         DUFF & PHELPS CREDIT RATING CO.

Gentlemen and Ladies:

         This Notice of Continuation/Conversion is delivered to you pursuant to
SECTION 2.4 of the Amended and Restated Credit Agreement, dated as of November
12, 1999 (together with all amendments, if any, from time to time made thereto,
the "CREDIT AGREEMENT"), among Duff & Phelps Credit Rating Co., an Illinois
corporation (the "COMPANY"). certain financial institutions (each, a "BANK")
including Bank of America, National Association ("BOA"), and BOA as agent for
the Banks (in such capacity, the "AGENT"). Unless otherwise defined herein or
the context otherwise requires, terms used herein have the meanings provided in
the Credit Agreement.

         The Company hereby requests that on ____________, 19___,

                  (1) $___________ of the presently outstanding principal amount
         of the Loans originally made on __________, 19___,

                  (2) and all presently being maintained as [Base Rate Loans]
         [IBOR Rate Loans],

                  (3) be [converted into] [continued as],

                  (4) [IBOR Rate Loans having an Interest Period of days [Base
         Rate Loans].

         The Company hereby:

                  (a) certifies and warrants that no Unmatured Event of Default
         or Event of Default has occurred and is continuing; and

                  (b) agrees that if prior to the time of such continuation or
         conversion any matter certified to herein by the Company will not be
         true and correct at such time as if then made, the Company will
         immediately so notify the Agent.


<PAGE>

         Except to the extent, if any, that prior to the time of the
continuation or conversion requested hereby the Agent shall receive written
notice to the contrary from the Company, each matter certified to herein shall
be deemed to be certified at the date of such continuation or conversion as if
then made.

         The Company has caused this Notice of Continuation/ Conversion to be
executed and delivered, and the certification and warranties contained herein to
be made, by its Authorized Person this ___ day of _________, 19___.

                                                 DUFF & PHELPS CREDIT RATING CO.
                                                 an Illinois corporation

                                                 By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

                                       2

<PAGE>

                                    EXHIBIT H

                             COMPLIANCE CERTIFICATE

To each Bank that is a party to the
 Credit Agreement referred to below
 and to Bank of America, National Association,
 as Agent for such Banks

Ladies and Gentlemen:

         We refer to the Amended and Restated Credit Agreement dated as of
November 12, 1999 (as amended or otherwise modified from time to time, the
"CREDIT AGREEMENT"), among Duff and Phelps Credit Rating Co. (the "COMPANY"),
various financial institutions (the "BANKS") and Bank of America, National
Association, as Agent for the Banks (the "AGENT"). This Certificate is delivered
to you pursuant to the Credit Agreement, and terms used but not otherwise
defined herein shall have the same meaning herein as in the Credit Agreement.

         We hereby certify to the Agent and each Bank that:

         1. [No Event of Default or Unmatured Event of Default has occurred and
now exists.] [The following Event of Defaults) and Unmatured Event(s) of Default
is/are believed by the Company to exist: [complete] and the Company [is
currently taking/currently proposes to take] the following action(s), with
respect thereto: [complete].]

         2. Attached is a computation of the financial ratios and restrictions
set forth in Article VIII of the Credit Agreement as of _____________________,
199__ (the "Computation Date").

         IN WITNESS WHEREOF the Company has caused this Certificate to be
executed and delivered by its duly Authorized Person this ____day of
___________, 199__.

                                                 DUFF & PHELPS CREDIT RATING CO.

                                                 By:
                                                    ----------------------------
                                                 Name:
                                                      --------------------------
                                                 Title:
                                                       -------------------------

<PAGE>


                                  ATTACHMENT TO
                             COMPLIANCE CERTIFICATE

ITEM 1.

SECTION 8.17.1 CASH FLOW LEVERAGE RATIO

Period covered (the "Computation Period")
from _________, 19__ to _____________, 19__

(a)      Aggregate consolidated Indebtedness for borrowed money on the
         Computation Date (other than Subordinated Indebtedness and intercompany
         Indebtedness) of the Company and its consolidated
         Subsidiaries                                                  $_______

(b)      Aggregate principal portion of
         Capitalized Lease Liabilities
         of the Company and its consolidated
         Subsidiaries on the Computation Date                          $_______

(c)      Item 1(a) plus Item 1(b)                                      $_______

(d)      Amount from Item 2(d)                                         $_______

(e)      Ratio of Item 1(c) to Item 1(d)                               _______:1

(f)      Maximum ratio permitted by
         Section 8.17.1                                                _______:1

ITEM 2.

SECTION 8.17.2 MINIMUM EBITDA

Period covered (the "Computation Period")
from _________, 19__ to _____________, 19__

(a)      Consolidated Net Income for
         Computation Period (before deduction
         of income and franchise taxes)                                $_______

(b)      Interest Expense for Computation
         Period                                                        $_______

(c)      Amortization and depreciation
         for Computation Period                                        $_______

(d)      Item 2(a) plus Item 2(b) plus Item 2(c)                       $_______

(e)      Minimum required by Section 8.17.2                            $_______

ITEM 3.

SECTION 8.17.3 MINIMUM NET WORTH

(a)      Consolidated Stockholders Equity on
         Computation Date                                              $_______

(b)      Sum of 75% of Consolidated Adjusted Net

                                      -2-

<PAGE>

         Income for each Fiscal Quarter
         commencing with the Fiscal Quarter
         ending December 31, 1999 and ending
         with the Fiscal Quarter ending
         on the Computation Date (without
         giving effect to any Fiscal Quarter
         in which Consolidated Adjusted Net
         Income is negative)                                           $_______

(c)      Sum of 100% of cumulative Consolidated Net Proceeds from Stock Option
         Exercises net of 100% of cumulative consolidated Stock Repurchase Costs
         for each Fiscal Quarter commencing with the Fiscal Quarter ending
         December 31, 1999 and ending with the Fiscal Quarter ending
         on the Computation Date                                       $_______

(d)      Sum of Items 3(a), 3(b) and 3(c)                              $_______

(e)      Minimum required by Section 8.17.3                            $_______

ITEM 4.

SECTION 8.17.4 FIXED CHARGE COVERAGE RATIO

Period covered (the "Computation Period")
from _________, 19__ to _____________, 19__

(a)      Amount from Item 2(d)                                         $_______

(b)      Amount from Item 2(b)                                         $_______

(c)      Amount of dividends and other payments of the type described in Section
         8.12 of the Credit Agreement made by the Company and its Subsidiaries
         during the Computation Period (excluding
         intercompany dividends)                                       $_______

(d)      Amount of dividends and other payments of the type described in Section
         8.12 of the Credit Agreement made by Subsidiaries that are not Material
         Subsidiaries during the Computation Period (excluding
         intercompany dividends)                                       $_______

(e)      Aggregate capital expenditures for
         Computation Period                                            $_______

(f)      Sum of Items 4(b), 4(c), 4(d) and 4(e)
         [exclude 4(d) if less than $500,000]                          $_______

(g)      Ratio of Item 4(a) to Item 4(f)                              _______:1

(h)      Maximum ratio permitted by
         Section 8.17.4                                                  3.50:1

                                      -3-

<PAGE>

ITEM 5.

SECTION 8.11 MERGERS, CONSOLIDATIONS, ETC.

Period covered (the "Computation Period")
from __________, 19__ to ___________, 19__

(a)      Total Purchase Price for all
         Acquisitions during Computation Period                        $_______

(b)      Maximum amount allowed by
         Section 8.11(c)                                               $_______

ITEM 6.

SECTION 8.12 RESTRICTED PAYMENTS

Period covered (the "Computation Period")
from ___________, 19__ to __________, 19__

(a)      Dividends paid on, and other payments of the type described in Section
         8.12 with respect to the Company's and its Subsidiaries capital stock
         during Computation Period (excluding
         intercompany payments)                                        $_______

(b)      Did an Event of Default or
         Unmatured Event of Default arise
         after giving effect thereto?                                  ________

ITEM 7.

SECTION 8.13 LIMITATIONS ON INDEBTEDNESS

(a)      Total Indebtedness on Computation Date PLUS any guaranteed Indebtedness
         on Computation Date (excluding Indebtedness permitted by paragraphs
         (a), (b), (c), (d), (f) and (h) of Section 8.13               $_______

(b)      Maximum allowed by Sections 8.13(e)and (g)                    $_______

ITEM 8.

SECTION 8.15 GUARANTIES,

A.       Aggregate amount of all obligations
         guaranteed by the Company and its
         Material Subsidiaries on
         Computation Date                                              $_______

ITEM 9.

SECTION 8.16 INVESTMENTS

(a)      Investments permitted
         pursuant to clauses (a) through
         (i) of Section 8.16                                           $_______

                                      -4-

<PAGE>

(b)      Investments pursuant to clause (j)
         of Section 8.16                                               $_______


ITEM 10.

SECTION 9.1.10 LITIGATION EXPENSES

Period covered (the "Computation Period")
from __________, 19__ to ___________, 19__

(a)      All Litigation Expenses paid or agreed
         to be paid during Computation Period                          $_______

                                      -5-

<PAGE>

                 CERTIFICATE OF DUFF & PHELPS CREDIT RATING CO.



         I, the undersigned, ____________________of Duff & Phelps Credit Rating
Co., an Illinois corporation (the "Borrower"), DO HEREBY CERTIFY on behalf of
the Borrower that:

         1. This Certificate is furnished pursuant to Section 10.1.6 of that
certain Amended and Restated Credit Agreement, dated as of November 12, 1999
(the "Credit Agreement"), among the Borrower, various financial institutions
(the "Banks") and Bank of America, National Association, as Agent for the Banks
(the "Agent"). Unless otherwise defined herein, capitalized terms used in this
Certificate have the meanings assigned to such terms in the Credit Agreement.

         2. No Event of Default, or Unmatured Event of Default, has occurred and
is continuing or will result from the making of the initial Credit Extensions.

         3. The representations and warranties of the Borrower contained in
Article VII of the Credit Agreement are true and correct.

         WITNESS my hand on this ____ day of November, 1999.



                                                 DUFF & PHELPS CREDIT RATING CO.

                                                 By:
                                                    ----------------------------
                                                 Title:
                                                       -------------------------